SECOND AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.1

SECOND AMENDMENT TO
CREDIT AGREEMENT

THIS SECOND AMENDMENT to Credit Agreement (this “Amendment”) is entered into this 9^th day of May 2019, by and between JPMORGAN CHASE BANK, N.A. (“Lender”), and XXXXX’X LIQUID GOLD-INC., a Colorado corporation, and NEOTERIC COSMETICS, INC., a Colorado corporation (each a “Borrower” and collectively, the “Borrowers”).

RECITALS

A. Lender and Borrowers have entered into that certain Credit Agreement dated as of June 30, 2016, as amended by a First Amendment to Credit Agreement, dated January 10, 2018 (as the same may from time to time be further amended, modified, supplemented or restated, the “Credit Agreement”).

B. Lender has extended credit to Borrowers for the purposes permitted in the Credit Agreement.

C. Borrowers have requested that Lender amend the Credit Agreement to (i) extend the Revolving Commitment Maturity Date and (ii) make certain other revisions to the Credit Agreement as more fully set forth herein.

D. Lender has agreed to so amend certain provisions of the Credit Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions.  Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Credit Agreement.

2. Amendments to Credit Agreement.

2.1 The definitions of “Revolving Commitment Eurodollar Spread,” “Revolving Credit Maturity Date”, and “Term Loan Eurodollar Spread” in Section 1.01 of the Credit Agreement are hereby deleted in their entirety and replaced with the following:

“Revolving Commitment Eurodollar Spread” means 2.25%.

“Revolving Credit Maturity Date” means June 30, 2021 (if the same is a Business Day, or if not then the immediately next succeeding Business Day), or any earlier date on which the Revolving Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

“Term Loan Eurodollar Spread” means 2.25%.

2.2 Section 2.10(a) of the Credit Agreement is hereby amended, in part, to delete the percentage “0.5%” and replace it with the percentage “0.25%”, therein.

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2.3 Notwithstanding anything to the contrary in the Credit Agreement, for purposes of calculating the financial covenants set forth in Section 6.12 thereof, the effects of FASB ASC 842 on operating leases shall be disregarded. For purposes hereof, the term “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

3. Limitation of Amendments.

3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Lender may now have or may have in the future under or in connection with any Loan Document.

3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4. Representations and Warranties.  To induce Lender to enter into this Amendment, each Borrower hereby represents and warrants to Lender, jointly and severally, as follows:

4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date), and (b) no Event of Default has occurred and is continuing;

4.2 Borrower has the organizational power and authority to execute and deliver this Amendment and to perform its obligations under the Credit Agreement, as amended by this Amendment;

4.3 The organizational documents of Borrower previously delivered to Lender remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Credit Agreement, as amended by this Amendment, have been duly authorized by all necessary organizational actions on the part of Borrower;

4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Credit Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Credit Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and

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4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

5. Counterparts; Delivery.  This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by fax, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment; provided, however, that, notwithstanding the foregoing, Borrower will deliver an original counterpart to this Amendment to Lender within five (5) Business Days following the date hereof.

6. Effectiveness.  This Amendment shall be deemed effective when it has been executed by Lender and when Lender has received counterparts hereof executed by each other party hereto.

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EXHIBIT 10.1

In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BORROWERS:

XXXXX’X LIQUID GOLD-INC.,

a Colorado corporation

By:	/s/ Xxxxx X. Xxxxxxxxx
Name:	Xxxxx X. Xxxxxxxxx
Title:	Chief Financial Officer

NEOTERIC COSMETICS, INC.,

a Colorado corporation

By:	/s/ Xxxxx X. Xxxxxxxxx
Name:	Xxxxx X. Xxxxxxxxx
Title:	Chief Financial Officer

LENDER:

JPMORGAN CHASE BANK, N.A.

By:	/s/ Xxxx Xxxxxx
Name:	Xxxx Xxxxxx
Title:	Authorized Officer

Acknowledged and Agreed:

GUARANTORS:

COLORADO PRODUCT CONCEPTS, INC.,

a Colorado corporation

By:	/s/ Xxxxx X. Xxxxxxxxx
Name:	Xxxxx X. Xxxxxxxxx
Title:	Chief Financial Officer

SLG CHEMICALS, INC.,

a Colorado corporation

By:	/s/ Xxxxx X. Xxxxxxxxx
Name:	Xxxxx X. Xxxxxxxxx
Title:	Chief Financial Officer

SLG TOUCH-A-LITE, INC.,

a Colorado corporation

By:	/s/ Xxxxx X. Xxxxxxxxx
Name:	Xxxxx X. Xxxxxxxxx
Title:	Chief Financial Officer