exv10w1



 


Exhibit 10.1








CREDIT AGREEMENT


Dated as of August 12, 2003


among


BIORELIANCE CORPORATION


and


BIORELIANCE (GLASGOW) LTD.,

as Borrowers,


THE SUBSIDIARIES OF BIORELIANCE CORPORATION IDENTIFIED HEREIN,

as Guarantors,


BANK OF AMERICA, N.A.,

as Administrative Agent, Security Trustee and L/C Issuer


and


THE LENDERS PARTY HERETO


Arranged By:


BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book Manager








 







 



TABLE OF CONTENTS



  	 	 	 	 	 	 	 	 	 	 
	ARTICLE
          I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 	1.01
	 	Defined
          Terms
	 	 	1	 
	 	1.02
	 	Other Interpretive
          Provisions
	 	 	26	 
	 	1.03
	 	Accounting
          Terms
	 	 	27	 
	 	1.04
	 	Rounding
	 	 	27	 
	 	1.05
	 	References
          to Agreements and Laws
	 	 	28	 
	 	1.06
	 	Times of
          Day
	 	 	28	 
	 	1.07
	 	Letter of
          Credit Amounts
	 	 	28	 
	 	1.08
	 	Exchange
          Rates; Currency Equivalents
	 	 	28	 
	 	1.09
	 	Additional
          Alternative Currencies
	 	 	28	 
	 	1.10
	 	Redenomination
          of Certain Alternative Currencies
	 	 	29	 
	ARTICLE
          II THE COMMITMENTS AND CREDIT EXTENSIONS
	 	 	29	 
	 	2.01
	 	Revolving
          Loans and Term Loans
	 	 	29	 
	 	2.02
	 	Borrowings,
          Conversions and Continuations of Loans
	 	 	30	 
	 	2.03
	 	Letters
          of Credit
	 	 	31	 
	 	2.04
	 	Prepayments
	 	 	37	 
	 	2.05
	 	Termination
          or Reduction of Commitments
	 	 	39	 
	 	2.06
	 	Repayment
          of Loans
	 	 	40	 
	 	2.07
	 	Interest
	 	 	41	 
	 	2.08
	 	Fees
	 	 	41	 
	 	2.09
	 	Computation
          of Interest and Fees
	 	 	42	 
	 	2.10
	 	Evidence
          of Debt
	 	 	43	 
	 	2.11
	 	Payments
          Generally
	 	 	43	 
	 	2.12
	 	Sharing
          of Payments
	 	 	45	 
	ARTICLE
          III TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	45	 
	 	3.01
	 	Taxes
	 	 	45	 
	 	3.02
	 	Illegality
	 	 	46	 
	 	3.03
	 	Inability
          to Determine Rates
	 	 	47	 
	 	3.04
	 	Increased
          Cost and Reduced Return; Capital Adequacy
	 	 	47	 
	 	3.05
	 	Funding
          Losses
	 	 	48	 
	 	3.06
	 	Matters
          Applicable to all Requests for Compensation
	 	 	48	 
	 	3.07
	 	Survival
	 	 	48	 
	ARTICLE
          IV GUARANTY
	 	 	49	 
	 	4.01
	 	The Guaranty
	 	 	49	 
	 	4.02
	 	Obligations
          Unconditional
	 	 	50	 
	 	4.03
	 	Reinstatement
	 	 	51	 
	 	4.04
	 	Certain
          Additional Waivers
	 	 	52	 
	 	4.05
	 	Remedies
	 	 	52	 
	 	4.06
	 	Rights of
          Contribution
	 	 	53	 
	 	4.07
	 	Guarantee
          of Payment; Continuing Guarantee
	 	 	55	 
	 	4.08
	 	Limitation
          on Guaranties of German Credit Parties
	 	 	55	 
	ARTICLE
          V CONDITIONS PRECEDENT
	 	 	57	 
	 	5.01
	 	Conditions
          Precedent to Closing
	 	 	57	 
	 	5.02
	 	Conditions
          Precedent to the Initial Credit Extensions
	 	 	58	 
	 	5.03
	 	Conditions
          Precedent to all Credit Extensions
	 	 	62	 
	ARTICLE
          VI REPRESENTATIONS AND WARRANTIES
	 	 	63	 
	 	6.01
	 	Existence,
          Qualification and Power
	 	 	63	 



i






 




  	 	 	 	 	 	 	 	 	 	 
	 	6.02
	 	Authorization;
          No Contravention
	 	 	63	 
	 	6.03
	 	Governmental
          Authorization; Other Consents
	 	 	63	 
	 	6.04
	 	Binding
          Effect
	 	 	64	 
	 	6.05
	 	Financial
          Statements
	 	 	64	 
	 	6.06
	 	No Material
          Adverse Effect
	 	 	64	 
	 	6.07
	 	Litigation
	 	 	64	 
	 	6.08
	 	No Default
	 	 	65	 
	 	6.09
	 	Ownership
          of Property; Liens
	 	 	65	 
	 	6.10
	 	Environmental
          Compliance
	 	 	65	 
	 	6.11
	 	Insurance
	 	 	66	 
	 	6.12
	 	Taxes
	 	 	66	 
	 	6.13
	 	ERISA Compliance
	 	 	66	 
	 	6.14
	 	Subsidiaries
	 	 	67	 
	 	 6.15
	 	Margin Regulations;
          Investment Company Act; PUHCA; Treasury Regulations
	 	 	67	 
	 	6.16
	 	Disclosure
	 	 	67	 
	 	6.17
	 	Compliance
          with Laws
	 	 	68	 
	 	6.18
	 	Intellectual
          Property; Licenses, Etc.
	 	 	68	 
	 	6.19
	 	Business
          Locations
	 	 	68	 
	 	6.20
	 	Solvency
	 	 	68	 
	 	6.21
	 	Brokers’
          Fees
	 	 	68	 
	 	6.22
	 	Labor Matters
	 	 	68	 
	 	6.23
	 	Security
          Agreements
	 	 	69	 
	 	6.24
	 	Pledge Agreements
	 	 	69	 
	 	6.25
	 	Mortgages
	 	 	69	 
	ARTICLE
          VII AFFIRMATIVE COVENANTS
	 	 	70	 
	 	7.01
	 	Financial
          Statements
	 	 	70	 
	 	7.02
	 	Certificates;
          Other Information
	 	 	71	 
	 	7.03
	 	Notices
	 	 	72	 
	 	7.04
	 	Payment
          of Taxes
	 	 	73	 
	 	7.05
	 	Preservation
          of Existence, Etc.
	 	 	73	 
	 	7.06
	 	Maintenance
          of Properties
	 	 	73	 
	 	7.07
	 	Maintenance
          of Insurance
	 	 	73	 
	 	7.08
	 	Compliance
          with Laws
	 	 	74	 
	 	7.09
	 	Books and
          Records
	 	 	74	 
	 	7.10
	 	Inspection
          Rights
	 	 	74	 
	 	7.11
	 	Use of Proceeds
	 	 	75	 
	 	7.12
	 	Guarantors
	 	 	75	 
	 	7.13
	 	Pledged
          Capital Stock
	 	 	76	 
	 	7.14
	 	Pledged
          Assets
	 	 	77	 
	 	7.15
	 	ERISA Compliance
	 	 	78	 
	 	7.16
	 	Interest
          Rate Protection Agreements
	 	 	78	 
	 	7.17
	 	Landlord
          Waivers and Assignations
	 	 	78	 
	 	7.18
	 	Post-Funding
          Deliveries
	 	 	78	 
	ARTICLE
          VIII NEGATIVE COVENANTS
	 	 	80	 
	 	8.01
	 	Liens
	 	 	80	 
	 	8.02
	 	Investments
	 	 	82	 
	 	8.03
	 	Indebtedness
	 	 	82	 
	 	8.04
	 	Fundamental
          Changes
	 	 	84	 
	 	8.05
	 	Dispositions
	 	 	84	 
	 	8.06
	 	Restricted
          Payments
	 	 	85	 
	 	8.07
	 	Change in
          Nature of Business
	 	 	85	 



ii






 




  	 	 	 	 	 	 	 	 	 	 
	 	8.08
	 	Transactions
          with Affiliates and Insiders
	 	 	86	 
	 	8.09
	 	Prepayment
          of Other Funded Debt
	 	 	86	 
	 	8.10
	 	No Further
          Negative Pledges
	 	 	86	 
	 	8.11
	 	Margin Stock
	 	 	86	 
	 	8.12
	 	Financial
          Covenants
	 	 	86	 
	 	
