EXHIBIT 10.25
THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Third Amendment ("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, as follows:
1. Section 4.07 is amended in its entirety to read as follows:
"4.07 COVERAGE RATIO. Maintain on a quarterly basis a Coverage Ratio
of not less than 1.25 to 1.00 beginning with the period ending
December 31, 2000, and 1.50 to 1.00 beginning with the period ending
March 31, 2001, and continuing thereafter, all as measured on a
rolling four quarter basis, wherein the numerator shall be net income
plus depreciation, amortization, and non-cash expense resulting from
the issuance of stock options; and the denominator shall be the sum of
the current maturities of all long-term debt (including subordinated
debt), with the exception of the ABL, preferred stock or preferred
stock dividends; all as computed and determined in accordance with
generally accepted accounting principles on a basis consistently
maintained by Borrower."
2. Section 4.09 is restated in its entirety to read as follows:
"4.09 BASE BUSINESS REVENUE. Maintain Base Business Revenue of at
least $5,500,000 for each of the fiscal quarters ending March 31,
2000, and June 30, 2000; $6,000,000 for the fiscal quarter ending
September 30, 2000, and $7,000,000 for the fiscal quarter ending
December 31, 2000, and for each fiscal quarter thereafter. "Base
Business Revenue" is defined as the ongoing revenue derived from the
sale of product lines as such products were offered for sale by
Borrower as of December 31, 1999, including acne products."
3. A $1,000 amendment fee is due upon the execution hereof, payment of which
will be made by Bank's debit to Borrower's primary demand deposit account
with Bank.
4. This Amendment is dated as of December 31, 2000, and the parties hereby
confirm that the Agreement as amended is in full force and effect upon
execution hereof and upon Bank's receipt of payment as required herein.
IMPERIAL BANK OBAGI MEDICAL PRODUCTS, INC.
("BANK") ("BORROWER")
By: ___________________________________ By: ____________________________
Xxxxxxx X. Xxxxxxxx, Vice President
By: ____________________________
