First Amendment to Loan and Security Agreement, dated March 26, 2021

Exhibit 10.22

FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of March 26, 2021, is entered into by umb bank, n.a. (together with its successors and assigns, “Lender”), SCOTT’S LIQUID GOLD-INC., a Colorado corporation (“SLG”), SLG CHEMICALS, INC., a Colorado corporation (“Chemicals”), and NEOTERIC COSMETICS, INC., a Colorado corporation (“NC”, and together with SLG and Chemicals, collectively, “Borrowers” and each, a “Borrower”) and each of the undersigned guarantors (collectively “Guarantors” and together with Borrowers, “Obligors”), with reference to the following facts:

RECITALS

NOW, THEREFORE, the parties hereby agree as follows:

“‘Applicable Margin’ means:

(i) 3.75% from the Closing Date through the date immediately preceding the First Amendment Effective Date, and

(ii)5.75% from and after the First Amendment Effective Date; provided, however, if all of the Applicable Margin Reduction Conditions have been satisfied, the Applicable Margin will be reduced to 3.75%; and

(b) with respect to Term Loan:

(i) 4.50% from the Closing Date through the date immediately preceding the First Amendment Effective Date, and

(ii)6.50% from and after the First Amendment Effective Date; provided, however, if all of the Applicable Margin Reduction Conditions have been satisfied, the Applicable Margin will be reduced to 4.50%; and

(c) with respect to all other Obligations:

(i) 4.50% from the Closing Date through the date immediately preceding the First Amendment Effective Date, and

(ii)6.50% from and after the First Amendment Effective Date; provided, however, if all of the Applicable Margin Reduction Conditions have been satisfied, the Applicable Margin will be reduced to 4.50%.

‘Applicable Margin Reduction Conditions’ means the first day of the first month following Borrowers’ submission of a Compliance Certificate demonstrating that: (a) no Defaults or Events of Default have occurred and are continuing (including compliance with all financial covenants), and (b) Borrowers’ Fixed Charge Coverage Ratio, measured on a trailing twelve month basis is equal or greater than 1.20 to 1.00 for 3 or more consecutive months.

‘Benchmark Replacement Supplement’ means the Benchmark Replacement Supplement, dated as of March 26, 2021, between Borrowers and Lender.

‘Cash Flow After Debt Service’ means, for any period, EBITDA for such period, minus cash taxes paid during such period, minus Non-Financed Capital Expenditures made during such period, minus all Restricted Payments paid or payable to a Person that is not a Loan Party made during such period, minus Fixed Charges for such period.

‘Contract Rate’ means a per annum rate equal to the sum of the Base Rate in effect from time to time plus the Applicable Margin.  Notwithstanding anything to the contrary set forth herein, if at any time the Contract Rate determined as provided above would be less than 3.50% per annum, then the Contract Rate shall be deemed to be 3.50% per annum.

‘EBITDA’ means, for any period, the sum of (a) Net Income (or Net Loss) for such period, plus (b) the interest expense for such period, plus (c) the provision for income taxes allocable to such period, plus (d) any depreciation or amortization expenses for such period, plus (e) non-cash stock compensation expense, non-cash adjustments to the value of fixed assets or intangible assets, and other non-cash, non-recurring losses, charges or expenses (or minus non-recurring income or gain) approved by Lender in its Permitted Discretion, to the extent included in determining Net Income (or Net Loss) for such period plus solely with respect to any period which includes any of the months ended below, the amounts set forth below opposite the month ended periods which are part of the period with respect to which EBITDA is being calculated:

-2-

For the avoidance of doubt, EBITDA will not be increased by the amount of the year-end adjustments made by Borrowers in December 2020 in the approximate amount of $857,000.

‘First Amendment Effective Date’ means the date that all of the conditions to the effectiveness of the First Amendment to Loan and Security Agreement, dated as of March 26, 2021, have been satisfied or waived.

‘Fixed Charges’ means, without duplication, (i) cash interest expense paid or scheduled to be paid during such period, plus (ii) principal payments on Debt which were made or scheduled to be paid during such period (other than payments of principal of Revolving Loans (unless in conjunction with a permanent reduction in the Revolving Facility Limit)), plus (iii) payments on Capitalized Leases which were made or scheduled to be made during such period, all calculated for SLG and its Subsidiaries on a consolidated basis, provided that, with respect to any twelve month period (the ‘Applicable Period’) which includes any months ending from January 31, 2020 through June 30, 2020 (the ‘Pre-Closing Period’), clauses (b)(i) and (b)(ii) shall collectively be deemed to be equal to (A) $100,000 per month for each month of the Pre-Closing Period which is contained in the Applicable Period plus (B) cash interest expense paid or scheduled to be paid during the portion of the Applicable Period after June 30, 2020 plus (C) principal payments on Debt which were made or scheduled to be paid during the portion of the Applicable Period after June 30, 2020 (other than payments of principal of Revolving Loans (unless in conjunction with a permanent reduction in the Revolving Facility Limit).

‘Fixed Charge Coverage Ratio’ means, for any period, the ratio, determined as of the end of each calendar month of (a) EBITDA for such period, minus cash taxes paid during such period, minus Non-Financed Capital Expenditures made during such period, minus all Restricted Payments paid or payable to a Person that is not a Loan Party made during such period to (b) Fixed Charges for such period.

‘LIBOR Rate’ means, on any date of determination, the greater of (a) zero percent (0.00%) and (b) the rate of interest per annum reported on Reuters Screen LIBOR01 (or any successor page or other commercially available, generally recognized financial information source providing quotations of the London Interbank Offered Rate (‘LIBOR’), as determined by Lender from time to time) at approximately 11:00 a.m., London time, on such day (or, if such day is not a Business Day, on the preceding Business Day) for dollar deposits in the amount of $1,000,000 with a maturity of one month; subject to the provisions of the Benchmark Replacement Supplement.  The determination of the LIBOR Rate by Lender shall be conclusive in the absence of manifest error.  The LIBOR rate shall be determined on the first Business Day of each calendar month.

