SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (Amendment) is entered into as of May 10, 2019 by and among FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership (Borrower), ZIONS BANCORPORATION, N.A. (fka ZB, N.A.), dba CALIFORNIA BANK & TRUST, as the administrative agent (Administrative Agent) for itself as a lender and lenders COMERICA BANK, a Texas banking association (Comerica), JPMORGAN CHASE BANK, N.A., a national banking association (JPMorgan), CITIBANK, N.A. (Citibank and collectively with CBT as a lender, Comerica, and JPMorgan, the Lenders and each individually a Lender), with respect to that certain Credit Agreement dated as of April 18, 2017 (the Original Credit Agreement) by and among Borrower and Lenders, as amended by that certain First Amendment to Credit Agreement (the First Amendment) dated as of November 8, 2017 (collectively, the Credit Agreement) with the maximum commitment amount being $125,000,000.00 (the Loan). Except to the extent expressly defined herein, each capitalized term shall mean as defined in the Credit Agreement.
A. As set forth in the First Amendment, subsequent to the Closing Date, Borrower converted from a Delaware limited liability company to a Delaware limited partnership on October 1, 2017.
B. In connection with the Loan, Borrower also executed (i) that certain Note dated as of April 18, 2017 in favor of CBT as a Lender in the original face amount of $50,000,000.00 (the CBT Note), (ii) that certain Note dated as of November 8, 2017 in favor of Comerica in the original face amount of $25,000,000.00 (the Comerica Note), (iii) that certain Note dated as of November 8, 2017 in favor of JPMorgan in the original face amount of $25,000,000.00 (the JPMorgan Note), and (iv) that certain Note dated as of November 8, 2017 in favor of Citibank in the original face amount of $25,000,000.00 (the Citibank Note and together with the CBT Note, the Comerica Note and the JPMorgan Note, collectively, the Notes). The Loan is also guaranteed by Domestic Subsidiaries of the Borrower pursuant to that certain Guaranty dated as of April 18, 2017 in favor of Administrative Agent for the benefit of Lenders, as modified by that certain Joinder to Guaranty dated November 30, 2017 (collectively, and as may be amended, restated, or otherwise modified from time to time, the Guaranty). The Credit Agreement, the Notes, the Guaranty and all other agreements, documents, and instruments evidencing, supporting and otherwise relating to the Loan, as each may be amended, modified, extended or restated from time to time, are sometimes referred to individually and collectively as the Loan Documents. Hereinafter, the Loan Documents shall mean such documents as modified by this Amendment.
B. Borrower has requested, and Administrative Agent and Lenders have agreed, to modify the Loan and the Loan Documents, among other things, to allow for the possible increase in Commitments and to extend the current Maturity Date of April 18, 2020 to April 18, 2022, subject to the terms and the conditions set forth below.
WHEREFORE, based on the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Accuracy of Recitals. The parties hereto acknowledge the accuracy of the recitals set forth above.