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EXHIBIT 10(n)(xxiv)
SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: CALBIOCHEM-NOVABIOCHEM CORPORATION
ADDRESS: 00000 XXXXXXX XXXXXX XXXXX
XXX XXXXX, XXXXXXXXXX 00000
DATE: JUNE 23, 1998
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,
as amended by that Amendment to Loan Agreement dated May 27, 1997, as amended by
that Amendment to Loan Agreement dated June 27, 1997, as amended by that
Amendment to Loan Agreement dated December 22, 1997 and as amended by that
Amendment to Loan Agreement dated April 10, 1998 (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. EXTENDED MATURITY DATE. The Maturity Date as set forth in the section
of the Schedule to the Loan Agreement entitled "Maturity Date (Section 5.1), is
hereby amended to be "July 1, 2000."
2. MODIFICATION TO FINANCIAL COVENANT. The Tangible Net Worth financial
covenant set forth in the section of the Schedule to the Loan Agreement entitled
"Financial Covenants (Section 4.1)" is hereby amended to read as follows:
"TANGIBLE NET WORTH: Parent shall maintain a tangible net worth of not
less than $31,000,000."
3. ADDITIONAL PERMITTED INDEBTEDNESS. Without Silicon's prior written
consent, notwithstanding any term or provision of the Loan Agreement to the
contrary, Borrower may incur additional indebtedness in the aggregate amount of
$1,000,000 outstanding at any one time, provided that, after giving effect
thereto, no Event of Default has occurred and no event has occurred which, with
notice or passage of time or both, would constitute an Event of Default:.
4. 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.
5. 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.
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6. 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
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.
CALBIOCHEM-NOVABIOCHEM CORPORATION SILICON VALLEY BANK
By /s/ XXXXX XXXXXXX
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Title Vice President
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By /s/ XXXXX X. XXXXXXX
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President
By /s/ XXXXXX X. XXXX
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Secretary
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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 XXXXXXX By: /s/ XXXXXXX X. XXXXXXXXXXXX
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Title: V.P. Title: Director
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