8.13
	 	Organization
          Documents; Fiscal Year; Legal Name, State of Formation and Form
          of Entity
	 	 	87	 
	 	8.14
	 	Ownership
          of Subsidiaries
	 	 	87	 
	 	8.15
	 	Sale and
          Leaseback Transactions
	 	 	87	 
	ARTICLE
          IX EVENTS OF DEFAULT AND REMEDIES
	 	 	88	 
	 	9.01
	 	Events of
          Default
	 	 	88	 
	 	9.02
	 	Remedies
          Upon Event of Default
	 	 	90	 
	 	9.03
	 	Application
          of Funds
	 	 	90	 
	ARTICLE
          X ADMINISTRATIVE AGENT, SECURITY TRUSTEE AND L/C ISSUER
	 	 	92	 
	 	10.01
	 	Appointment
          and Authorization
	 	 	92	 
	 	10.02
	 	Delegation
          of Duties
	 	 	92	 
	 	10.03
	 	Liability
	 	 	93	 
	 	10.04
	 	Reliance
	 	 	93	 
	 	10.05
	 	Notice of
          Default
	 	 	93	 
	 	10.06
	 	Credit Decision;
          Disclosure of Information
	 	 	94	 
	 	10.07
	 	Indemnification
	 	 	94	 
	 	10.08
	 	Individual
          Capacity
	 	 	94	 
	 	10.09
	 	Successors
	 	 	95	 
	 	10.10
	 	Administrative
          Agent May File Proofs of Claim
	 	 	95	 
	 	10.11
	 	Collateral
          and Guaranty Matters
	 	 	96	 
	 	10.12
	 	Security
          Trust Provisions
	 	 	97	 
	 	10.13
	 	Other Agents;
          Arrangers and Managers
	 	 	97	 
	ARTICLE
          XI MISCELLANEOUS
	 	 	97	 
	 	11.01
	 	Amendments,
          Etc.
	 	 	97	 
	 	11.02
	 	Notices
          and Other Communications; Facsimile Copies
	 	 	99	 
	 	11.03
	 	No Waiver;
          Cumulative Remedies
	 	 	100	 
	 	11.04
	 	Attorney
          Costs, Expenses and Taxes
	 	 	100	 
	 	11.05
	 	Indemnification
          by the Borrowers
	 	 	100	 
	 	11.06
	 	Payments
          Set Aside
	 	 	101	 
	 	11.07
	 	Successors
          and Assigns
	 	 	101	 
	 	11.08
	 	Confidentiality
	 	 	104	 
	 	11.09
	 	Set-off
	 	 	105	 
	 	11.10
	 	Interest
          Rate Limitation
	 	 	105	 
	 	11.11
	 	Counterparts
	 	 	106	 
	 	11.12
	 	Integration
	 	 	106	 
	 	11.13
	 	Survival
          of Representations and Warranties
	 	 	106	 
	 	11.14
	 	Severability
	 	 	106	 
	 	11.15
	 	Tax Forms
	 	 	106	 
	 	11.16
	 	Source of
          Funds
	 	 	109	 
	 	11.17
	 	Governing
          Law
	 	 	109	 
	 	11.18
	 	Waiver of
          Right to Trial by Jury
	 	 	110	 
	 	11.19
	 	Judgment
          Currency
	 	 	110	 
	 	11.20
	 	Parallel
          Debt
	 	 	110	 
	 	11.21
	 	Nature of
          Obligations of the Borrowers
	 	 	111	 



iii






 



SCHEDULES



	 	 	 
	2.01	 	
Commitments and Pro Rata Shares
	2.03	 	
Existing Letters of Credit
	2.07	 	
Mandatory Cost Rate
	6.11	 	
Insurance
	6.14	 	
Subsidiaries
	6.18	 	
IP Rights
	6.19(a)	 	
Locations of Real Property
	6.19(b)	 	
Locations of Tangible Personal Property
	6.19(c)	 	
Chief Executive Office Locations
	6.22	 	
Labor Matters
	8.01(c)	 	
Liens Existing on the Initial Funding Date
	8.01(o)	 	
Cash Collateralized Letters of Credit
	8.02	 	
Investments Existing on the Initial Funding Date
	8.03	 	
Indebtedness Existing on the Initial Funding Date
	8.04	 	
Fundamental Changes
	10.12	 	
Security Trust Provisions
	11.02	 	
Eurocurrency and Domestic Lending Offices; Certain Addresses for Notices



EXHIBITS



	 	 	 
	A	 	
Form of Loan Notice
	B-1	 	
Form of Revolving Note
	B-2	 	
Form of Term Note
	C	 	
Form of Compliance Certificate
	D	 	
Form of Assignment and Assumption
	E	 	
Form of Joinder Agreement




iv










 


CREDIT AGREEMENT


     This CREDIT AGREEMENT is entered into as of August 12, 2003 among
BIORELIANCE CORPORATION, a Delaware corporation (“BioReliance”), BIORELIANCE
(GLASGOW) LTD., a Scottish private limited company (the “Foreign Borrower”;
together with BioReliance, the “Borrowers”), the Guarantors identified herein,
the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent,
Security Trustee and L/C Issuer.


     WHEREAS, the Borrowers and the Guarantors have requested that the Lenders
provide revolving credit and term loan facilities for the purposes set forth
herein; and


     WHEREAS, the Lenders have agreed to make the requested facilities
available on the terms and conditions set forth herein;


     NOW, THEREFORE, in consideration of these premises and the mutual
covenants and agreements set forth herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto covenant and agree as follows:


ARTICLE I


DEFINITIONS AND ACCOUNTING TERMS


     1.01     Defined Terms.


     As used in this Credit Agreement, the following terms shall have the
meanings provided below:


     “Acquisition,” by any Person, means the acquisition by such Person, in a
single transaction or in a series of related transactions, of all or
substantially all of the Property of another Person or at least a majority of
the Voting Stock of another Person, in each case whether or not involving a
merger or consolidation with such other Person and whether for cash, property,
services, assumption of Indebtedness, securities or otherwise.


     “Administrative Agent” means Bank of America in its capacity as
administrative agent under any of the Credit Documents, or any successor
administrative agent.


     “Administrative Agent’s Office” means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on
Schedule 11.02 with respect to such currency or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify the Borrowers and the Lenders.


     “Administrative Questionnaire” means an administrative questionnaire for
the Lenders in a form supplied by the Administrative Agent.


     “Affiliate” means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. “Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto. Without limiting the
generality of the foregoing, a Person shall be deemed to be Controlled by
another Person if


 






 


such other Person possesses, directly or indirectly, power to vote 10% or
more of the securities having ordinary voting power for the election of
directors, managing general partners or the equivalent.


     “Agent-Related Persons” means the Administrative Agent, together with its
Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, the Arranger), and the Security Trustee, together with
its Affiliates, and including in each case the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates.


     “Aggregate Domestic Term Loan Commitments” means the Domestic Term Loan
Commitments of all the Lenders. The initial amount of the Aggregate Domestic
Term Loan Commitments in effect on the Closing Date is THIRTY-FIVE MILLION
DOLLARS ($35,000,000).


     “Aggregate Foreign Term Loan Commitments” means the Foreign Term Loan
Commitments of all the Lenders. The initial amount of the Aggregate Foreign
Term Loan Commitments in effect on the Closing Date is TEN MILLION DOLLARS
($10,000,000).


     “Aggregate Revolving Commitments” means the Revolving Commitments of all
the Lenders. The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is FIFTEEN MILLION DOLLARS ($15,000,000).


     “Alternative Currency” means each of British Pounds Sterling, Euros and
each other lawful currency (other than Dollars) that is freely available and
freely transferable and convertible into Dollars and that is approved by all
the Lenders in accordance with Section 1.09.


     “Alternative Currency Equivalent” means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent at such time on
the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of such Alternative Currency with Dollars.


     “Alternative Currency Sublimit” means an amount equal to the lesser of (a)
the Aggregate Revolving Commitments and (b) FIVE MILLION DOLLARS ($5,000,000).
The Alternative Currency Sublimit is part of, and not in addition to, the
Aggregate Revolving Commitments.


     “Applicable Currency” means Dollars or an Alternative Currency, as
applicable.


     “Applicable Rate” means the following percentages per annum, based upon
the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 7.02(a):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 	Letters of Credit	 	 	 	 
	 	 	Consolidated	 	Commitment	 	and	 	 	 	 
	Pricing Level	 	Leverage Ratio	 	Fee	 	Eurocurrency Loans	 	Base Rate Loans
	


	1
	 	 	< 1.0:1.0	 	 	 	0.375	%	 	 	2.50	%	 	 	1.00	%
	2
	 	> 1.0:1.0 but < 1.5:1.0	 	 	0.375	%	 	 	2.75	%	 	 	1.25	%
	3
	 	> 1.5:1.0 but < 2.0:1.0	 	 	0.50	%	 	 	3.00	%	 	 	1.50	%
	4
	 	 	> 2.0:1.0	 	 	 	0.50	%	 	 	3.50	%	 	 	2.00	%
	





Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective no later than the first
Business Day immediately following the date a Compliance Certificate is
required to be delivered pursuant to Section 7.02(a); provided, however, that
if a Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level 4


2






 


shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered. The Applicable
Rate in effect from the Closing Date through the date no later than the first
Business Day immediately following the date a Compliance Certificate is
required to be delivered pursuant to Section 7.02(a) for the fiscal period
ending December 31, 2003 shall be determined based upon Pricing Level 4.


     “Applicable Time” means, with respect to any borrowings and payments in
(a) British Pounds Sterling or Euros, 12:00 noon (London time) and (b) all
other Alternative Currencies, the local times in the place of settlement for
such Alternative Currencies as may be determined by the Administrative Agent to
be necessary for timely settlement on the relevant date in accordance with
normal banking procedures in the place of payment.


     “Approved Fund” has the meaning provided in Section 11.07(h).


     “Arranger” means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.


     “Assignment and Assumption” means an Assignment and Assumption
substantially in the form of Exhibit D.


     “Attorney Costs” means and includes all reasonable fees, expenses and
disbursements of any law firm or other counsel.


     “Attributable Indebtedness” means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with
GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP
if such lease were accounted for as a Capital Lease, (c) in respect of any
Securitization Transaction of any Person, the outstanding principal amount of
such financing, after taking into account reserve accounts and making
appropriate adjustments, determined by the Administrative Agent in its
reasonable judgment and (d) in the case of any Sale and Leaseback Transaction,
the present value (discounted in accordance with GAAP at the debt rate implied
in the applicable lease) of the obligations of the lessee for rental payments
during the term of such lease.


     “Availability Period” means, with respect to the Revolving Commitments,
the period from and including the Initial Funding Date to the earliest of (a)
the Revolving Loan Maturity Date, (b) the date of termination of the Aggregate
Revolving Commitments pursuant to Section 2.05, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 9.02.


     “Bank of America” means Bank of America, N.A. and its successors.


     “Bank of Scotland” means the Governor and Company of the Bank of Scotland
and its successors.


     “Base Rate” means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America as its “prime rate.” The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in the “prime rate” announced by Bank of
America


3






 


shall take effect at the opening of business on the day specified in the
public announcement of such change.


     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.


     “BioReliance Financial Statements” has the meaning provided in Section
5.02(e)(i).


