-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000727273-06-000021.txt : 20061004
<SEC-HEADER>0000727273-06-000021.hdr.sgml : 20061004
<ACCEPTANCE-DATETIME>20061004154633
ACCESSION NUMBER:		0000727273-06-000021
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060929
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061004
DATE AS OF CHANGE:		20061004

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CADIZ INC
		CENTRAL INDEX KEY:			0000727273
		STANDARD INDUSTRIAL CLASSIFICATION:	WATER SUPPLY [4941]
		IRS NUMBER:				770313235
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12114
		FILM NUMBER:		061128337

	BUSINESS ADDRESS:	
		STREET 1:		777 SOUTH FIGUEROA STREET
		STREET 2:		SUITE 4250
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90017
		BUSINESS PHONE:		213-271-1600

	MAIL ADDRESS:	
		STREET 1:		777 SOUTH FIGUEROA STREET
		STREET 2:		SUITE 4250
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CADIZ LAND CO INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PACIFIC AGRICULTURAL HOLDINGS INC
		DATE OF NAME CHANGE:	19920602

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ARIDTECH INC
		DATE OF NAME CHANGE:	19880523
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>oct_2006-8k.txt
<TEXT>

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported):
                       September 29, 2006


                           CADIZ INC.
     (Exact name of Registrant as specified in its charter)

                            DELAWARE
         (State or other jurisdiction of incorporation)

                0-12114                        77-0313235
        (Commission File Number)   (IRS Employer Identification No.)

777 South Figueroa Street, Suite 4250, Los Angeles 90017
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code: (213) 271-1600

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the
       Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the
       Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b)
       under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c)
       under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On September 29, 2006, Cadiz Inc. (the "Company") entered
into Amendment No. 1 to the Credit Agreement dated June 26, 2006
between the Company and our wholly-owned subsidiary Cadiz Real
Estate LLC, as borrowers, the lenders from time to time parties
thereto, and Peloton Partners LLP, as Administrative Agent.

     This Amendment No. 1 provides certain technical corrections
and clarifications to the Credit Agreement.  The Amendment also
revises the procedure by which the conversion prices applicable
to the subject convertible loan are to be calculated in the event
of a change in control of the company.  Under the original Credit
Agreement, in the event of a change in control of the company the
conversion price was to be adjusted pursuant to a formula taking
into account the amount of time that the loan has been
outstanding and the value of the Company's stock at the time of
the change of control.  As modified by Amendment No. 1, in the
event of a change in control of the company the conversion price
is to be established pursuant to a specific schedule of prices
which, similar to the previously applicable formula, takes into
account the amount of time that the loan has been outstanding
but, unlike the previously applicable formula, does not take into
account the value of the Company's stock at the time of the
change of control.  Under the schedule of conversion prices as
provided in Amendment No. 1, as in the original Credit Agreement,
in no event shall the adjusted conversion price be less than
$16.50 per share.


ITEM 5.02.     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
               ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL
               OFFICERS

(b) & (d) Mr. Winston H. Hickox has been appointed to the
Company's Board of Directors effective October 2, 2006.

     Mr. Hickox recently completed a two year assignment as
Senior Portfolio Manager with the California Public Employees'
Retirement System (CalPERS) where he assisted with the design and
implementation of a series of environmentally oriented investment
initiatives in the Private Equity, Real Estate, Global Public
Equities, and Corporate Governance segments of the fund's $211
billion investment portfolio.

     Prior to his assignment at CalPERS, Mr. Hickox served as
Secretary of the California Environmental Protection Agency
(CalEPA), a member of the Governor's cabinet responsible for a
broad range of programs created to protect California's human and
environmental health. During his tenure, Mr. Hickox contributed
to the enactment of some of California's most important
environmental legislation and the design and implementation of
pioneering environmental policy.

     Mr. Hickox' environmental policy experience also includes
two years as an alternate member of the California Coastal
Commission; seven years as Special Assistant of Environmental
Affairs for California Governor Edmund G. Brown, Jr.; twelve
years on the board of the California League of Conservation
Voters (CLCV), including a four-year term as Board President; and
two years on the boards of Audubon California and Sustainable
Conservation.

