EXHIBIT 10.22
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement is entered into as of July 1,
2000, by and between Spectrum Laboratories, Inc., a Delaware corporation
("Borrower") and City National Bank, a national banking association ("CNB").
RECITALS
A. Borrower and CNB are parties to that certain Credit Agreement dated
as of December 22, 1998 as amended by that certain First Amendment to Credit
Agreement dated as of July 14, 1999 (hereinafter the "Credit Agreement").
B. Borrower and CNB desire to supplement and amend the Credit Agreement
as hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment without
definition shall have the meanings as set forth in the Credit
Agreement.
2. AMENDMENTS. The Credit Agreement is amended as follows:
2.1 Section 2.2 is stricken and replaced with the following:
2.2 The Term Loan B. CNB agrees to make, upon Borrower's
request, a term loan ("Term Loan B") to Borrower in
the principal amount of One Hundred Seventy Three
Thousand One Hundred Six and 13/100 Dollars
($173,106.13). The Term Loan B will be evidenced by a
promissory note ("Term Note") in the form attached
hereto as Exhibit "B" or as superseded in any
amendment to this Agreement.
2.2.1 Interest on Term Loan B. The Term Loan
B will bear interest from disbursement until due
(whether at stated maturity, by acceleration or
otherwise) at a fluctuating rate equal to the Prime
Rate plus one-quarter of one percent (0.25%) per
annum. Interest will be payable monthly in arrears on
the first day of each month, starting on August 1,
2000, and on the date the Term Loan B is paid in
full.
2.2.2 Payment of Term Loan B. The principal
amount of the Term Loan B will be repaid by Borrower
to CNB in twenty one (21) consecutive monthly
installments, consisting of twenty (20) installments
each in the amount of $8,530.00, and a final
installment in the amount of $2,506.13, commencing on
August 1, 2000, and continuing on the first day of
each month up to and including April 1, 2002, on
which date all principal and accrued interest will be
due and payable in full.
2.2 Exhibit "B" currently attached to the Credit
Agreement is superseded and replaced with Exhibit "B"
attached to this Amendment.
3. EXISTING AGREEMENT. Except as expressly amended herein, the Credit
Agreement shall remain in full force and effect, and in all other
respects is affirmed.
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4. CONDITIONS PRECEDENT. This Amendment shall become effective upon the
fulfillment of all of the following conditions to CNB's satisfaction:
4.1 CNB shall have received this Amendment duly executed by
Borrower and acknowledged by the Guarantors;
4.2 CNB shall have received a new Term Loan B in the form attached
as Exhibit "B" to this Amendment, duly executed by Borrower;
4.3 All other documents and legal matters in connection with the
transactions described in the Agreement will be satisfactory
in form and substance to CNB.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and all such counterparts taken together shall be deemed
to constitute one and the same instrument.
6. GOVERNING LAW. This Amendment and the rights and obligations of the
parties hereto shall be construed in accordance with, and governed by
the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and
year first above written.
"Borrower" Spectrum Laboratories, Inc., a
Delaware corporation
By: /s/ Roy T. Eddleman
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Roy T. Eddleman, Chief Executive Officer
City National Bank, a national
banking association
By: /s/ Richard Fein
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Richard Fein, Vice President
[Consent of Guarantors continued on next page]
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[Consent of Guarantors continued from prior page]
CONSENT OF GUARANTORS:
The undersigned have previously guaranteed the indebtedness of Spectrum
Laboratories, Inc. owed to CNB. The undersigned confirm that their respective
guaranties and the security given in connection therewith, if any, shall
continue in full force and effect and that each such guaranty shall be a
separate and distinct obligation and apply to the indebtedness arising from the
Credit Agreement as amended herein, subject to the overall limitation as to the
amount guaranteed.
/s/ Roy T. Eddleman
- - - -------------------------------
Roy T. Eddleman
Spectrum Europe B.V., a
Netherlands company
By: /s/ Roy T. Eddleman
- - - -------------------------------
Its: Chief Executive Officer
- - - -------------------------------
SLI Acquisition Corp., Spectrum Molecular Separations, Inc., a
a Delaware corporation Delaware corporation
By: /s/ Roy T. Eddleman By: /s/ Roy T. Eddleman
-------------------------------- ---------------------------------
Its: Chief Executive Officer Its: Chief Executive Officer
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EXHIBIT "B"
TERM NOTE B
(Any Interest Rate)
636814/32109
$173,106.13 Irvine, California
July 1,2000
FOR VALUE RECEIVED, the undersigned. Spectrum Laboratories, Inc., a
Delaware corporation ("Borrower"), promises to pay to the order of City National
Bank, a national banking association ("CNB"), at its Office located at 9
Executive Circle, Irvine, California 92614 the principal amount of One Hundred
Seventy Three Thousand One Hundred Six and 13/100 Dollars ($173,106.13), plus
interest on the unpaid principal balance, computed on the basis of a 360-day
year, actual days elapsed, at the rates, times and in accordance with the terms
of that certain Credit Agreement between Borrower and CNB, dated as of December
22, 1998, as may be amended from time to time (the "Credit Agreement").
Principal is payable in twenty one (21) consecutive monthly installments,
consisting of twenty (20) installments each in the amount of $8,530.00, and a
final installment in the amount of $2,506.13, commencing August 1, 2000, and
continuing on the first day of each month up to and including April 1, 2002, on
which day the balance of principal and interest thereon unpaid shall become due
and payable. Capitalized terms not defined herein will have the meanings given
them in the Credit Agreement.
If payment on this Note becomes due and payable on a non-business day,
the maturity thereof shall be extended to the next business day and, with
respect to payments of principal or interest thereon, shall be payable during
such extension at the then applicable rate. Upon the occurrence of one or more
of the Events of Default specified in the Credit Agreement, all amounts
remaining unpaid on this Term Note may become or be declared to be immediately
payable as provided in the Credit Agreement, without presentment, demand or
notice of dishonor, all of which are expressly waived. Borrower agrees to pay
all costs of collection of this Note and reasonable attorneys' fees (including
attorneys' fees allocable to CNB's in-house counsel) in connection therewith,
irrespective of whether suit is brought thereon.
This is the Term Note B referred to in the Credit Agreement and is
entitled to the benefits thereof, and supersedes and replaces in its entirety
that certain Term Note B dated July 14, 1999 in the original principal sum of
$275,465.44 executed by Borrower in favor of CNB.
Upon CNB's written notice to Borrower of the occurrence of an Event of
Default, the outstanding principal balance (and interest, to the extent
permitted by law) shall bear additional interest from the date of such notice at
the rate of Five Percent (5.0%) per annum higher than the interest rate as
determined and computed above, and continuing thereafter until the Event of
Default is cured.
This Note shall be governed by the laws of the State of California. If
this Note is executed by more than one Borrower, all obligations are joint and
several.
"Borrower" Spectrum Laboratories, Inc., a
Delaware corporation
By: /s/ Roy T. Eddleman
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Roy T. Eddleman, Chief Executive Officer