Exhibit 10.36


    
      

    


    SEVENTH
      AMENDMENT TO LOAN AND SECURITY AGREEMENT

    


    This
      Seventh Amendment to Loan and Security Agreement made as of the 31st day of
      May,
      2005 (this “Amendment”) by and between NEW
      BRUNSWICK SCIENTIFIC CO., INC.
      (the
“Borrower”), a corporation organized under the laws of the State of New Jersey,
      having an address at 44 Talmadge Road, Edison, New Jersey 08818-4005 and
WACHOVIA
      BANK, NATIONAL ASSOCIATION
      (formerly known as First Union National Bank) (the “Bank”), a national banking
      association formed under the laws of the United States of America, having an
      office at 370 Scotch Road, West Trenton, New Jersey 08628.

    


    W 
      I  T  N  E S 
S  E  T  H:

    


    WHEREAS,
      the Bank and the Borrower previously entered into commercial lending
      arrangements in accordance with the terms and conditions of a certain Loan
      and
      Security Agreement dated April 1, 1999, as amended by that certain First
      Amendment to Loan and Security Agreement dated as of November 22, 1999 between
      the same parties, as further amended by that certain Second Amendment to Loan
      and Security Agreement dated as of June 30, 2000 between the same parties,
      as further amended by that certain Third Amendment to Loan and Security
      Agreement dated as of May 11, 2001 between the same parties, as further amended
      by that certain Fourth Amendment to Loan and Security Agreement dated as of
      November 13, 2001 between the same parties, as further amended by that certain
      Fifth Amendment to Loan and Security Agreement dated as of March 15, 2002 and
      as
      further amended by a certain Sixth Amendment to Loan and Security Agreement
      dated as of September 26, 2003 by and between the same parties (the
“Agreement”); and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WHEREAS,
      the Borrower and the Bank have agreed to, subject to the provisions hereof,
      among other things, (i) extend the Termination Date; and (ii) increase the
      amount available with respect to Equipment Loan Advances from $2,000,000 to
      $2,500,000.

    


    NOW,
      THEREFORE, for and in consideration of mutual covenants and agreements herein
      contained, and other good and valuable consideration, receipt of which is hereby
      acknowledged, it is agreed as follows:

    


    1. 
       The
      following definitions contained in Subsection 1.1 of the Agreement are hereby
      amended in their entirety to read as follows

    


    “Termination
      Date”:
      May
      31, 2008 or such other date as the Bank may agree in writing to extend the
      Termination Date to, without there being any obligation on the part of the
      Bank
      to extend the Termination Date.

    


    2. 
       The
      following definition is hereby added to Subsection 1.1 of the Agreement to
      read
      as follows:

    


    “Seventh
      Amendment”:
      That
      certain Seventh Amendment to Loan and Security Agreement dated as of May 31,
      2005 by and between the Borrower and the Bank.

    


    3. 
       Subsection
      2.1(g) of the Agreement is hereby amended to read as follows:

    


    (g) 
       Master
      Note.
      Advances under the Revolving Loan shall be evidenced by the Master Note, in
      substantially to the Seventh Amendment annexed hereto as Exhibit
      A,
      and the
      balance due from time to time on the Master Note shall be conclusively evidenced
      by the Bank’s records of disbursements and repayments, subject to Subsection
      2.1(f).

    


    4. 
       Subsection
      3.1(a) of the Agreement is hereby amended to read as follows:

    


    (a) 
       General
      Terms.
      The
      Bank agrees to lend and re-lend, to the extent repaid, to the Borrower
      individual term loans from time to time in increments of $250,000.00 or more
      (collectively, the “Incremental Term Loans”) up to the aggregate outstanding
      principal sum of $7,692,500, pursuant to the terms hereof. If the Borrower
      shall
      request Incremental Term Loans which, when added to the outstanding balance
      of
      all other Incremental Term Loans, would result in the aggregate outstanding
      principal balance of all Incremental Term Loans to exceed $7,692,500, such
      requested Incremental Term Loans (collectively, the “Excess Incremental Term
      Loans”) shall only be made by the Bank, if the Bank, in its sole and absolute
      discretion, determines to honor such requests, and if the Bank so desires to
      honor such requests, upon the terms and conditions imposed by the Bank, and
      in
      no event shall the aggregate outstanding principal amount of all Incremental
      Term Loans exceed TEN MILLION 00/100 DOLLARS ($10,000,000.00). The Borrower’s
      right to request the issuance of Incremental Term Loans from the Bank shall
      terminate on the Termination Date and the Bank shall have no obligation to
      make
      any Incremental Term Loans after such date. As of the date of the Seventh
      Amendment, the outstanding principal amount of all Incremental Term Loans is
      $__________.