     “Borrowers” has the meaning provided in the introductory paragraph hereto.


     “Borrowing” means a borrowing consisting of simultaneous Loans of the same
Type and, in the case of Eurocurrency Loans, in the same currency and having
the same Interest Period made by each of the Lenders pursuant to Section 2.01.


     “BPG Property” means the Property located at 9920 Medical Center Drive,
Rockville, Maryland 20850-3447.


     “British Pounds Sterling” means the lawful currency of the United Kingdom.


     “BUKH” means BioReliance UK Holdings, Ltd., a Scottish private limited
company and Wholly Owned Subsidiary of BioReliance Acquisitions, Inc.


     “BUKS” means BioReliance Ltd., a Scottish private limited company and
Wholly Owned Subsidiary of BUKH.


     “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent’s Office with respect
to Obligations denominated in Dollars is located and (a) if such day relates to
any Eurocurrency Loan denominated in a currency other than Euro, means any such
day on which dealings in deposits in the relevant currency are conducted by and
between banks in the London or other applicable offshore interbank market for
such currency or (b) if such day relates to any Eurocurrency Loan denominated
in Euro, means a TARGET Day.


     “Businesses” means, at any time, a collective reference to the businesses
operated by the Consolidated Group at such time.


     “Capital Lease” means, as applied to any Person, any lease of any Property
by that Person as lessee that, in accordance with GAAP, is required to be
accounted for as a capital lease on the balance sheet of that Person.


     “Capital Stock” means (i) in the case of a corporation, association or
business entity, capital stock or any and all shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, (ii) in the case of a partnership, partnership interests (whether
general or limited), (iii) in the case of a limited liability company,
membership interests and (iv) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.


     “Cash Collateralize” has the meaning provided in Section 2.03(g).


     “Cash Equivalents” means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the


4






 


date of acquisition, (b) Dollar denominated time deposits and certificates
of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized
standing having capital and surplus in excess of $500,000,000 or (iii) any bank
whose short-term commercial paper rating from S&P is at least A-1 or the
equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof
(any such bank being an “Approved Bank”), in each case with maturities of not
more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody’s and maturing within six
months of the date of acquisition, (d) repurchase agreements entered into by
any Person with a bank or trust company (including any of the Lenders) or
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States in which such Person shall have a perfected first priority security
interest (subject to no other Liens) and having, on the date of purchase
thereof, a fair market value of at least 100% of the amount of the repurchase
obligations and (e) Investments, classified in accordance with GAAP as current
assets, in money market investment programs registered under the Investment
Company Act of 1940, as amended, that are administered by reputable financial
institutions having capital of at least $500,000,000 and the portfolios of
which are limited to Investments of the character described in the foregoing
subclauses hereof.


     “Change of Control” means an event or series of events by which:



		
	 	     (a)     any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
employee benefit plan of such person or its subsidiaries, and any person
or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have “beneficial
ownership” of all Capital Stock that such person or group has the right
to acquire (such right, an “option right”), whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 25% more of the Voting Stock of BioReliance on a fully
diluted basis (and taking into account all such securities that such
person or group has the right to acquire pursuant to any option right)
than any such person or group beneficially owns as of the Closing Date;
or
	 
	 	     (b)     during any period of twenty-four consecutive months, a majority
of the members of the board of directors or other equivalent governing
body of BioReliance cease to be composed of individuals (i) who were
members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or
equivalent governing body was approved by individuals referred to in
clause (i) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body or (iii)
whose election or nomination to that board or other equivalent governing
body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body (excluding, in the
case of both clause (ii) and clause (iii), any individual whose initial
nomination for, or assumption of office as, a member of that board or
equivalent governing body occurs as a result of an actual or threatened
solicitation of proxies or consents for the election or removal of one or
more directors by any person or group other than a solicitation for the
election of one or more directors by or on behalf of the board of
directors).



     “Closing Date” means the date hereof.


     “Clydesdale” means Clydesdale Bank Public Limited Company and its
successors.


5






 


     “Collateral” means a collective reference to all real and personal
Property with respect to which Liens in favor of the Administrative Agent are
purported to be granted pursuant to and in accordance with the terms of the
Collateral Documents.


     “Collateral Documents” means a collective reference to the Domestic
Security Agreement, the Foreign Security Agreement, the Domestic Pledge
Agreement, the Foreign Pledge Agreement, the Mortgages and such other security
documents as may be executed and delivered by any of the Credit Parties in
connection with the attachment and perfection of the security interests and
liens arising hereunder or pursuant to the terms of Section 7.12 and 7.13 in
favor of the Administrative Agent or the Security Trustee.


     “Commitment” means, as to each Lender, the Revolving Commitment of such
Lender, the Domestic Term Loan Commitment of such Lender and/or the Foreign
Term Loan Commitment of such Lender.


     “Compliance Certificate” means a certificate substantially in the form of
Exhibit C.


     “Confidential Information” has the meaning provided in Section 11.08.


     “Consolidated Capital Expenditures” means, for any period, for the
Consolidated Group on a consolidated basis, all capital expenditures, as
determined in accordance with GAAP; provided, however, that Consolidated
Capital Expenditures shall not include expenditures made with proceeds of any
disposition of fixed or capital assets not prohibited hereunder or any
Involuntary Disposition, in each case to the extent such expenditures are used
to purchase Property that is the same as or similar to the Property subject to
such disposition of fixed or capital assets or Involuntary Disposition.


     “Consolidated EBITDA” means, for any period for the Consolidated Group,
the sum of (a) Consolidated Net Income, plus (b) to the extent deducted in
determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii)
income taxes, (iii) depreciation and amortization and (iv) non-cash expense for
stock options, if any, in each case on a consolidated basis determined in
accordance with GAAP. Except as otherwise expressly provided, the applicable
period shall be the four consecutive fiscal quarters ending as of the date of
determination.


     “Consolidated EBITDAR” means, for any period for the Consolidated Group,
the sum of (a) Consolidated EBITDA, plus (b) rent and lease expense, in each
case determined on a consolidated basis in accordance with GAAP. Except as
otherwise expressly provided, the applicable period shall be the four
consecutive fiscal quarters ending as of the date of determination.


     “Consolidated Fixed Charge Coverage Ratio” means, as of the last day of
each fiscal quarter for the period of four consecutive fiscal quarters ending
on such day, the ratio of (a) the sum of (i) Consolidated EBITDAR, minus (ii)
cash taxes paid, minus (iii) Consolidated Capital Expenditures to (b)
Consolidated Fixed Charges.


     “Consolidated Fixed Charges” means, for any period for the Consolidated
Group, the sum of (a) the cash portion of Consolidated Interest Expense, plus
(b) rent and lease expense, plus (c) Consolidated Scheduled Funded Debt
Payments, plus (d) dividends and other distributions paid on the Capital Stock
of the Borrower, in each case on a consolidated basis determined in accordance
with GAAP. Except as otherwise expressly provided, the applicable period shall
be the four consecutive fiscal quarters ending as of the date of determination.


6






 


     “Consolidated Funded Debt” means Funded Debt of the Consolidated Group on
a consolidated basis determined in accordance with GAAP, but excluding, for
purposes hereof, Funded Debt related to the loan notes and related Support
Obligations described in Section 8.03(k) to the extent such Funded Debt is
secured by cash collateral.


     “Consolidated Group” means BioReliance and its Subsidiaries.


     “Consolidated Interest Expense” means, for any period for the Consolidated
Group, all interest expense, including the amortization of debt discount and
premium, the interest component under Capital Leases and the implied interest
component under Securitization Transactions, in each case on a consolidated
basis determined in accordance with GAAP. Except as expressly provided
otherwise, the applicable period shall be the four consecutive fiscal quarters
ending as of the date of determination.


     “Consolidated Leverage Ratio” means, as of the last day of each fiscal
quarter, the ratio of Consolidated Funded Debt on such day to Consolidated
EBITDA for the period of four consecutive fiscal quarters ending as of such
day.


     “Consolidated Net Income” means, for any period, for the Consolidated
Group on a consolidated basis, the net income of the Consolidated Group
(excluding extraordinary gains and extraordinary losses) for that period.


     “Consolidated Net Worth” means, as of any date of determination,
consolidated shareholders’ equity of the Consolidated Group as of that date
determined in accordance with GAAP.


     “Consolidated Scheduled Funded Debt Payments” means for any period for the
Consolidated Group on a consolidated basis, the sum of all scheduled payments
of principal on Consolidated Funded Debt, as determined in accordance with
GAAP. For purposes of this definition, “scheduled payments of principal” (a)
shall be determined without giving effect to any reduction of such scheduled
payments resulting from the application of any voluntary prepayments made
during the applicable period, (b) shall be deemed to include the principal
component of scheduled payments of Attributable Indebtedness in respect of
Capital Leases and Synthetic Leases and (c) shall not include any voluntary
prepayments or mandatory prepayments required pursuant to Section 2.04.


     “Consolidated Working Capital” means, at any time, the excess of (i)
current assets of the Consolidated Group on a consolidated basis at such time
over (ii) current liabilities of the Consolidated Group on a consolidated basis
at such time, all as determined in accordance in GAAP.


     “Contractual Obligation” means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.


     “Control” has the meaning provided in the definition of “Affiliate.”


     “Corresponding Debt” has the meaning provided in Section 11.20(b).


     “Credit Agreement” means this Credit Agreement, as amended, modified,
supplemented and extended from time to time.


     “Credit Documents” means this Credit Agreement, each Note, each Letter of
Credit, each Letter of Credit Application, each Joinder Agreement, the
Collateral Documents, each Request for Credit Extension, each Compliance
Certificate, the Fee Letter and each other document, instrument or agreement


7






 


from time to time executed by any member of the Consolidated Group or any
Responsible Officer thereof in favor of the Administrative Agent, the Security
Trustee, the L/C Issuer or a Lender and required to be delivered in connection
with this Credit Agreement.


