CITY NATIONAL BANK
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement is entered into as of May 7,
1998, by and between SPECTRUM MEDICAL INDUSTRIES, INC., a California corporation
and SPECTRUM LABORATORIES, INC., a California 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 February 28, 1997, as amended by that certain First Amendment to Credit
Agreement dated as of October 10, 1997, (the Credit Agreement, as herein
amended, 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 set forth in the Credit Agreement.
2. AMENDMENTS. The Credit Agreement is amended as follows:
2.1 Delete the definition of "TERMINATION DATE" in its entirety and
replace it with:
"TERMINATION DATE" means July 1, 1998. Notwithstanding the
foregoing, CNB may, as its option, terminate this Agreement
pursuant to Section 7.3; the date of any such termination will
become the Termination Date as that term is used in this Agreement"
2.2 Section 2.1.3 ADDITIONAL TERM LOAN PAYMENT. is amended by
deleting the date "DECEMBER 1, 1997" from both the first sentence
and the last sentence and replacing it with a new date of "JULY
1, 1998" in both the first sentence and in the last sentence.
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.
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
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acknowledged by the Guarantors.
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 MEDICAL INDUSTRIES, INC.,a
California corporation
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Xxx X. Xxxxxxxx, Chairman/CEO
SPECTRUM LABORATORIES, INC., a
California corporation
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Xxx X. Xxxxxxxx, Chairman/CEO
"CNB" CITY NATIONAL BANK, a national
banking association
By: /s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx, Vice President
CONSENT OF GUARANTORS:
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The undersigned have previously guaranteed the indebtedness of Spectrum
Medical Industries, Inc., a California corporation and Spectrum Laboratories,
Inc., a California corporation 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 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/ Xxx X. Xxxxxxxx
----------------------------
Xxx X. Xxxxxxxx
Spectrum Molecular Separations, Inc., a
Delaware corporation
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Xxx X. Xxxxxxxx, Chairman/CEO
HYDRO-MED PRODUCTS, INC., a
Texas corporation
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Xxx X. Xxxxxxxx, Chairman/CEO
SLI ACQUISITION CORP., a
Delaware corporation
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Xxx X. Xxxxxxxx, Chairman/CEO
SPECTRUM EUROPE B.V.,a
Netherlands corporation
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Xxx X. Xxxxxxxx, Chairman/CEO
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