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EXHIBIT 10(n)xx
[LOGO] SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: CALBIOCHEM-NOVABIOCHEM CORPORATION
ADDRESS: 00000 XXXXXXX XXXXXX XXXXX
XXX XXXXX, XXXXXXXXXX 00000
DATE: JUNE 27, 1997
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and the borrower named above (the "Borrower").
The Parties agree to amend, effective as of the date hereof, the Loan
and Security Agreement between them dated July 28, 1995, as amended by that
Amendment to Loan Agreement dated November 22, 1995, effective as of September
30, 1995, as amended by that Amendment to Loan Agreement dated January 24, 1996,
and as amended by that Amendment to Loan Agreement dated May 27, 1997 (as so
amended and as otherwise amended from time to time, the "Loan Agreement") as
follows: (Capitalized terms used but not defined in this Amendment, shall have
the meanings set forth in the Loan Agreement.)
1. MODIFICATION TO SCHEDULE. The Schedule to the Loan Agreement is
hereby deleted and replaced with the Schedule to Loan Agreement as attached
hereto, provided that the Supplement to Schedule to Loan Agreement shall not be
considered deleted and shall be deemed attached to the Schedule as amended
hereby.
2. MODIFICATION TO SUPPLEMENT TO SCHEDULE. The Supplement to Schedule
to Loan Agreement is hereby amended by replacing the definition of "Interest
Rate" set forth in Section 1 thereof with the definition of "Interest Rate" as
set forth below:
"'Interest Rate' shall mean as to: (a) Prime Rate Revolving Loans, a
rate per annum equal to the Prime Rate; and (b) LIBOR Rate Revolving
Loans, a rate of 2.35% per annum in excess of the LIBOR Rate (based on
the LIBOR Rate applicable for the Interest Period selected by the
Borrower)."
3. FEE. Borrower shall pay to Silicon a fee in the amount of $12,500,
which shall be in addition to interest and to all other amounts payable
hereunder, and which shall not be refundable.
4. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
5. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and the Borrower, and
the other written documents and agreements between Silicon and the Borrower set
forth in full all of the representations and agreements of the parties with
respect to the subject matter hereof and supersede all prior discussions,
representations, agreements and understandings between the parties with respect
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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to the subject hereof. Except as herein expressly amended, all of the terms and
provisions of the Loan Agreement, and all other documents and agreements between
Silicon and the Borrower shall continue in full force and effect and the same
are hereby ratified and confirmed.
BORROWER: SILICON:
CALBIOCHEM-NOVABIOCHEM CORPORATION SILICON VALLEY BANK
BY /s/ XXXXX LE XXXX
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BY /s/ XXXXX X. XXXXXXX TITLE SVP
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PRESIDENT OR VICE PRESIDENT
BY /s/ XXXXXX X. XXXX
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SECRETARY OR ASS'T SECRETARY
CONSENT
The undersigned guarantors acknowledge that their consent to the
foregoing Amendment is not required, but the undersigned nevertheless do hereby
consent to the foregoing Amendment and to the documents and agreements referred
to therein and to all future modifications and amendments thereto, and to any
and all other present and future documents and agreements between or among the
foregoing parties. Nothing herein shall in any way limit any of the terms or
provisions of the Guaranties executed by the undersigned in favor of Silicon,
all of which are hereby ratified and affirmed and shall continue in full force
and effect.
CN BIOSCIENCES, INC. CALBIOCHEM-NOVABIOCHEM AG
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXXX X. XXXXXXXXXXXX
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Title: VICE PRESIDENT Title: DIRECTOR
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