     “Credit Extension” means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.


     “Credit Parties” means, collectively, BioReliance, the Foreign Borrower
and each Guarantor.


     “Debt Issuance” means the issuance by any member of the Consolidated Group
of any Indebtedness other than Indebtedness permitted under Section 8.03.


     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally.


     “Default” means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.


     “Default Rate” means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurocurrency Loan, the Default
Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.


     “Defaulting Lender” means any Lender that (a) has failed to fund any
portion of the Loans or participations in L/C Obligations required to be funded
by it hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within
one Business Day of the date when due, unless the subject of a good faith
dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy
or insolvency proceeding.


     “Disposition” or “Dispose” means the sale, transfer, license, lease or
other disposition (including any Sale and Leaseback Transaction) of any
Property by any member of the Consolidated Group (including the sale of Capital
Stock of any Subsidiary), including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith.


     “Dollar” and “$” mean the lawful currency of the United States.


     “Dollar Equivalent” means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent at such time on the basis of
the Spot Rate (determined in respect of the most recent Revaluation Date) for
the purchase of Dollars with such Alternative Currency.


     “Domestic Credit Party” means BioReliance and any Credit Party that is a
Domestic Subsidiary.


8






 


     “Domestic Guarantor” means each Domestic Subsidiary of BioReliance and
each other Person that joins as a Domestic Guarantor of the Obligations
pursuant to Section 7.12, together with their respective successors and
permitted assigns (except as otherwise provided hereunder).


     “Domestic Pledge Agreement” means the pledge agreement dated as of the
Initial Funding Date executed in favor of the Administrative Agent by
BioReliance and each of the Domestic Guarantors, as amended, modified, restated
or supplemented from time to time.


     “Domestic Security Agreement” means the security agreement dated as of the
Initial Funding Date executed in favor of the Administrative Agent by
BioReliance and each of the Domestic Guarantors, as amended, modified, restated
or supplemented from time to time.


     “Domestic Subsidiary” means any Subsidiary that is organized under the
Laws of any political subdivision of the United States.


     “Domestic Term Loan” has the meaning provided in Section 2.01(b)(i).


     “Domestic Term Loan Commitment” means, as to each Lender, its obligation
to make its portion of the Domestic Term Loan to BioReliance on the Initial
Funding Date pursuant to Section 2.01(b)(i), in the aggregate principal amount
of such Lender’s Pro Rata Share of the Aggregate Domestic Term Loan Commitment
on such date, as set forth on Schedule 2.01.


     “Domestic Term Note” has the meaning provided in Section 2.10.


     “Eligible Assignee” has the meaning provided in Section 11.07(h).


     “EMU” means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998, as amended from time to time.


     “EMU Legislation” means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency (whether known as the “euro” or otherwise).


     “Environmental Laws” means any and all federal, state, local, foreign and
other applicable statutes, Laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements
or governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges
to waste or public systems.


     “Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of BioReliance, any other Credit Party or any
of their respective Subsidiaries directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


     “Equity Transaction” means, with respect to any member of the Consolidated
Group, any issuance or sale of shares of its Capital Stock, other than an
issuance (a) to a member of the Consolidated


9






 


Group, (b) in connection with a conversion of debt securities to equity,
(c) in connection with the exercise by a present or former employee, officer or
director under a stock incentive plan, stock option plan or other equity-based
compensation plan or arrangement, or (d) in connection with any Acquisition
permitted hereunder.


     “ERISA” means the Employee Retirement Income Security Act of 1974.


     “ERISA Affiliate” means any trade or business (whether or not
incorporated) under common control with BioReliance within the meaning of
Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o)
of the Internal Revenue Code for purposes of provisions relating to Section 412
of the Internal Revenue Code).


     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by BioReliance or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by BioReliance or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition that would reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any material liability under Title
IV of ERISA, other than for PBGC premiums due but not delinquent under Section
4007 of ERISA or any other liability assessed but not yet delinquent, upon
BioReliance or any ERISA Affiliate.


     “Euro” and “€” mean the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.


     “Eurocurrency Base Rate” means, for any Interest Period with respect to
any Eurocurrency Loan:



		
	 	     (a)     the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of
the Telerate screen (or any successor thereto) that displays an average
British Bankers Association Interest Settlement Rate for deposits in the
relevant currency (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of
approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period, or
	 
	 	     (b)     if the rate referenced in the preceding clause (a) does not
appear on such page or service or such page or service shall not be
available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other
service that displays an average British Bankers Association Interest
Settlement Rate for deposits in the relevant currency (for delivery on
the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, or
	 
	 	     (c)     if the rates referenced in the preceding clauses (a) and (b) are
not available, the rate per annum determined by the Administrative Agent
as the rate of interest at which deposits in the relevant currency for
delivery on the first day of such Interest Period in same day funds in
the approximate amount of the Eurocurrency Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest
Period would be offered by Bank of



10






 








		
	 	America’s London Branch or London Affiliate to major banks in the
offshore interbank market for such currency at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period.



     “Eurocurrency Loan” means a Loan that bears interest at a rate based on
the Eurocurrency Rate.


     “Eurocurrency Rate” means for any Interest Period with respect to any
Eurocurrency Loan, a rate per annum determined by the Administrative Agent to
be equal to the quotient obtained by dividing (a) the Eurocurrency Base Rate
for such Eurocurrency Loan for such Interest Period by (b) one minus the
Eurocurrency Reserve Percentage for such Eurocurrency Loan for such Interest
Period.


     “Eurocurrency Reserve Percentage” means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as “Eurocurrency liabilities”). The Eurocurrency Rate for each
outstanding Eurocurrency Loan shall be adjusted automatically as of the
effective date of any change in the Eurocurrency Reserve Percentage.


     “Event of Default” has the meaning provided in Section 9.01.


     “Excess Cash Flow” means, for any period for the Consolidated Group, an
amount equal to the sum of (a) Consolidated EBITDA, minus (b) Consolidated
Capital Expenditures paid in cash, minus (c) the cash portion of Consolidated
Interest Expense, minus (d) cash taxes paid, minus (e) Consolidated Scheduled
Funded Debt Payments, minus (f) the amount of any voluntary prepayments made on
the Term Loans during such fiscal year, minus (g) increases in Consolidated
Working Capital, plus (h) decreases in Consolidated Working Capital, minus (i)
the amount of voluntary prepayments made on the Revolving Loans to the extent
accompanied by a permanent reduction of the Aggregate Revolving Commitments, in
each case on a consolidated basis determined in accordance with GAAP.


     “Excluded Property” means:



		
	 	     (a)     with respect to any Domestic Credit Party, including any Person
that becomes a Domestic Credit Party after the Closing Date as
contemplated by Section 7.12, (i) unless reasonably requested by the
Administrative Agent or the Required Lenders on thirty days prior written
notice, any personal Property (including motor vehicles) in respect of
which perfection of a Lien is not either (A) governed by the UCC or (B)
effected by appropriate evidence of the Lien being filed in either the
United States Copyright Office or the United States Patent and Trademark
Office, (ii) unless reasonably requested by the Administrative Agent or
the Required Lenders on thirty days prior written notice, any leasehold
interests, (iii) the BPG Property, (iv) any Property that, subject to the
terms of Section 8.10, is subject to a Lien permitted under Section
8.01(j) pursuant to documents that prohibit such Credit Party from
granting any other Liens in such Property and (v) any permit, lease,
license, contract or instrument now or hereafter in effect of a Credit
Party if the grant of a security interest in such permit, lease, license,
contract or instrument in a manner contemplated by this Credit Agreement,
under the terms thereof or under applicable Law, is prohibited and would
result in the termination thereof or give the other parties thereto the
right to terminate, accelerate or otherwise materially and adversely
alter such Credit Party’s rights, titles and interests thereunder
(including upon the giving of notice or the lapse of time or both); and




		
	 	     (b)     with respect any Foreign Credit Party, including any Person that
becomes a Foreign Credit Party after the Closing Date as contemplated by
Section 5.02 or 7.12, except as



11






 








		
	 	expressly provided below, (i) any Property that, subject to the
terms of Section 8.10, is subject to a Lien of the type described in
Section 8.01(j) pursuant to documents that prohibit such Credit Party
from granting any other Liens in such Property, (ii) any Property that is
subject to a Lien of the type described in Section 8.01(m) or (n), (iii)
unless reasonably requested by the Administrative Agent or the Required
Lenders on sixty days prior written notice, any leasehold interests
(other than leasehold interests with respect to Property located in
Germany), (iv) any leasehold interest with respect to Property located in
Germany, (v) receivables not governed by German law or otherwise not
assignable as a matter of German law that are due to any member of the
Consolidated Group formed or incorporated under the laws of Germany (but
excluding any such receivable due to any such member of the Consolidated
Group from another Credit Party) in an aggregate amount not to exceed
€2,000,000, (vi) any permit, lease, license, contract or instrument now or hereafter in effect of a Credit Party if the grant of a security
interest in such permit, lease, license, contract or instrument in a
manner contemplated by this Credit Agreement, under the terms thereof or
under applicable Law, is prohibited and would result in the termination
thereof or give the other parties thereto the right to terminate,
accelerate or otherwise materially and adversely alter such Credit
Party’s rights, titles and interests thereunder (including upon the
giving of notice or the lapse of time or both) and (vii) any other
Property for which the expense of perfecting a security interest therein
under applicable law is excessive given the value of such Property, in
the reasonable judgment of the Administrative Agent and the Required
Lenders; provided that any floating charge pursuant to Collateral
Documents governed by Scottish law will apply to all Property otherwise
excluded pursuant to this subsection (b) except Property that is subject
to a Lien of the type described in Section 8.01(m).



     “Existing Letters of Credit” means each of those standby letters of credit
set forth on Schedule 2.03.


     “Facilities” means, at any time, a collective reference to the facilities
and real properties owned, leased or operated by BioReliance or any Subsidiary.