     Mr. Hickox is currently a partner at California Strategies,
a public policy consulting firm, and is also serving as a member
of the board of Thomas Properties Group, a publicly traded full
service real estate investment firm.  Additionally, Mr. Hickox is
currently a member of the Sacramento County Employees' Retirement
System board.

     Earlier in his professional career, Mr. Hickox was a partner
and Managing Director with LaSalle Advisors, Ltd., a major force
in the world's real estate capital markets, and a Managing
Director with Alex Brown Kleinwort Benson Realty Advisors Corp.
and served as head of the firm's Portfolio Management Group.

     Mr. Hickox was also appointed to the Company's Audit
Committee to fill the vacancy created by the resignation,
effective July 31, 2006, of Mr. Murray H. Hutchison as a member
of such Committee.  As previously reported by the Company, Mr.
Hutchison tendered his resignation solely due to his service on
the audit committee of a New York Stock Exchange listed company
which prohibits members of its audit committee from serving on
more than two other audit committees.  Mr. Hutchison remains a
member of the Company's Board of Directors and of its
Compensation and Corporate Governance & Nominating committees.

     As also previously disclosed by the Company, as a result of
Mr. Hutchison's resignation from the Audit Committee, the Company
did not comply with the provisions of Nasdaq Rule 4350(d)(2)(A),
which requires that the Company have and continue to have an
audit committee comprised of at least three members.  By
appointing Mr. Hickox to the Audit Committee, the Company has
satisfied the requirements of this rule within the time limits
prescribed by Nasdaq Rule 4350(d)(4)(B), which required the
Company to fill the vacant position on the audit Committee by the
earlier of its next annual shareholder meeting or July 31, 2007.

     Mr. Hickox was also appointed as an additional member of the
Company's Compensation Committee and the Company's Corporate
Governance & Nominating Committee.


ITEM 8.01.     OTHER EVENTS

     On October 3, 2006 the Company received written confirmation
from the Nasdaq Listing Qualifications Department that, with the
appointment of Winston Hickox to the Company's Board of Directors
and Audit Committee, the Company has complied with Nasdaq Rule
4350(d)(2)(A), which requires that the Company have and continue
to have an audit committee comprised of at least three members.
See "Item 5.02.  Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers," above.


ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

     EXHIBITS

     3.1   Amendment No. 1 dated September 29, 2006 to
           the $36,375,000 Credit Agreement among Cadiz Inc.
           and Cadiz Real Estate LLC, as Borrowers, the Several
           Lenders from time to time parties thereto and
           Peloton Partners LLP, as Administrative Agent, dated
           as of June 26, 2006.




                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              Cadiz Inc.


                              By: /s/ O'Donnell Iselin II
                                  -------------------------------
                                  O'Donnell Iselin II
                                  Chief Financial Officer

Dated:  October 4, 2006

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>exhibit3-1.txt
<TEXT>

               AMENDMENT NO. 1 TO CREDIT AGREEMENT


     This AMENDMENT NO. 1 TO CREDIT AGREEMENT ("Amendment") is
entered into as of September 29, 2006 among Cadiz Inc., a
Delaware corporation ("Cadiz"), and Cadiz Real Estate LLC, a
Delaware limited liability company ("CRE"; together with Cadiz,
the "Borrower" or "Borrowers" ), the lenders from time to time
party hereto ("Lenders") and Peloton Partners LLP, as
administrative agent (the "Agent"). The parties to this Amendment
are hereinafter sometimes referred to collectively as the
"Parties".


                            RECITALS:

     WHEREAS, the Parties have entered into a Credit Agreement
dated as of June 26, 2006, (the "Credit Agreement"); and

     WHEREAS, the Parties desire to amend the Credit Agreement
and certain Loan Documents in certain respects;

     NOW THEREFORE, in consideration of the above recitals, the
promises and the mutual representations, warranties, covenants
and agreements herein contained, the Parties hereby agree as
follows.  Defined terms used herein shall, if not otherwise
defined in this Amendment No. 1, have the same meaning as set
forth in the Credit Agreement.

