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Exhibit 10(n)(xix)
[Silicon Valley Bank Logo]
Amendment to Loan Agreement
Borrower: Calbiochem-Novabiochem Corporation
Address: 00000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Date: April 4, 1997
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY BANK
("Silicon"), on the one side, and the borrower named above (the "Borrower") and
CN Biosciences, Inc. ("Parent"), on the other side..
The Borrower and Silicon 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 September 30, 1995, as amended by that Amendment to Loan Agreement dated
January 24, 1996, as amended by that Amendment to Loan Agreement dated June 27,
1996, as modified by that Consent and Waiver dated August 23, 1996, as amended
by that Amendment to Loan Agreement dated September 30, 1996, and as amended by
that Amendment to Loan Documents dated October 2, 1996 (as so amended and as
otherwise amended from time to time being the "Loan Agreement"). (Capitalized
terms used but not defined in this Amendment, shall have the meanings set forth
in the Loan Agreement.)
1. MODIFICATION TO SECTION 3.7. Section 3.7 of the Loan
Agreement is hereby amended to read as follows:
"3.7 FINANCIAL CONDITION AND STATEMENTS. All financial
statements now or in the future delivered to Silicon have been, and
will be, prepared in conformity with generally accepted accounting
principles and now and in the future will completely and accurately
reflect the financial condition of the Borrower, at the times and for
the periods therein stated. Since the last date covered by and such
statement, there has been no material adverse change in the financial
condition or business of the Borrower. The Borrower is now and will
continue to be solvent. The Borrower will provide Silicon: (i) Within 5
days after the earlier of the date the report 10-Q (regarding CN
Biosciences, Inc.) is filed or is required to be filed with the
Securities Exchange Commission, such 10-Q report, a quarterly
consolidating and consolidated financial statement regarding CN
Biosciences, Inc. and the Borrower, and a Compliance Certificate in
such form as Silicon shall reasonably specify, signed by the Chief
Financial Officer of the Borrower, certifying that throughout such
quarter the Borrower was in full compliance with all of the terms and
conditions of this Agreement, and setting forth calculations showing
compliance with the financial covenants set forth on the Schedule and
such other information as Silicon shall reasonably request (the
"Compliance Certificate"); and (ii) within 5 days after the earlier of
the date the report 10-K (regarding CN Biosciences, Inc.) is filed or
is required to filed with the Securities Exchange Commission, such 10-K
report, complete annual consolidating and consolidated financial
statements, certified by indpendent certified public accountants
acceptable to silicon, and a Compliance Certificate for the quarter
then ended."
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
2. QUARTERLY FINANCIAL COVENANT COMPLIANCE. The paragraph at
the beginning of the section of the Schedule to the Loan Agreement
entitled "Financial Covenants (Section 4.1)" that now reads "Borrower
shall cause the Parent to comply with all of the following covenants on
a consolidated basis effective with the month ending March 31, 1996.
Compliance shall be determined as of the end of each month, except as
otherwise specifically provided below:" is hereby amended to read as
follows:
"Borrower shall cause the Parent to comply with all of the
following covenants on a consolidated basis. Compliance shall
be determined as of the end of each quarter, except as
otherwise specifically provided below:"
3. 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
such parties 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 to the subject hereof.
Except as herein expressly amended, all of the terms and provisions of
the Loan Agreement, an 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 SILICON VALLEY BANK
CORPORATION
BY /S/ XXXXX XXXXXX
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TITLE SVP
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BY /S/ XXXXX X. XXXXXXX
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PRESIDENT OR VICE PRESIDENT
BY /S/ XXXXXX X. XXXX
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SECRETARY OR ASS'T SECRETARY
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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 PRES, SECTY & CFO TITLE: DIRECTOR
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