     “Federal Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to the next whole multiple of 1/100th of 1%) charged to
Bank of America on such day on such transactions as determined by the
Administrative Agent.


     “Fee Letter” means the letter agreement dated June 20, 2003 among
BioReliance, the Administrative Agent and the Arranger.


     “Finance Party” means each Lender, each Affiliate of a Lender that enters
into a Swap Contract with a Credit Party, the L/C Issuer, the Administrative
Agent and the Security Trustee.


     “First-Tier Foreign Subsidiary” means each Foreign Subsidiary that is
owned directly by BioReliance or a Domestic Guarantor.


     “Foreign Borrower” has the meaning provided in the introductory paragraph
hereto.


     “Foreign Credit Party” means any Credit Party that is not a Domestic
Credit Party.


12






 


     “Foreign Guarantors” means each Foreign Subsidiary identified as a
“Foreign Guarantor” on the signature pages hereto and each other Person that
joins as a Foreign Guarantor pursuant to Section 7.12, together with their
respective successors and permitted assigns (except as otherwise provided
hereunder).


     “Foreign Lender” has the meaning provided in Section 11.15(a)(i).


     “Foreign Obligations” means all advances to, and debts, liabilities,
obligations, covenants and duties of, the Foreign Borrower and any Foreign
Guarantor arising under any Credit Document or otherwise with respect to the
Foreign Term Loan, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against the Foreign Borrower or any Foreign Guarantor or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest
and fees are allowed claims in such proceeding.


     “Foreign Pledge Agreement” means any pledge agreement or similar document
entered into by the Foreign Borrower or any Foreign Guarantor in favor of the
Administrative Agent or Security Trustee, in accordance with the terms hereof,
to secure the obligations of such Person under the Credit Documents, as
amended, modified, restated or supplemented from time to time.


     “Foreign Security Agreement” means any security agreement or similar
document entered into by the Foreign Borrower or any Foreign Guarantor in favor
of the Administrative Agent or Security Trustee, in accordance with the terms
hereof, to secure the obligations of such Person under the Credit Documents, as
amended, modified, restated or supplemented from time to time.


     “Foreign Subsidiary” means any Subsidiary that is not a Domestic
Subsidiary.


     “Foreign Term Loan” has the meaning provided in Section 2.01(b)(ii).


     “Foreign Term Loan Commitment” means, as to each Lender, its obligation to
make its portion of the Foreign Term Loan to the Foreign Borrower on the
Initial Funding Date pursuant to Section 2.01(b)(ii), in the aggregate
principal amount of such Lender’s Pro Rata Share of the Aggregate Foreign Term
Loan Commitment on such date, as set forth on Schedule 2.01.


     “Foreign Term Note” has the meaning provided in Section 2.10.


     “FRB” means the Board of Governors of the Federal Reserve System of the
United States.


     “Fund” has the meaning provided in Section 11.07(h).


     “Funded Debt” means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:



		
	 	     (a)     all obligations for borrowed money, whether current or long-term
(including the Obligations hereunder), and all obligations evidenced by
bonds, debentures, notes, loan agreements or other similar instruments;




		
	 	     (b)     all purchase money indebtedness (including indebtedness and
obligations in respect of conditional sales and title retention
arrangements, except for customary conditional sales and title retention
arrangements with suppliers that are entered into in the ordinary course
of business) and all indebtedness and obligations in respect of the
deferred purchase price of



13






 








		
	 	property or services (other than trade accounts payable incurred the
ordinary course of business and payable on customary trade terms);




		
	 	     (c)     all direct obligations under letters of credit (including
standby and commercial), bankers’ acceptances and similar instruments
(including bank guaranties, surety bonds, comfort letters, keep-well
agreements and capital maintenance agreements), in each case to the
extent such instruments or agreements support financial, rather than
performance, obligations;




		
	 	     (d)     the Attributed Indebtedness of Capital Leases and Synthetic
Leases;
	 
	 	     (e)     the Attributed Indebtedness of Securitization Transactions;
	 
	 	     (f)     all preferred stock and comparable equity interests providing
for mandatory redemption, sinking fund or other like payments;
	 
	 	     (g)     Support Obligations in respect of Funded Debt of another Person;
	 
	 	     (f)     Funded Debt of any partnership or joint venture or other similar
entity in which such Person is a general partner or joint venturer, and,
as such, has personal liability for such obligations, but only to the
extent there is recourse to such Person for payment thereof.



For purposes hereof, the amount of Funded Debt shall be determined (i) based on
the outstanding principal amount in the case of borrowed money indebtedness
under clause (a) and purchase money indebtedness and the deferred purchase
price obligations under clause (b), (ii) based on the maximum amount available
to be drawn in the case of letter of credit obligations and the other
obligations under clause (c), and (iii) based on the amount of Funded Debt that
is the subject of the Support Obligations in the case of Support Obligations
under clause (g).


     “GAAP” means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, consistently
applied.


     “Glasgow Mortgage” means the Mortgage given by Q-One in favor of the
Security Trustee with respect to Unit 5, Todd Campus, West of Scotland Science
Park, Glasgow.


     “Governmental Authority” means any nation or government, any federal,
state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.


     “German Guarantor” has the meaning provided in Section 4.08(a).


     “German Guaranty” has the meaning provided in Section 4.08(a).


     “German Credit Party” means a Foreign Credit Party incorporated or
established under the laws of Germany.


     “Guaranty” means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders pursuant to Article IV hereof.


14






 


     “Guarantors” means a collective reference to (a) in its capacity as a
guarantor of the Foreign Obligations, BioReliance, (b) the Domestic Guarantors
and (c) the Foreign Guarantors.


     “Hazardous Materials” means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.


     “Honor Date” has the meaning provided in Section 2.03(c)(i).


     “Indebtedness” means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:



		
	 	     (a)     all Funded Debt;
	 
	 	     (b)     all contingent obligations under letters of credit (including
standby and commercial), bankers’ acceptances and similar instruments
(including bank guaranties, surety bonds, comfort letters, keep-well
agreements and capital maintenance agreements), in each case to the
extent such instruments or agreements support financial, rather than
performance, obligations;
	 
	 	     (c)     net obligations under any Swap Contract;
	 
	 	     (d)     Support Obligations in respect of Indebtedness of another
Person; and
	 
	 	     (e)     Indebtedness of any partnership or joint venture or other
similar entity in which such Person is a general partner or joint
venturer, and, as such, has personal liability for such obligations, but
only to the extent there is recourse to such Person for payment thereof.



For purposes hereof, the amount of Indebtedness shall be determined based on
the Swap Termination Value in the case of net obligations under Swap Contracts
under clause (c).


     “Indemnified Liabilities” has the meaning provided in Section 11.05.


     “Indemnitees” has the meaning provided in Section 11.05.


     “Initial Funding Date” means the date of the initial Credit Extensions
pursuant to Sections 5.02 and 5.03.


     “Interest Payment Date” means (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and (i) if
such Loan is a Revolving Loan, the Revolving Loan Maturity Date and (ii) if
such Loan is a Term Loan, the Term Loan Maturity Date; provided, however, that
if any Interest Period for a Eurocurrency Loan exceeds three months, the
respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any Base
Rate Loan, the last Business Day of each March, June, September and December
and (i) if such Loan is a Revolving Loan, the Revolving Loan Maturity Date and
(ii) if such Loan is a Term Loan, the Term Loan Maturity Date; provided that in
the case of both clauses (a) and (b) above, the first Interest Payment Date
with respect to the Foreign Borrower shall be the first such date to occur not
less than six months after the Initial Funding Date.


15






 


     “Interest Period” means, as to each Eurocurrency Loan, the period
commencing on the date such Eurocurrency Loan is disbursed or converted to or
continued as a Eurocurrency Loan and ending on the date one, two, three or six
months thereafter, as selected by the applicable Borrower in its Loan Notice;
provided that:



		
	 	     (a)     any Interest Period that would otherwise end on a day that is
not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Business Day;
	 
	 	     (b)     any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period;
	 
	 	     (c)     no Interest Period with respect to Revolving Loans shall extend
beyond the Revolving Loan Maturity Date; and
	 
	 	     (d)     no Interest Period with respect to Term Loans shall extend
beyond the Term Loan Maturity Date.



     “Internal Revenue Code” means the Internal Revenue Code of 1986, as
amended.


     “Investment” means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of Capital Stock of another Person (including, without limitation,
in connection with any joint venture permitted hereunder), (b) a loan, advance
or capital contribution to, Support Obligation or assumption of debt of, or
purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture
interest in such other Person, or (c) an Acquisition. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.


     “Involuntary Disposition” means any loss of, damage to or destruction of,
or any condemnation or other taking for public use of, any Property of
BioReliance or any Subsidiary.


     “IP Rights” has the meaning provided in Section 6.18.


     “IRS” means the United States Internal Revenue Service.


     “Joinder Agreement” means a joinder agreement substantially in the form of
Exhibit E (or such other form satisfactory to the Administrative Agent)
executed and delivered in connection with the joinder of any Person as a Credit
Party.


     “Knowledge” means the actual knowledge of a Responsible Officer.


     “Laws” means, collectively, all international, foreign, federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, licenses, authorizations and permits of, and
agreements with, any Governmental Authority.


16






 


     “L/C Advance” means, with respect to each Lender, such Lender’s funding of
its participation in any L/C Borrowing in accordance with its Pro Rata Share.


     “L/C Borrowing” means an extension of credit resulting from a drawing
under any Letter of Credit that has not been reimbursed on the date when made
or refinanced as a Borrowing of Revolving Loans.


     “L/C Credit Extension” means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.


     “L/C Issuer” means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.


     “L/C Obligations” means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.


     “Lenders” means each of the Persons identified as a “Lender” on the
signature pages hereto and their respective successors and assigns and, as the
context requires, includes the L/C Issuer.


     “Lending Office” means, as to any Lender, the office or offices of such
Lender described as such in such Lender’s Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrowers
and the Administrative Agent.