     1.   DEFINITIONS.  Section 1.1 of the Agreement (g) is
hereby is hereby amended as follows:

          a.   The definitions of "Adjusted Conversion Share
Amount" and "Adjusted Parity Amount" are hereby deleted;

          b.   The definitions of "Adjusted Tranche A Conversion
Price" and "Adjusted Tranche B Conversion Price" are hereby
deleted and replaced with the following:

               "Adjusted Tranche A Conversion Price":  with
respect to the Tranche A Conversion Price, the price obtained by
application of the table of prices as set forth on Table 1
attached hereto and by this reference incorporated herein.

               "Adjusted Tranche B Conversion Price":  with
respect to the Tranche B Conversion Price, the price obtained by
application of the table of prices as set forth on Table 1
attached hereto and by this reference incorporated herein.

          c.   The definitions of "Tranche A Conversion Price"
and Tranche B Conversion Price" shall be amended solely to
replace the reference to "Section 2.7(g)" in each such definition
with a reference to "Section 2.7(f)".

     2.   MAXIMUM NUMBER OF CONVERSION SHARES.  Section 2.7(g) is
hereby added to read in its entirety as follows:

     "(g) In no event shall the total number of Conversion Shares
issuable pursuant to this Agreement exceed 2,221,909, except as a
result of adjustments effectuated pursuant to the requirements of
subsection (f) above."

     3.   CHANGE OF CONTROL ELECTIONS.  Sections 2.8(a) and (b)
are hereby deleted and replaced with the following:

     "(a)  Each Lender shall have the right, at such Lender's
option, pursuant to an offer (subject only to conditions required
by applicable law, if any) by Cadiz (the "Change of Control
Offer") communicated to the Agent, to either (i) require Cadiz to
repay the Loans in cash in an amount equal to the Accreted Loan
Value of the Loans, or (ii) convert the Loans into Conversion
Shares at the Adjusted Tranche A Conversion Price and the
Adjusted Tranche B Conversion Price, as applicable.

     (b)  The Change of Control Offer shall be made in writing by
Cadiz to the Agent (for reasonably prompt distribution to each
Lender) concurrently with the public announcement of such Change
of Control and shall remain open until the date of the
consummation of the Change of Control (the "Change of Control
Period").  The written notice shall provide (i) information about
the terms and conditions of the Change of Control, (ii)
information about the Lenders' right to elect repayment of the
Loans or conversion of the Loans into Conversion Shares pursuant
to Section 2.8(a); and (iii) the expiration date of the Change of
Control Period. "

     4.   SECURITY DOCUMENTS.  Section 3.16(c) is hereby added to
read in its entirety as follows:

     "(c)  Notwithstanding the provisions of this Agreement, the
Security Agreement, the Mortgage, or any other Loan Document
which provides for collateral as security for the Obligations,
neither Agent nor Lender shall have any claim against such
collateral with respect to the enforcement of Obligations in
favor of the Agent or a Lender arising under Section 2.7 hereof,
under Section 2.8(a)(ii) hereof, or under the Registration Rights
Agreement."

     5.   EXISTING CREDIT AGREEMENT.  Except as otherwise amended
or modified herein or hereby, the provisions of the Credit
Agreement are hereby reaffirmed and shall remain in full force
and effect.

     6.   FURTHER AMENDMENT TO LOAN DOCUMENTS.  The parties
shall, promptly following the execution of this Amendment, amend
the Security Agreement, the Mortgage, and any other Loan Document
for which such amendment is appropriate, in order to reflect the
amendments to the Credit Agreement set forth in this Amendment;
provided, that, pending the formal execution of such amendments,
in the event of a conflict between the provisions of any such
Loan Document and the provisions of the Credit Agreement as
amended by this Amendment, the provisions of the Credit Agreement
as so amended shall apply.  In addition, the parties agree that
they shall use their reasonable best efforts to negotiate and
execute such further amendments to the Loan Documents as may be
necessary in order to ensure that neither Agent nor Lender shall
have any claim against collateral with respect to the enforcement
of Obligations in favor of the Agent or a Lender solely to the
extent that such Obligations may be classified as an "embedded
derivative instrument" as such term is applied under FASB
Statement No. 133, Accounting for Derivative Instruments and
Hedging Activities and related Emerging Issues Task Force (EITF)
interpretations and the rules and regulations of the U.S.
Securities and Exchange Commission (provided, that no such
amendment shall adversely impact any claim against collateral
with respect to the enforcement of Obligations in favor of the
Agent or a Lender relating to the repayment by Borrowers of the
Accreted Loan Value of the Loans).


