Exhibit 3.4
SECOND AMENDMENT TO CREDIT AND
SECURITY AGREEMENT
THIS SECOND AMENDMENT (the
“Amendment”), dated August 13, 2009, is entered
into by and between HEMACARE CORPORATION, a California corporation
and CORAL BLOOD SERVICES, INC., a California corporation (jointly
and severally, the “Company”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION (as more fully defined in Paragraph 1 of this
Amendment, “Wells Fargo”), acting through its Wells
Fargo Business Credit operating division.
RECITALS
Company and Wells Fargo are parties
to a Credit and Security Agreement dated April 10, 2008 (as
amended from time to time, the “Credit Agreement”).
Capitalized terms used in these recitals have the meanings given to
them in the Credit Agreement unless otherwise specified.
The Company has requested that
certain amendments be made to the Credit Agreement, which Wells
Fargo is willing to make pursuant to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants and agreements herein
contained, it is agreed as follows, effective as of the date
hereof:
1.
Modified Minimum Net Income
Financial Covenant . Section 5.2(b) of the Credit
Agreement is hereby amended in its entirety to read as
follows:
(b)
Minimum Net
Income . Company shall
achieve, for each period described below, Net Income of not less
than the amount set forth for each such period (if applicable,
numbers appearing between “< >“ are
negative).
|
Period
|
|
Minimum Net Income
|
|
|
|
|
|
|
|
Fiscal Quarter Ending June 30,
2009
|
|
$
|
150,000
|
|
|
|
|
|
|
|
Fiscal Quarter Ending
September 30, 2009
|
|
$
|
150,000
|
|
|
|
|
|
|
|
Fiscal Quarter Ending
December 31, 2009
|
|
$
|
150,000
|
|
|
|
|
|
|
|
Fiscal Year Ending December 31,
2009
|
|
$
|
500,000
|
|