“Section 9.1Financial Covenants.

-3-

(a)Minimum Tangible Net Worth.  Tangible Net Worth as of the last day of each month, shall not be less than the Tangible Net Worth Requirement.  As used herein:

(i)‘Tangible Net Worth Requirement’ means the respective Tangible Net Worth Requirement set forth below:

thereafter, the Tangible Net Worth Requirement shall be increased (but not decreased) on each Determination Date by an amount equal to 25% of positive Net Income for the fiscal year immediately preceding such Determination Date, based on the audited financial statements required by Section 8.1(a) with respect to the fiscal year ending prior to such Determination Date.

(ii)‘Determination Date’ means the date that Borrowers are required to deliver audited financial statements as set forth in Section 8.1(a).

(b)Minimum Fixed Charge Coverage Ratio.  Commencing with the month ended August 31, 2021, Borrowers’ Fixed Charge Coverage Ratio as of each month-end shall not be less than 1.20 to 1.00.  Borrowers’ Fixed Charge Coverage Ratio shall be measured (i) from August 31, 2021 through December 31, 2021, on a trailing year-to-date basis, and (ii) thereafter on a trailing twelve month basis.

(c)Minimum Cumulative Cash Flow After Debt Service.  Borrowers’ cumulative Cash Flow After Debt Service, for each Test Period below, shall not be less than the amount opposite such Test Period through July 31, 2021:

5.Representations and Warranties.  Each Obligor represents and warrants to Lender that:

-4-

-5-

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

-6-

[Signature Page Follows]

-7-

IN WITNESS WHEREOF, Obligors and Lender have executed this Amendment by their respective duly authorized officers as of the date first above written.

-8-

BENCHMARK REPLACEMENT SUPPLEMENT

This Benchmark Replacement Supplement (this “Supplement”) is entered into as of March 26, 2021, between umb bank, n.a. (together with its successors and assigns, “Lender”), SCOTT’S LIQUID GOLD-INC., a Colorado corporation (“SLG”), SLG CHEMICALS, INC., a Colorado corporation (“Chemicals”), and NEOTERIC COSMETICS, INC., a Colorado corporation (“NC”, and together with SLG and Chemicals, collectively, “Borrowers” and each, a “Borrower”) and supplements the Loan and Security Agreement dated as of July 1, 2020 (as has been or may be amended, supplemented, replaced, restated or otherwise modified, the “Loan Agreement”).

“Alternative Base Rate” means the Prime Rate plus or minus a spread adjustment (which may be a positive or negative value or zero), as determined by Lender (with the intention that the Base

Rate plus or minus such spread shall yield a Base Rate substantially equivalent to the previously available LIBOR Rate)

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate that has been selected by Lender plus (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero percent (0.00%)  per annum, then the Benchmark Replacement will be deemed to be zero percent (0.00%) per annum for the purposes of the Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of LIBOR Rate with an Unadjusted Benchmark Replacement for each applicable interest period, the spread adjustment applied to the Unadjusted Benchmark Replacement (which may be a positive or negative value or zero), or the method for calculating or determining such spread adjustment, that has been selected by Lender, it being the intention that the Benchmark Replacement will be substantially equivalent to the previously available LIBOR Rate.

“Benchmark Replacement Conforming Changes” means,  with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including timing and frequency of determining rates and making payments of interest and other administrative matters) that Lender determines may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Lender in a manner substantially consistent with market practice (or, if Lender were to determine that adoption of any portion of such market practice is not administratively feasible, or if Lender were to determine that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as Lender would determine is reasonably necessary in connection with the administration of the Loan Agreement).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the LIBOR Rate:

(a) a public statement or publication of information by or on behalf of the administrator of the LIBOR Rate announcing that such administrator has ceased or will cease to provide the LIBOR Rate, permanently or indefinitely, provided that at the time of such statement or publication there is no successor administrator that will continue to provide the LIBOR Rate;

(b) a public statement or publication of information by: (1) the regulatory supervisor for the administrator of the LIBOR Rate, (2) the U.S. Federal Reserve System, (3) an insolvency official with jurisdiction over the administrator for the LIBOR Rate, (4) a resolution authority with jurisdiction over the administrator for the LIBOR Rate, or (5) a court of proper jurisdiction or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Rate, which statement or publication states that the administrator of the LIBOR Rate has ceased or will cease to provide the LIBOR Rate permanently or indefinitely, and provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate; or

(c) a public statement or publication of information by (1) the regulatory supervisor for the administrator of the LIBOR Rate, (2) the U.S. Federal Reserve System, or (3) a governmental or regulatory authority having jurisdiction over Lender, announcing that the LIBOR Rate is no longer representative of the market.

“Early Opt-in Election” means the occurrence of:

(2) the election by Lender to declare that an Early Opt-in Election has occurred and Lender providing written notice of such election to Borrowers.

“Prime Rate” means the rate per annum published from time to time by The Wall Street Journal as the base rate for corporate loans at large commercial banks (or if more than one such rate is published, the higher or highest of the rates so published).  If such rate is no longer published by The Wall Street Journal, then Lender shall, in its sole and absolute discretion, substitute the base or prime rate for corporate loans at a large commercial bank for the base rate published in The Wall Street Journal.  Such rate may not necessarily be the lowest or best rate actually charged to any customer of such commercial bank.  Any change in the Prime Rate shall become effective on the day of such change.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Supplement as of the date first written above.