EXHIBIT 10.24
SECOND AMENDMENT AND CONSENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment and Consent dated as of January 10, 2001 Amendment")
amends that certain Credit Agreement ("Agreement") by and between IMPERIAL
BANK ("Bank") and OBAGI MEDICAL PRODUCTS, INC. ("Borrower") dated as of
March 22, 2000, and provides the Bank's consent to as certain transaction as
follows:
1. As required by Section 5.01 of the Agreement, Borrower has requested
Bank's permission for a majority ownership in Borrower to be transferred
from Mandarin Partners, LLC, to members including Stonington Capital
Appreciation 1994 Fund, L.P., Xxxxx X. Xxxx, Xxxx Family Limited
Partnership, Xxx X. Xxxxxx, and Xxxx Xxxxx (collectively the "Members"),
pursuant to that certain Mandarin Partners LLC Unanimous Written Consent
of Management Committee dated January 10, 2001. Bank hereby consents to
this request, provided that pursuant to this transaction, no shares are
repurchased by Borrower and no other cash payment is made by Borrower to
the Members.
2. Section 5.01 of the Agreement is amended in its entirety to read as
follows:
"TYPE OF BUSINESS; MANAGEMENT; CHANGE IN CONTROL. Make any substantial
change in the character of its business, or permit Stonington Capital
Appreciation 1994 Fund, L.P., Xxxxx X. Xxxx, Tong Family Limited
Partnership, Xxx X. Xxxxxx, and Xxxx Xxxxx (collectively the "Members")
to collectively own less than a majority interest in Borrower."
3. The Agreement, as amended hereby, shall be and remain in full force and
effect in accordance with its respective terms and hereby is ratified and
confirmed in all respects. Except as expressly set forth herein, the
execution, delivery, and performance of this Amendment shall not operate
as a waiver of, or as an amendment of, any right, power, or remedy of Bank
under the Agreement, as in effect prior to the date hereof. Borrower
ratifies and reaffirms the continuing effectiveness of all promissory
notes, guaranties, security agreements, mortgages, deeds of trust,
environmental agreements, and all other instruments, documents and
agreements entered into in connection with the Agreement.
4. Unless otherwise defined, all initially capitalized terms in this
Amendment shall be as defined in the Agreement.
5. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
IMPERIAL BANK OBAGI MEDICAL PRODUCTS, INC.
("BANK") ("BORROWER")
By: ___________________________________ By: ________________________
Xxxxxxx X. Xxxxxxxx, Vice President
By: ________________________
