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EXHIBIT 10.10
SILICON VALLEY BANK LOGO
AMENDMENT TO LOAN AGREEMENT
BORROWER: INTERPORE INTERNATIONAL
ADDRESS: 181 TECHNOLOGY DR.
IRVINE, CALIFORNIA 92718
BORROWER: INTERPORE ORTHOPAEDICS, INC.
ADDRESS: 181 TECHNOLOGY DR.
Irvine, California 92718
Date: July 25, 1996
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON
VALLEY BANK ("Silicon") and the borrowers named above (jointly and severally,
the "Borrower").
The Parties agree to amend the Loan and Security Agreement between
them, dated October 24, 1990 (as heretofore amended, 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. AMENDED SCHEDULE. The Schedule to the Loan Agreement is
amended effective on the date hereof, to read as set forth on the Schedule
hereto.
2. MODIFIED SECTION 3.7. Section 3.7 of the Loan Agreement is
hereby amended in its entirety 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 any 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 is filed or is required to be filed with the Securities
and Exchange Commission, such 10-Q report, a quarterly
financial statement prepared by the Borrower, and, for each
quarter in which any Loans have been outstanding, a Compliance
Certificate signed by the Chief Financial Officer of the
Borrower, certifying that throughout such period 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; (ii) within 5 days after the earlier of
the date the report 10-K is filed or is required to be filed
with the Securities and Exchange Commission, such 10-K report,
and, if any Loans have been outstanding during the quarter
period then ending, a Compliance Certificate for such period,
signed by the Chief Financial Officer of the Borrower,
certifying that throughout such period the Borrower was in
full compliance with all of the terms and conditions of this
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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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;
and (iii) within 90 days following the end of the Borrower's
fiscal year, complete annual financial statements, certified
by independent certified public accountants acceptable to
Silicon."
3. NOTICE; LEGAL ACTION. The last sentence of Section 3.10 of
the Loan Agreement is amended to read as follows: "The Borrower will promptly
inform Silicon in writing of any claim, proceeding, litigation or investigation
in the future threatened or instituted by or against the Borrower involving
amounts in excess of $250,000."
4. FEE. Borrower shall pay to Silicon a facility fee in the
amount of 0.5% of the amount of each Loan made under the Loan Agreement on or
after the date of this Amendment, until Borrower has paid Silicon an aggregate
of $25,000 pursuant to the terms of this paragraph prior to July 5, 1997. Such
fee shall be due and payable at the time that Silicon makes any such Loan, with
the understanding that payment of such fee shall be a condition to the making
of any such Loan. Further, such fee shall be in addition to all interest and
all other fees payable to Silicon and shall be non-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.
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.
BORROWER: SILICON:
INTERPORE INTERNATIONAL SILICON VALLEY BANK
BY /s/ DAVID C. MERCER
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PRESIDENT OR VICE PRESIDENT BY /s/ KITTRIDGE CHAMBERLAIN
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TITLE VICE PRESIDENT
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BY /s/ RICHARD HARRISON
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SECRETARY OR ASS'T SECRETARY
INTERPORE ORTHOPAEDICS, INC.
BY /s/ DAVID C. MERCER
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PRESIDENT OR VICE PRESIDENT
BY /s/ RICHARD HARRISON
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SECRETARY OR ASS'T SECRETARY
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