     “Letter of Credit” means (a) each Existing Letter of Credit and (b) any
standby letter of credit issued hereunder.


     “Letter of Credit Application” means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.


     “Letter of Credit Expiration Date” means the day that is seven days prior
to the Revolving Loan Maturity Date (or, if such day is not a Business Day, the
next preceding Business Day).


     “Letter of Credit Sublimit” means an amount equal to the lesser of (a) the
Aggregate Revolving Commitments and (b) FIVE MILLION DOLLARS ($5,000,000). The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Revolving Commitments.


     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic
effect as any of the foregoing).


     “Loan” means an extension of credit by a Lender to a Borrower under
Article II in the form of a Revolving Loan or Term Loan.


     “Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, the
Borrowing of the Domestic Term Loan or the Borrowing of the Foreign Term Loan,
(b) a conversion of Loans from one Type to the other, or (c) a continuation of
Eurocurrency Loans, pursuant to Section 2.02(a), which, if in writing, shall be
substantially in the form of Exhibit A.


17






 


     “Mandatory Cost Rate” means, with respect to any period, a rate per annum
determined in accordance with Schedule 2.07.


     “Mandatory Cost Reference Lender” mean Bank of America.


     “Material Adverse Effect” means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent), condition (financial or otherwise) or prospects of
BioReliance or the Consolidated Group taken as a whole; (b) a material
impairment of the ability of any Credit Party to perform its obligations under
any material Credit Document to which it is a party; or (c) a material adverse
effect upon the validity or enforceability against any Credit Party of any
material Credit Document to which it is a party.


     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.


     “Mortgaged Property” means each real property set forth on Schedule
6.19(a) (other than Excluded Property) and each other real property that is, or
pursuant to the terms hereof, becomes, the subject of a Mortgage.


     “Mortgages” means (a) the Glasgow Mortgage and (b) each other mortgage,
deed of trust, security deed or like instrument, if any, given by the Credit
Parties, as grantors, to the Administrative Agent or the Security Trustee to
secure any of the obligations hereunder, and any other such instruments that
may be given by any Person pursuant to the terms hereof, as such instruments
may be amended and modified from time to time.


     “Multiemployer Plan” means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which BioReliance or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.


     “Net Cash Proceeds” means the aggregate proceeds paid in cash or Cash
Equivalents received by any member of the Consolidated Group in connection with
any Disposition, Involuntary Disposition, Equity Transaction or Debt Issuance,
net of (a) direct costs (including legal, accounting and investment banking
fees, sales commissions and underwriting discounts), (b) estimated taxes paid
or payable as a result thereof and (c) amounts applied to the repayment of
Indebtedness secured by a Lien permitted hereunder on the asset disposed of
(other than a Lien pursuant to a Collateral Document). For purposes hereof,
“Net Cash Proceeds” includes any cash or Cash Equivalents consisting of
deferred payment of principal pursuant to a note or installment receivable or
purchase price adjustment receivable, but only as and when received upon the
disposition of any non-cash consideration received by any member of the
Consolidated Group in any Disposition, Involuntary Disposition, Equity
Transaction or Debt Issuance.


     “Notes” means the Revolving Notes and/or the Term Notes, as appropriate.


     “Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Credit Party (including the Foreign Obligations)
arising under any Credit Document or otherwise with respect to any Loan or
Letter of Credit, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against any Credit Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding. The foregoing shall also include any Swap Contract
between any Credit Party and any Lender or Affiliate of a Lender.


18






 


     “Organization Documents” means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or, with respect to
any non-U.S. jurisdiction, equivalent or comparable documents reasonably
acceptable to the Administrative Agent); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and
operating agreement (or, with respect to any non-U.S. jurisdiction, equivalent
or comparable documents reasonably acceptable to the Administrative Agent); and
(c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement

of formation or organization and any agreement, instrument, filing or notice
with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or articles of formation or
organization of such entity (or, with respect to any non-U.S. jurisdiction,
equivalent or comparable documents reasonably acceptable to the Administrative
Agent).


     “Other Taxes” has the meaning provided in Section 3.01(b).


     “Outstanding Amount” means (i) with respect to any Loans on any date, the
aggregate outstanding principal Dollar Equivalent thereof after giving effect
to any borrowings and prepayments or repayments of any Loans occurring on such
date; and (ii) with respect to any L/C Obligations on any date, the amount of
such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements of outstanding unpaid drawings under any Letters of Credit or
any reductions in the maximum amount available for drawing under Letters of
Credit taking effect on such date.


     “Overnight Rate” means, for any day, (a) with respect to any amount
denominated in Dollars, the Federal Funds Rate and (b) with respect to any
amount denominated in an Alternative Currency, the rate of interest per annum
at which overnight deposits in the applicable Alternative Currency, in an
amount approximately equal to the amount with respect to which such rate is
being determined, would be offered for such day by a branch or Affiliate of
Bank of America located in the applicable interbank market for such currency to
major banks in such interbank market.


     “Parallel Debt” has the meaning provided in Section 11.20(b).


     “Participant” has the meaning provided in Section 11.07(d).


     “Participating Member State” means each state so described in any EMU
Legislation.


     “PBGC” means the Pension Benefit Guaranty Corporation.


     “Pension Plan” means any “employee pension benefit plan” (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by BioReliance or
any ERISA Affiliate or to which BioReliance or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.


     “Permitted Acquisitions” means any Acquisition (other than the
Transaction) by BioReliance or any other Credit Party, provided that (i) the
Property acquired (or the Property of the Person acquired) in such Acquisition
is in the same or a similar line of business (or a business useful to such line
of business) as the Consolidated Group were engaged in on the Closing Date (or
any reasonable extensions or expansions


19






 


thereof), (ii) the Administrative Agent shall have received all Joinder
Agreements and such other documents required to be delivered by the terms of
Section 7.12 and all items in respect of the Capital Stock or Property acquired
in such Acquisition required to be delivered by the terms of Section 7.13,
(iii) in the case of an Acquisition of the Capital Stock of another Person, the
board of directors (or other comparable governing body) of such other Person
shall have duly approved such Acquisition, (iv) BioReliance shall have
delivered to the Administrative Agent a compliance certificate demonstrating
that, upon giving effect to such Acquisition on a Pro Forma Basis, the
Consolidated Leverage Ratio is less than 2.2:1.0 as of the most recent fiscal
quarter end of BioReliance, (v) no Default or Event of Default shall exist
before or after giving effect thereto, (vi) the Credit Parties shall be in
compliance with the financial covenants in Section 8.12 hereof after giving
effect thereto, (vii) the representations and warranties made by the Credit
Parties in any Credit Document shall be true and complete in all material
respects at and as if made as of the date of such Acquisition (after giving
effect thereto) except to the extent such representations and warranties
expressly relate to an earlier date, (viii) the cash consideration paid by the
Credit Parties (A) for any single Acquisition transaction (or series of related
Acquisition transactions) (other than the Transaction), shall not exceed
$10,000,000 and (B) for all Acquisitions (other than the Transaction) during
the term of this Credit Agreement, shall not exceed $15,000,000 in the
aggregate and (ix) the aggregate consideration (including cash and non-cash
consideration, any assumption of Indebtedness and any earn-out payments) paid
by the Credit Parties (A) for any single Acquisition transaction (or series of
related Acquisition transactions) (other than the Transaction), shall not
exceed $15,000,000 and (B) for all Acquisitions (other than the Transaction)
during the term of this Credit Agreement, shall not exceed $30,000,000 in the
aggregate.


     “Permitted Investments” means, at any time, Investments by the
Consolidated Group permitted to exist at such time pursuant to the terms of
Section 8.02.


     “Permitted Liens” means, at any time, Liens in respect of Property of the
Consolidated Group permitted to exist at such time pursuant to the terms of
Section 8.01.


     “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.


     “Plan” means any “employee benefit plan” (as such term is defined in
Section 3(3) of ERISA) established by BioReliance or, with respect to any such
plan that is subject to Section 412 of the Internal Revenue Code or Title IV of
ERISA, by any ERISA Affiliate.


     “Pledge Agreements” means a collective reference to the Domestic Pledge
Agreement and the Foreign Pledge Agreements.


     “Pro Forma Balance Sheet” has the meaning provided in Section
5.01(c)(iii).


     “Pro Forma Basis” means, with respect to any of the following
transactions, for purposes of determining the applicable pricing level under
the definition of “Applicable Rate” and determining compliance with the
financial covenants hereunder, that such transaction shall be deemed to have
occurred as of the first day of the period of four consecutive fiscal quarters
ending as of the end of the most recent fiscal quarter for which annual or
quarterly financial statements shall have been delivered in accordance with the
provisions hereof. Further, for purposes of making calculations on a “Pro
Forma Basis” hereunder, (a) in the case of any Disposition, (i) income
statement items (whether positive or negative) attributable to the property,
entities or business units that are the subject of such Disposition shall be
excluded to the extent relating to any period prior to the date thereof, and
(ii) Indebtedness paid or retired in connection with such Disposition shall be
deemed to have been paid and retired as of the first day of the applicable
period; and (b) in the case of any Acquisition (including the Transaction), (i)
income statement items (whether positive or negative) attributable to the
property, entities or business units that


20






 


are the subject thereof shall be included to the extent relating to any
period prior to the date thereof, (ii) Indebtedness incurred in connection with
such Acquisition shall be deemed to have been incurred as of the first day of
the applicable period (and interest expense shall be imputed for the applicable
period assuming prevailing interest rates hereunder) and (iii) a pro forma
adjustment may be made in connection with the Transaction, in anticipation of
costs savings to be realized in respect of executive compensation in the amount
of $1,200,000 over the course of one year from the date of consummation of the
Transaction, to be taken evenly on a quarter-by-quarter basis of $300,000 per
quarter.