    
      
        
        

      

      
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    5. 
       Subsection
      3.1(g) of the Agreement is hereby amended to read as follows:

    


    (g) 
       Incremental
      Term Note.
      The
      principal amount of each Incremental Term Loan shall be evidenced by an
      Incremental Term Note, substantially in the Seventh Amendment as Exhibit
      B,
      and the
      balance due from time to time on the Incremental Term Notes shall be
      conclusively evidenced by the Bank’s records, disbursements and repayments,
      subject to Subsection 3.1(f) hereof. 

    


    6. 
       Subsection
      4.1(a) of the Agreement is hereby amended to read as follows:

    


    (a) 
       General
      Terms.
      The
      Bank agrees to lend, re-lend, to the extent repaid, and make Advances (the
      “Equipment Loan Advances”) to the Borrower from time to time until the
      Termination Date, amounts which, when added to the outstanding balance of all
      other Equipment Loan Advances (whether evidenced by the Equipment Line of Credit
      Note or an Equipment Term Note), shall not exceed in the aggregate, at any
      time
      outstanding, the sum of TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
      ($2,500,000.00) (the “Equipment Loan Advance Limit”). As of the date of the
      Seventh Amendment the outstanding principal amount of all Equipment Loan
      Advances is $___________.

    


    7. 
       Subsection
      4.1(g) of the Agreement is hereby amended to read as follows:

    


    (g) 
       Equipment
      Line of Credit Note.
      The
      principal amount of the Equipment Loan Advances to be made by the Bank shall,
      until converted to an Equipment Term Loan as hereinafter described, be evidenced
      by a single promissory note of the Borrower (the “Equipment Line of Credit
      Note”), substantially in the form attached to the Seventh Amendment as
Exhibit
      C,
      in the
      principal face amount equal to the Equipment Loan Advance Limit. On May 31,
      2006, May 31, 2007 and May 31, 2008 ("Conversion Dates"), the outstanding
      principal amount advanced by the Bank as Equipment Loan Advances since the
      Closing Date or the last Conversion Date, as the case may be, shall be converted
      to a term loan and evidenced by a separate promissory note of the Borrower
      (each
      such promissory note, as it may be amended, restated, substituted or extended,
      an "Equipment Term Note") in the principal face amount equal to such amount
      of
      said Equipment Loan Advances, substantially in the form attached to the Seventh
      Amendment as Exhibit
      D.
      The
      Equipment Term Notes shall be dated the date of said Conversion
      Date.


    
      
        
        

      

      
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    8. 
       Borrower
      shall pay simultaneously herewith (i) a fee to the Bank in the amount of
      $35,000 and (ii)  all reasonable expenses and expenditures of the Bank,
      including, without limitation, reasonable attorneys’ fees and expenses incurred
      or paid by the Bank in connection with this Amendment and all other documents
      delivered in connection herewith.

    


    9. 
       This
      Amendment has been duly executed and delivered by the parties hereto, and the
      Agreement, as amended hereby, and all other documents executed in connection
      with the Agreement and this Amendment, as amended, constitute legal, valid
      and
      binding obligations of the parties thereto in accordance with their
      terms.

    


    10.  
      The
      parties hereto confirm and agree that, except as modified or changed by virtue
      of this Amendment and the other documents delivered in connection herewith,
      the
      Agreement and the other documents executed in connection with the Agreement
      and
      this Amendment are and shall remain in full force and effect, and that the
      parties hereto each are and shall be entitled to all rights and interests and
      subject to all liabilities created thereunder and hereunder.


    
      
        
        

      

      
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    11. 
       All
      capitalized terms contained in this Amendment shall have the same meanings
      ascribed to them in the Agreement.

    


    12. 
       This
      Amendment may be executed in one or more counterparts, each of which shall
      constitute one and the same Amendment. 

    


    IN
      WITNESS WHEREOF, the parties hereunto set their hands and cause these presents
      to be signed by the authorized officers on the date and year first above
      mentioned.

    


    
      	 	
              NEW
                BRUNSWICK SCIENTIFIC CO., INC.

            
	 	 
	 	 
	 	
              BY:

            	
              /S/
                Samuel Eichenbaum

            
	 	 	
              Name:  
                Samuel Eichenbaum

            
	 	 	
              Title:    
                Vice President, Finance

            


    


    
      
        
        

      

      
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              WACHOVIA
                BANK, NATIONAL ASSOCIATION

            
	 	 
	 	 
	 	
              BY:

            	
              /S/Richard
                Anderson

            
	 	 	
              Name:  
                Richard Anderson

            
	 	 	
              Title:    
                Vice President 

            


    

     

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