1
EXHIBIT 10.95
THIRD AMENDMENT TO
CREDIT AGREEMENT
This Third Amendment to the Credit Agreement ("Third Amendment") is made
and entered into as of April 15, 1997, by and between Trilon Dominion Partners
L.L.C. ("Trilon Dominion") and Wilshire Technologies, Inc. ("Borrower").
W I T N E S S E T H
WHEREAS, the parties hereto have entered into a Credit Agreement dated as
of January 5, 1996 (the "Agreement"); the Amendment to the Credit Agreement
("First Amendment") as of June 30, 1996; and the Second Amendment to the Credit
Agreement ("Second Amendment") dated September 30, 1996;
WHEREAS, the parties hereto wish to further amend the Agreement as set
forth in this Third Amendment;
NOW THEREFORE, in consideration of the above premises and the mutual
covenants and agreements herein, the parties agree as follows:
1. Amendment.
1.1 Section 1.1 of the Agreement is hereby amended by replacing the phrase
"not exceeding $1,000,000" in the fifth line of such section with the phrase
"not exceeding $3,000,000" .
1.2 Section 1.4 of the Agreement is hereby amended to read as follows:
Warrant and Springing Warrant. In consideration of the Lender's providing the
Commitment dated January 5, 1996, the Commitment as amended by the Second
Amendment dated September 30, 1996, and the Commitment as amended by the Third
Amendment dated April 15, 1997, the Borrower hereby agrees to issue to the
Lender (i) three warrants in the form of Exhibit B attached hereto (the
"Warrant") each to
2
purchase 100,000 shares of common stock of the Borrower, no par value per share
(the "Common Stock"), at an exercise price per share equal to the closing price
per share of Common Stock on January 5, 1996 for the first warrant, on September
30, 1996 for the second warrant, and on April 15, 1997 for the third warrant,
exercisable from the date hereof through January 5, 2001 for the first warrant,
through September 30, 2001 for the second warrant and through April 15, 2002 for
the third warrant; and (ii) three springing warrants in the form of Exhibit C
attached hereto (the "Springing Warrant") each to purchase 25,000 shares of
Common Stock, exercisable in the event that the principal and interest on the
Note (as defined in Section 1.5 of the Agreement) shall not be paid in full on
or before June 30, 1996 for the first Springing Warrant, on or before June 30,
1997 for the second Springing Warrant, and on or before December 31, 1997 for
the third Springing Warrant.
1.3 Section 1.5 of the Agreement is hereby amended by replacing the phrase
"not to exceed $1,000,000" in the fifth line of such section with the phrase
"not to exceed $3,000,000".
1.4 Section 1.7 of the Agreement is hereby amended by replacing the phrase,
"or, (ii) December 31, 1996" in the fifth line of such section with the phrase,
"or, (ii) December 31, 1997".
1.5 Except as specifically set forth in this Amendment the Agreement and
all other documents and agreements entered into in connection with the Agreement
including without limitation the Warrants and Springing Warrants shall remain
unchanged and in full force and effect.
2. Governing Law. Except as otherwise expressly provided, this Amendment
shall be governed and construed in accordance with the laws of the State of
Delaware applicable to contracts made in such State and without regard to
conflicts of law doctrines.
3
3. Counterparts. This Amendment may be executed in one or more counterparts
and by different parties in separate counterparts. All of such counterparts
shall constitute one and the same agreement and shall become effective when one
or more counterparts have been signed by each party and delivered to the other
party.
IN WITNESS WHEREOF, the parties have caused this Third Amendment to be duly
executed and delivered as of the day and year first written above.
THE BORROWER: WILSHIRE TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
THE LENDER: TRILON DOMINION PARTNERS, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
4
THIRD AMENDMENT TO
GRID PROMISSORY NOTE
This Third Amendment to the Grid Promissory Note ("Note") issued pursuant
to the Credit Agreement ("Third Amendment") is made and entered into as of April
15, 1997, by and between Trilon Dominion Partners L.L.C. ("Trilon Dominion") and
Wilshire Technologies, Inc. ("Borrower").
W I T N E S S E T H
WHEREAS, the parties hereto have entered into a Credit Agreement dated as
of January 5, 1996 (the "Agreement"), the Amendment to the Grid Promissory Note
("First Amendment") as of June 30, 1996, and the Second Amendment to the Credit
Agreement ("Second Amendment") as of September 30, 1996: and pursuant to the
Agreement Note was issued.
WHEREAS, the parties hereto wish to further amend the Note as set forth in
this Third Amendment;
NOW THEREFORE, in consideration of the above premises and the mutual
covenants and agreements herein, the parties agree as follows:
1. Amendment.
1.1 Section 1 of the Note is hereby amended by replacing the phrase,
"principal sum of ONE MILLION DOLLARS ($1,000,000):" in the sixth line of such
section with the phrase, "principal sum of THREE MILLION DOLLARS ($3,000,000)".
1.2 Section 4 of the Note is hereby amended by replacing the phrase, "or
(ii) December 31, 1996" in the fifth line of such section with the phrase, "or
(ii) December 31, 1997".
5
1.3 Except as specifically set forth in this Third Amendment the Agreement
and all other documents and agreements entered into in connection with the
Agreement shall remain unchanged and in full force and effect.
2. Governing Law. Except as otherwise expressly provided, this Third
Amendment shall be governed and construed in accordance with the laws of the
State of Delaware applicable to contracts made in such State and without regard
to conflicts of law doctrines.
3. Counterparts. This Third Amendment may be executed in one or more
counterparts and by different parties in separate counterparts. All of such
counterparts shall constitute one and the same agreement and shall become
effective when one or more counterparts have been signed by each party and
delivered to the other party.
IN WITNESS WHEREOF, the parties have caused this Third Amendment to be duly
executed and delivered as of the day and year first written above.
THE BORROWER: WILSHIRE TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
THE LENDER: TRILON DOMINION PARTNERS, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