     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.

                              CADIZ INC.

                              By:
                                 ---------------------------------
                                 Name:
                                 Title:


                              CADIZ REAL ESTATE LLC


                              By:
                                 ---------------------------------
                                 Name:
                                 Title:


                              PELOTON PARTNERS LLP, as
                              Administrative Agent

                              By:
                                 ---------------------------------
                                 Name:
                                 Title:


                              PELOTON MULTI-STRATEGY MASTER FUND,
                              as Lender

                              By:
                                 ---------------------------------
                                 Name:
                                 Title:



                              MILFAM II L.P.

                              By:  Milfam LLC, as general partner

                              By:
                                 ---------------------------------
                                 Name:  Lloyd Miller, III
                                 Title:  Managing Member




                             TABLE 1


                Adjusted Tranche A    Adjusted Tranche B
     Date        Conversion Price      Conversion Price
   --------     ------------------    ------------------
   06/29/06           $16.50              $16.50
   06/30/06           $16.50              $16.50
   07/31/06           $16.53              $16.62
   08/31/06           $16.56              $16.73
   09/30/06           $16.58              $16.84
   10/31/06           $16.61              $16.95
   11/30/06           $16.64              $17.06
   12/31/06           $16.67              $17.17
   01/31/07           $16.70              $17.28
   02/28/07           $16.72              $17.38
   03/31/07           $16.75              $17.49
   04/30/07           $16.78              $17.60
   05/31/07           $16.80              $17.71
   06/30/07           $16.83              $17.82
   07/31/07           $16.86              $17.93
   08/31/07           $16.89              $18.05
   09/30/07           $16.91              $18.16
   10/31/07           $16.94              $18.27
   11/30/07           $16.97              $18.38
   12/31/07           $17.00              $18.49
   01/31/08           $17.03              $18.60
   02/29/08           $17.05              $18.70
   03/31/08           $17.08              $18.82
   04/30/08           $17.11              $18.93
   05/31/08           $17.13              $19.04
   06/30/08           $17.16              $19.15
   07/31/08           $17.19              $19.26
   08/31/08           $17.22              $19.37
   09/30/08           $17.24              $19.48
   10/31/08           $17.27              $19.59
   11/30/08           $17.30              $19.70
   12/31/08           $17.33              $19.81
   01/31/09           $17.36              $19.92
   02/28/09           $17.38              $20.02
   03/31/09           $17.41              $20.14
   04/30/09           $17.44              $20.24
   05/31/09           $17.46              $20.36
   06/30/09           $17.49              $20.47
   07/31/09           $17.52              $20.58
   08/31/09           $17.55              $20.69
   09/30/09           $17.57              $20.80
   10/31/09           $17.60              $20.91
   11/30/09           $17.63              $21.02
   12/31/09           $17.66              $21.13
   01/31/10           $17.69              $21.24
   02/28/10           $17.71              $21.34
   03/31/10           $17.74              $21.46
   04/30/10           $17.77              $21.56
   05/31/10           $17.79              $21.68
   06/30/10           $17.82              $21.78
   07/31/10           $17.85              $21.90
   08/31/10           $17.88              $22.01
   09/30/10           $17.90              $22.12
   10/31/10           $17.93              $22.23
   11/30/10           $17.96              $22.34
   12/31/10           $17.99              $22.45
   01/31/11           $18.02              $22.56
   02/28/11           $18.04              $22.66
   03/31/11           $18.07              $22.77
   04/30/11           $18.10              $22.88
   05/31/11           $18.12              $23.00
   06/29/11           $18.15              $23.10

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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