Exhibit 10.1.3


 





 


August 31, 2018


 


Mr. Jeffrey Barocas


Ocean Bio-Chem, Inc.


4041
S.W. 47 Ave.


Ft. Lauderdale, FL 33314


 


Dear Jeff:


 


The purpose of this letter is
to document an agreement between Ocean Bio-Chem, Inc. and Regions Bank regarding specific terms and conditions relating to the
renewal of a $6,000,000 line of credit. The terms presented below will supersede any conflicting language in the Promissory Note
(Note), Business Loan Agreement (BLA), and Commercial Security Agreement (Security Agreement), each to be dated August 31, 2018.
Capitalized terms not defined in this letter will have the meanings ascribed to them in the Note, BLA, or the Security Agreement,
as applicable.


 


ALL DOCUMENTS


 


		●	Change
in Ownership-Regions agrees that a change in ownership of 25% or more will not constitute an event of default. Instead, a
default will be triggered in the event that the majority shareholder’s ownership drops below 50% of all outstanding shares.



 


BUSINESS LOAN AGREEMENT
(BLA)


 


		●	Hazardous
Substances. Regions agrees that clauses (1), (2) and (3) of the provision Hazardous Substances shall read as follows:
Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of
Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release
or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral except in material
compliance with Environmental Laws. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach
or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened
release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral
except in material compliance with Environmental Laws; or (c) any actual or threatened litigation or claims of any kind
by any person relating to such matters. (3) Neither Borrower nor any tenant, contactor, agent or other authorized user of any
of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about
or from any of the Collateral except in material compliance with Environmental Laws; and any such activity shall be conducted
in material  compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without
limitation all Environmental Laws.



 






    	 	 	 



     


    

 


		●	Environmental
Compliance and Reports. Regions agrees that the provision Environmental Compliance and Reports shall read as follows:
Borrower shall comply in all material respects with any and all Environmental Laws; not cause or permit to exist,
as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party,
on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such
environmental activity is pursuant to an in material compliance with the conditions of a permit issued by the appropriate
federal, state or local governmental authorities or otherwise in material compliance with Environmental Laws; shall
furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien,
citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional
or unintentional action or omission on Borrower’s part in connection with any environmental activity whether or not there
is damage to the environment and/or other natural resources.



 


		●	Indebtedness
and Liens. Regions agrees that the provision Indebtedness and Liens shall read as follows: (1) Except for trade debt
incurred in the normal course of business, indebtedness otherwise disclosed to Lender and indebtedness to Lender contemplated
by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer or lease
any of Borrower’s assets (except for inventory sold or accounts collected in the ordinary course of business, or as otherwise
provided for in this Agreement), (3) mortgage, assign, pledge, grant a security interest in, or encumber any of Borrower’s
assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower’s accounts, exceptto Lender.



 


		●	Subsidiaries
and Affiliates of Borrower. Regions agrees that the provision of Subsidiaries and Affiliates of Borrower shall be renamed
“Subsidiaries of Borrower” and the phrase “and affiliates” and the phrase “or affiliates”
deleted therefrom.



 


		●	EBITDA.
Under Additional Definitions, EBITDA should mirror the EBITDA measurement found within the definition of Fixed Charge
Coverage Ratio (Minimum) which reads as follows: defined as Net Income before taxes and depreciation plus amortization plus interest
expense plus non-recurring and/or non-cash losses and expenses minus nonrecurring and/or non-cash gains and income.



 


		●	Eligible
Accounts. Regions agrees that the second clause under this section (related to exclusions to eligible accounts) should read
as follows “Accounts with respect to which the Account Debtor is a subsidiary of, or affiliated with Borrower or its officers
or its directors”.



 






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		●	Eligible
Inventory. Regions agrees that the second clause under this section (related to exclusions to eligible inventory) should read
as follows “Inventory which Lender reasonably deems to be obsolete, unsaleable, damaged, defective, or unfit for
further processing”.



 


SECURITY AGREEMENT


 


		●	Enforceability
of Collateral. Regions agrees that second sentence of the provision Enforceability of Collateral shall read as follows:
There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under which any
deductions or discounts many be claimed concerning the Collateral except those deductions or discounts in the ordinary course
of business and those disclosed to Lender in writing.



 


		●	Transactions
                                         Involving Collateral. Regions agrees that the first sentence of the provision Transactions
                                         Involving Collateral shall read as follows: Except for inventory sold or accounts
                                         collected in the ordinary course of Granter’s business, or as otherwise provided
                                         for in this Agreement, Granter shall not sell, offer to sell, or otherwise transfer of
                                         dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or otherwise
                                         permit the Collateral to be subject to any lien, security interest, encumbrance, or charge,
                                         other than the security interest provided for in this Agreement and Permitted Liens,
                                         without the prior written consent of Lender.



 


		●	Title.
Regions agrees that the first sentence of the provision Title shall read as follows: Granter represents and warrants
to Lender that Granter holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except
for the lien of this Agreement and Permitted Liens.



 


		●	Hazardous Substances. Regions agrees that the first
sentence of the provision Hazardous Substances shall read as follows: Grantor represents and warrants that the collateral
never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental
Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened release of any Hazardous
Substance except in material compliance with Environmental Laws.



 


Sincerely,


 





	/s/ Draper L. Stanford	 
	Draper L. Stanford	 
	Vice President	 
	Regions Bank	 




 






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