     “Pro Rata Share” means, as to each Lender at any time:



		
	 	     (a)     with respect to Revolving Loans, L/C Obligations and
participations therein, a fraction (expressed as a percentage, carried
out to the ninth decimal place), the numerator of which is the amount of
the Revolving Commitment of such Lender at such time and the denominator
of which is the amount of the Aggregate Revolving Commitments at such
time; provided that if the commitment of each Lender to make Revolving
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 9.02, then the numerator shall
be the Outstanding Amount of the Revolving Loans, L/C Obligations and
participations therein of such Lender, and the denominator shall be the
Outstanding Amount of the Revolving Loans, L/C Obligations and
participations therein of all Lenders;
	 
	 	     (b)     with respect to the Domestic Term Loan, a fraction (expressed as
a percentage, carried out to the ninth decimal place), the numerator of
which is the Outstanding Amount of the Domestic Term Loan held by such
Lender at such time and the denominator of which is the Outstanding
Amount of the Domestic Term Loan at such time; and
	 
	 	     (c)     with respect to the Foreign Term Loan, a fraction (expressed as
a percentage, carried out to the ninth decimal place), the numerator of
which is the Outstanding Amount of the Foreign Term Loan held by such
Lender at such time and the denominator of which is the Outstanding
Amount of the Foreign Term Loan at such time.



The initial Pro Rata Share of each Lender with respect to the Aggregate
Revolving Commitments, the Domestic Term Loan and the Foreign Term Loan is set
forth opposite the name of such Lender on Schedule 2.01 or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as
applicable.


     “Property” means any interest of any kind in any property or asset,
whether real, personal or mixed, or tangible or intangible.


     “Purchase Agreement” means (a) the Share Purchase Agreement dated as of
the date hereof among Gillian Margaret Lees and others, Margaret Parrot and
others and Satron, as vendors, the Foreign Borrower, as purchaser, and
BioReliance and (b) the Share Purchase Agreement dated as of the date hereof
among Roslyn McLaughlin and others, as vendors, the Foreign Borrower, as
purchaser, and BioReliance, in each case as amended and modified from time to
time.


     “Q-One” means Q-One Biotech Group, Ltd., a Scottish private limited
company.


     “Q-One Financial Statements” has the meaning provided in Section
5.02(e)(ii).


     “Quip Technology” means Quip Technology Limited, a Scottish private
limited company.


     “Register” has the meaning provided in Section 11.07(c).


21






 


     “Reportable Event” means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the thirty-day notice period has been
waived.


     “Request for Credit Extension” means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice and (b) with respect to an
L/C Credit Extension, a Letter of Credit Application.


     “Required Lenders” means, at any time, Lenders holding in the aggregate
more than 50% of (a) the Revolving Commitments and the outstanding Term Loans
or (b) if the Revolving Commitments have been terminated, the outstanding
Loans, L/C Obligations and participations therein. The Revolving Commitments
of, and the outstanding Term Loans held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required
Lenders.


     “Responsible Officer” means the chief executive officer, president, chief
financial officer or vice president of finance of a Credit Party. Any document
delivered hereunder that is signed by a Responsible Officer of a Credit Party
shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Credit Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Credit Party.


     “Restricted Payment” means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Capital Stock of
BioReliance or any Subsidiary, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation or termination
of any such Capital Stock or of any option, warrant or other right to acquire
any such Capital Stock.


     “Revaluation Date” means each of the following: (a) each date of a
Borrowing of a Eurocurrency Loan denominated in an Alternative Currency, (b)
each date of a continuation of a Eurocurrency Loan denominated in an
Alternative Currency pursuant to Section 2.02 and (c) such additional dates as
the Administrative Agent or the Required Lenders shall specify.


     “Revolving Commitment” means, as to each Lender, its obligation to (a)
make Revolving Loans to BioReliance during the Availability Period pursuant to
Section 2.01(a) and (b) purchase participations in L/C Obligations, in an
aggregate principal amount at any one time outstanding not to exceed such
Lender’s Pro Rata Share of the Aggregate Revolving Commitments set forth
opposite such Lender’s name on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto.


     “Revolving Loan Maturity Date” means September 30, 2006.


     “Revolving Loans” has the meaning provided in Section 2.01(a).


     “Revolving Note” has the meaning provided in Section 2.10.


     “S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.


     “Sale and Leaseback Transaction” means, with respect to BioReliance or any
Subsidiary, any arrangement, directly or indirectly, with any Person whereby
BioReliance or such Subsidiary shall sell or transfer any Property, real or
personal, used or useful in its business, whether now owned or hereafter


22






 


acquired, and thereafter rent or lease such Property or other Property
that it intends to use for substantially the same purpose or purposes as the
Property being sold or transferred.


     “Same Day Funds” means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent to be customary in the place of
disbursement or payment for the settlement of international banking
transactions in the relevant Alternative Currency.


     “Satron” means Satron Management Services (Technology) Limited, a Scottish
private limited company.


     “Satron Financial Statements” has the meaning provided in Section
5.02(e)(iii).


     “SEC” means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.


     “Securitization Transaction” means any financing transaction or series of
financing transactions (including factoring arrangements) pursuant to which
BioReliance or any Subsidiary may sell, convey or otherwise transfer, or grant
a security interest in, accounts, payments, receivables, rights to future lease
payments or residuals or similar rights to payment to a special purpose
subsidiary or Affiliate of BioReliance.


     “Security Agreements” means a collective reference to the Domestic
Security Agreement and the Foreign Security Agreements.


     “Security Trustee” means Bank of America (a) in its capacity as security
trustee under any of the Collateral Documents executed and delivered by any
Foreign Credit Party (other than a German Foreign Credit Party), or any
successor security trustee and/or (b) in its capacity as security agent with
regard to Collateral Documents executed and delivered by any German Credit
Party, or any successor security agent.


     “Solvent” or “Solvency” means, with respect to any Person as of a
particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature
in the ordinary course of business, (b) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay as such debts and liabilities mature in their ordinary course,
(c) such Person is not engaged in a business or a transaction, and is not about
to engage in a business or a transaction, for which such Person’s Property
would constitute unreasonably small capital after giving due consideration to
the prevailing practice in the industry in which such Person is engaged or is
to engage, (d) the fair value of the Property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such
Person and (e) the present fair salable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured. In computing the
amount of contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount that, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


     “Special Notice Currency” means any Alternative Currency other than the
currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.


23






 


     “Spot Rate” means, for a currency, the rate quoted by Bank of America as
the spot rate for the purchase by Bank of America of such currency with another
currency through its principal foreign exchange trading office at approximately
11:00 a.m. on the date two Business Days prior to the date as of which the
foreign exchange transaction is to be made.


     “Subsidiary” of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of Voting Stock are at the time beneficially owned, or the management of
which is otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
Subsidiary or Subsidiaries of BioReliance.


     “Support Obligation” means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation payable or
performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Support Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the related primary obligation, or portion thereof, in respect of which such
Support Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith.


     “Swap Contract” means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, that are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any similar master
agreement (any such master agreement, together with any related schedules, a
“Master Agreement”), including any such obligations or liabilities under any
Master Agreement.


     “Swap Termination Value” means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined based upon
one or more mid-market or other readily available quotations


24






 


provided by any recognized dealer in such Swap Contracts (which may
include a Lender or any Affiliate of a Lender).


     “Synthetic Lease” means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing
arrangement whereby the arrangement is considered borrowed money indebtedness
for tax purposes but is classified as an operating lease or does not otherwise
appear on the balance sheet under GAAP.


     “TARGET Day” means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) System (or, if such clearing system
ceases to be operative, such other clearing system (if any) determined by the
Administrative Agent to be a suitable replacement) is operating.


     “Taxes” has the meaning provided in Section 3.01(a).


     “Term Loan Maturity Date” means September 30, 2008.


     “Term Loans” means a collective reference to the Domestic Term Loan and
the Foreign Term Loan.


     “Term Notes” means a collective reference to the Domestic Term Notes and
the Foreign Term Notes.


     “Total Revolving Outstandings” means the aggregate Outstanding Amount of
all Revolving Loans and all L/C Obligations.


     “Transaction” means the Acquisition by BioReliance of the Capital Stock of
Q-One and Satron.


     “Transaction Documents” means the Purchase Agreement and the other
documents and agreements delivered in connection therewith (in each case
including schedules and exhibits).


     “Type” means, with respect to any Loan, its character as a Base Rate Loan
or a Eurocurrency Loan.


     “UCC” means the Uniform Commercial Code as in effect in any applicable
jurisdiction from time to time.


     “UK GAAP” means generally accepted accounting principles in the United
Kingdom, consistently applied.


     “U.K. Qualifying Lender” means a Lender that is beneficially entitled to
interest payable in respect of an advance under a Credit Document and is (a) a
Lender (i) that is a bank (as defined for the purpose of section 349 of the
United Kingdom Taxes Act 1988) making an advance under a Credit Document or
(ii) in respect of an advance made under a Credit Document by a Person that was
a bank (as defined for the purpose of section 349 of the United Kingdom Taxes
Act 1988) at the time such advance was made, and in either case is subject to
United Kingdom corporation tax on any payments of interest made with respect to
such advance; (b) a Lender that has delivered a U.K. Tax Confirmation to the
Foreign Borrower and is (i) a company resident in the United Kingdom for United
Kingdom tax purposes, (ii) a partnership, each member of which is a company
resident in the United Kingdom for United Kingdom tax purposes or (iii) a
company that carries on a trade in the United Kingdom through a branch or
agency and brings into account interest payable in respect of such advance in
computing its chargeable


25






 


profits (within the meaning of section 11(2) of the United Kingdom Taxes
Act 1988); or (c) a U.K. Treaty Lender.


     “U.K. Taxes” has the meaning provided in Section 11.15(c).


