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EXHIBIT 10.90
SECOND AMENDMENT TO
CREDIT AGREEMENT
This Second Amendment to the Credit Agreement ("Second Amendment") is
made and entered into as of September 30, 1996, 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"); and the Amendment to the Credit
Agreement ("Amendment") as of June 30, 1996;
WHEREAS, the parties hereto wish to further amend the Agreement as set
forth in this Second 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 $2,000,000, such amounts to be made available upon
completion of the milestones listed in Schedule 1.1" .
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 and the Commitment as amended by the Second
Amendment dated September 30, 1996, the Borrower hereby agrees to issue to the
Lender (i)two warrants in the form of Exhibit B attached hereto (the "Warrant")
each to purchase 100,000 shares of common stock of the Borrower, no par value
per share (the
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"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 and on September
30, 1996 for the second warrant, exercisable from the date hereof through
January 5, 2001 for the first warrant and through September 30, 2001 for the
second warrant; and (ii) two 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 and on or before June
30, 1997 for the second 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 $2,000,000, such amounts to be made available upon
completion of the milestones listed in Schedule 1.1" .
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) June 30, 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. 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.
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IN WITNESS WHEREOF, the parties have caused this Agreement 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
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SCHEDULE 1.1
DRAWDOWN
MILESTONES AMOUNT
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1) Complete sale of Medical Products $250,000
and Transdermal Products Divisions.
2) Complete development of Second $250,000
Generation glove polymer and issue
production purchase order.
3) Complete agreements and obtain licenses $250,000
and permits necessary to operate the glove
pilot plant in Mexico.
4) Produce gloves in the glove pilot plant in $250,000
Mexico at the rate of 20,000 pairs per month.
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SECOND AMENDMENT TO
GRID PROMISSORY NOTE
This Second Amendment to the Grid Promissory Note ("Note") issued
pursuant to the Credit Agreement ("Second Amendment") is made and entered into
as of September 30, 1996, 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") and the Amendment to the Grid Promissory
Note ("Amendment") as of June 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 Second 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 TWO MILLION DOLLARS ($2,000,000)".
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) June 30, 1997".
1.3 Except as specifically set forth in this 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.
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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. 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 Agreement 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
