EXHIBIT 10.1
SECOND LOAN MODIFICATION AGREEMENT
This Second Loan Modification Agreement (this "Loan Modification Agreement") is
entered into as of June 28, 2007, by and between SILICON VALLEY BANK, a
California corporation, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located
at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462 ("Bank") and CALIPER LIFE SCIENCES, INC., a Delaware
corporation ("Caliper"), NOVASCREEN BIOSCIENCES CORPORATION, a Maryland
corporation ("Novascreen"), XENOGEN CORPORATION, a Delaware corporation
("Xenogen"), and XENOGEN BIOSCIENCES CORPORATION, an Ohio corporation ("Xenogen
Biosciences"), each with its chief executive office at 68 Elm Street, Hopkinton,
Massachusetts 01748 (jointly, severally, individually and collectively,
"Borrower").
1.
DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. AMONG OTHER
INDEBTEDNESS AND OBLIGATIONS WHICH MAY BE OWING BY BORROWER TO BANK, BORROWER IS
INDEBTED TO BANK PURSUANT TO A LOAN ARRANGEMENT DATED AS OF AUGUST 9, 2006,
EVIDENCED BY, AMONG OTHER DOCUMENTS, A CERTAIN LOAN AND SECURITY AGREEMENT DATED
AS OF AUGUST 9, 2006, AMONG CALIPER, NOVASCREEN AND BANK, AS AMENDED BY THAT
CERTAIN JOINDER AGREEMENT DATED AS OF SEPTEMBER 28, 2006, BETWEEN BORROWER AND
BANK, WHICH, AMONG OTHER THINGS, ADDED XENOGEN AND XENOGEN BIOSCIENCES AS
CO-BORROWERS UNDER THE LOAN AND SECURITY AGREEMENT, AND AS FURTHER AMENDED BY
THAT CERTAIN FIRST LOAN MODIFICATION AGREEMENT DATED AS OF FEBRUARY 26, 2007 (AS
AMENDED, THE "LOAN AGREEMENT").
CAPITALIZED TERMS USED BUT NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE SAME MEANING AS IN THE LOAN AGREEMENT.
2.
DESCRIPTION OF COLLATERAL.
REPAYMENT OF THE OBLIGATIONS IS
SECURED BY THE COLLATERAL AS DESCRIBED IN THE LOAN AGREEMENT (TOGETHER WITH ANY
OTHER COLLATERAL SECURITY GRANTED TO BANK, THE "SECURITY DOCUMENTS").
HEREINAFTER, THE SECURITY DOCUMENTS, TOGETHER WITH ALL OTHER DOCUMENTS
EVIDENCING OR SECURING THE OBLIGATIONS SHALL BE REFERRED TO AS THE "EXISTING
LOAN DOCUMENTS".
3.
DESCRIPTION OF CHANGE IN TERMS.
A.
MODIFICATIONS TO LOAN AGREEMENT.
1.
THE LOAN AGREEMENT SHALL BE AMENDED BY
DELETING THE FOLLOWING SECTION 6.7(A) THEREOF, ENTITLED "MINIMUM EBITDA-CAP EX":
"(b)
Minimum EBITDA-Cap Ex.
Borrower's EBITDA minus its capital
expenditures, ("EBITDA-Cap Ex") for the two (2) quarter period ending with each
quarter, shall be in an amount equal to: (i) losses not greater than (A) Seven
Million Dollars ($7,000,000.00) for the quarter ending September 30, 2006; (B)
Eight Million Dollars ($8,000,000.00) for the quarter ending December 31, 2006;
(C) Eight Million Dollars ($8,000,000.00) for the quarter ending March 31, 2007,
(D) Seven Million Dollars ($7,000,000.00) for the quarter ending June 30, 2007;
and (E) Four Million Dollars ($4,000,000.00) for the quarter ending September
30, 2007; and (ii) at least Zero Dollars ($0.00) for the quarter ending December
31, 2007, and as of the last day of each quarter thereafter."
and inserting in lieu thereof the following:
"(b)
Minimum EBITDA-Cap Ex.
Borrower's EBITDA minus its capital
expenditures, ("EBITDA-Cap Ex") for the two (2) quarter period ending with each
quarter, shall be in an amount equal to: (i) losses not greater than (A) Seven
Million Dollars ($7,000,000.00) for the quarter