AMENDMENT NO. 5
DATED AS OF OCTOBER 25, 2000
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 5 dated as of October 25, 2000 (this "Amendment") is made between Nabi, a
Delaware corporation (the "Borrower"), the financial institutions party from time to time to the Loan Agreement
referred to below (the "Lenders"), and Bank of America, N.A., a national banking association, as agent for the
Lenders (in that capacity, together with any successors in that capacity, the "Agent").
The Borrower, the Lenders and the Agent are parties to a Loan and Security Agreement dated as of September
12, 1997, as amended by Amendment No. 1 and Waiver dated November 14, 1997, Amendment No. 2 and
Waiver dated March 30, 1998, Amendment No. 3 and Waiver dated as of March 1, 1999 and Amendment No.
4 dated as of February 1, 2000 (the "Loan Agreement"; unless otherwise defined herein, terms are used herein as
defined in the Loan Agreement).
The Borrower has requested that the Lenders modify certain financial covenants and amend certain other
provisions of the Loan Agreement, and the Lenders have agreed, upon and subject to the terms, conditions and
provisions of this Amendment.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the Loan Agreement, the Loans made by the Lenders and outstanding
thereunder, the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. AMENDMENT TO LOAN AGREEMENT. The Loan Agreement is hereby amended, subject to the
provisions of Section 2 of this Amendment,
(a) by amending Section 1.1 DEFINITIONS by
(i) deleting the definition "Excess Permitted Capital Expenditures" appearing therein in its entirety;
(ii) amending the definition "Fixed Charge Coverage Ratio" appearing therein in its entirety to read as follows:
"FIXED CHARGE COVERAGE RATIO" means for any specified period, the ratio obtai