     “U.K. Tax Confirmation” means confirmation by a Lender that the Person
beneficially entitled to interest payable to such Lender in respect of an
advance under a Credit Document is either (a) a company resident in the United
Kingdom for United Kingdom tax purposes, (b) a partnership, each member of
which is a company resident in the United Kingdom for United Kingdom tax
purposes or (c) a company that carries on a trade in the United Kingdom through
a branch or agency and the interest payable in respect of such advance is taken
into account in computing the chargeable profits of such company for the
purposes of section 11(2) of the United Kingdom Taxes Act 1988.


     “U.K. Treaty Lender” means a Lender that (a) is treated as a resident of a
U.K. Treaty State and (b) does not carry on a business in the United Kingdom
through a permanent establishment with which such Lender’s participation is
effectively connected.


     “U.K. Treaty State” means a jurisdiction party to an income tax treaty
with the United Kingdom that makes provision for full exemption from tax
imposed by the United Kingdom on interest.


     “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan’s assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code
for the applicable plan year.


     “United States” and “U.S.” mean the United States of America.


     “Unreimbursed Amount” has the meaning provided in Section 2.03(c)(i).


     “Voting Stock” means, with respect to any Person, Capital Stock issued by
such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.


     “Wholly Owned Subsidiary” means any Person 100% of whose Capital Stock is
at the time owned by BioReliance directly or indirectly through other Persons
100% of whose Capital Stock is at the time owned, directly or indirectly, by
BioReliance (in each case other than directors’ qualifying shares and
investments by foreign nationals mandated by applicable law).


     1.02     Other Interpretive Provisions.


     With reference to this Credit Agreement and each other Credit Document,
unless otherwise specified herein or in such other Credit Document:



		
	 	     (a)     The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.




	 
	(b)     (i)     The words “herein,” “hereto,” “hereof” and “hereunder” and
words of similar import when used in any Credit Document shall
refer to such Credit Document as a whole and not to any particular
provision thereof



26






 




		
	 	     (ii)      Unless otherwise provided or required by context,
Article, Section, Exhibit and Schedule references are to the Credit
Document in which such reference appears.
	 
	 	     (iii)     The term “including” is by way of example and not
limitation.
	 
	 	     (iv)     The term “documents” includes any and all instruments,
documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in
physical or electronic form.




		
	 	     (c)     In the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including”; the
words “to” and “until” each mean “to but excluding”; and the word
“through” means “to and including.”
	 
	 	     (d)     Section headings herein and in the other Credit Documents are
included for convenience of reference only and shall not affect the
interpretation of this Credit Agreement or any other Credit Document.



     1.03     Accounting Terms.


     (a)       All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Credit Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the audited financial statements
of BioReliance for the fiscal year ended December 31, 2002, except as otherwise
specifically permitted herein.


     (b)       BioReliance will provide a written summary of material changes in GAAP
and in the consistent application thereof with each annual and quarterly
Compliance Certificate delivered in accordance with Section 7.02(b). If at any
time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Credit Document, and either BioReliance or the
Required Lenders shall so request, the Administrative Agent, the Lenders and
BioReliance shall negotiate in good faith to amend such ratio or requirement
to preserve the original intent thereof in light of such change (subject to the
approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP
prior to such change therein and (ii) BioReliance shall provide to the
Administrative Agent and the Lenders financial statements and other documents
required under this Credit Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change.


     (c)       Notwithstanding the above or any provision herein to the contrary,
determination of (i) the applicable pricing level under the definition of
“Applicable Rate” and (ii) compliance with financial covenants shall be made on
a Pro Forma Basis if relevant transactions have occurred.


     1.04     Rounding.


     Any financial ratios required to be maintained by BioReliance pursuant to
this Credit Agreement shall be calculated by dividing the appropriate component
by the other component, carrying the result to one place more than the number
of places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).


27






 


     1.05     References to Agreements and Laws.


     Unless otherwise expressly provided herein, (a) references to Organization
Documents, agreements (including the Credit Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other
modifications are not prohibited by any Credit Document; and (b) references to
any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.


     1.06     Times of Day.


     Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).


     1.07     Letter of Credit Amounts.


     Unless otherwise specified, all references herein to the amount of a
Letter of Credit at any time shall be deemed to mean the maximum face amount of
such Letter of Credit after giving effect to all increases thereof contemplated
by such Letter of Credit or the Letter of Credit Application therefor, whether
or not such maximum face amount is in effect at such time.


     1.08     Exchange Rates; Currency Equivalents.


     (a)       The Administrative Agent shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit
Extensions and Outstanding Amounts denominated in Alternative Currencies. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies
until the next Revaluation Date to occur. Except for purposes of financial
statements delivered by Credit Parties hereunder, calculating financial
covenants hereunder and as otherwise provided herein, the applicable amount of
any currency for purposes of the Credit Documents shall be such Dollar
Equivalent amount as so determined by the Administrative Agent.


     (b)       Wherever in this Credit Agreement in connection with a Borrowing,
conversion, continuation or prepayment of a Loan, or a Letter of Credit, an
amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Loan or Letter of Credit is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of
such Dollar amount (rounded to the nearest 1,000 units of such Alternative
Currency), as determined by the Administrative Agent.


     1.09     Additional Alternative Currencies.


     BioReliance may from time to time request that Revolving Loans be made in
a currency other than those specifically listed in the definition of
“Alternative Currency”; provided that such requested currency otherwise meets
the requirements set forth in such definition. Any such request shall be made
to the Administrative Agent (which shall promptly notify each Lender holding a
Revolving Commitment thereof) not later than 12:00 noon twelve Business Days
prior to the date of the desired Credit Extension. Each such Lender shall
notify the Administrative Agent, not later than 12:00 noon ten Business Days
after receipt of such request whether it consents, in its sole discretion, to
making Revolving Loans in such requested currency. Any failure by a Lender to
respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender to make Revolving Loans
in


28






 


such requested currency. If all the Lenders holding Revolving Commitments
consent to making Revolving Loans in such requested currency, the
Administrative Agent shall so notify BioReliance and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder.


     1.10 Redenomination of Certain Alternative Currencies.


     (a)       Each obligation of the Borrowers to make a payment denominated in the
national currency unit of any member state of the European Union that adopts
the Euro as its lawful currency after the date hereof shall be redenominated
into Euro at the time of such adoption (in accordance with the EMU
Legislation). If, in relation to the currency of any such member state, the
basis of accrual of interest expressed in this Credit Agreement in respect of
that currency shall be inconsistent with any convention or practice in the
London interbank market for the basis of accrual of interest in respect of the
Euro, such expressed basis shall be replaced by such convention or practice
with effect from the date on which such member state adopts the Euro as its
lawful currency; provided that if any Borrowing in the currency of such member
state is outstanding immediately prior to such date, such replacement shall
take effect, with respect to such Borrowing, at the end of the then current
Interest Period.


     (b)       Each provision of this Credit Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect the adoption of the Euro by any
member state of the European Union and any relevant market conventions or
practices relating to the Euro.


ARTICLE II


THE COMMITMENTS AND CREDIT EXTENSIONS


     2.01     Revolving Loans and Term Loans.


     (a)       Revolving Loans. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make revolving loans (each such loan, a
“Revolving Loan”) to BioReliance in Dollars or in one or more Alternative
Currencies from time to time on any Business Day during the Availability Period
in an aggregate principal amount not to exceed at any time outstanding the
amount of such Lender’s Revolving Commitment, as set forth on Schedule 2.01;
provided, however, that after giving effect to any Borrowing of Revolving
Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate
Revolving Commitments, (ii) the Outstanding Amount of the Revolving Loans of
any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all
L/C Obligations, shall not exceed such Lender’s Revolving Commitment and (iii)
the Outstanding Amount of all Revolving Loans denominated in Alternative
Currencies shall not exceed the Alternative Currency Sublimit. Within the
limits of each Lender’s Revolving Commitment, and subject to the other terms
and conditions hereof, BioReliance may borrow under this Section 2.01(a),
prepay under Section 2.04, and reborrow under this Section 2.01(a). Revolving
Loans may consist of Base Rate Loans or Eurocurrency Loans, as further provided
herein.


     (b)       Term Loans.



		
	 	     (i)     Domestic Term Loan. Subject to the terms and conditions set
forth herein, each Lender severally agrees to make a term loan (the
“Domestic Term Loan”) to BioReliance in Dollars on the Initial Funding
Date in the principal amount of such Lender’s Domestic Term Loan
Commitment, as set forth on Schedule 2.01; provided, however, that after
giving effect to the Borrowing of the Domestic Term Loan, the Outstanding
Amount of the Domestic Term Loan



29






 








		
	 	shall not exceed the Aggregate Domestic Term Loan Commitments.
Amounts repaid on the Domestic Term Loan may not be reborrowed. The
Domestic Term Loan may consist of Base Rate Loans or Eurocurrency Loans,
as further provided herein.
	 
	 	     (ii)     Foreign Term Loan. Subject to the terms and conditions set
forth herein, each Lender severally agrees to make a term loan (the
“Foreign Term Loan”) to the Foreign Borrower in Dollars on the Initial
Funding Date in the principal amount of such Lender’s Foreign Term Loan
Commitment, as set forth on Schedule 2.01; provided, however, that after
giving effect to the Borrowing of the Foreign Term Loan, the Outstanding
Amount of the Foreign Term Loan shall not exceed the Aggregate Foreign
Term Loan Commitments. Amounts repaid on the Foreign Term Loan may not
be reborrowed. The Foreign Term Loan may consist of Base Rate Loans or
Eurocurrency Loans, as further provided herein.



     2.02     Borrowings, Conversions and Continuations of Loans.


     (a)       Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Eurocurrency Loans shall be made upon the applicable
Borrower’s irrevocable notice to the Administrative Agent, which may be given
by telephone. Each such notice must be received by the Administrative Agent
not later than 11:00 a.m. (i) three Business Days prior to the requested date
of any Borrowing of, conversion to or continuation of, Eurocurrency Loans
denominated in Dollars or of any conversion of Eurocurrency Loans denominated
in Dollars to Base Rate Loans, (ii) three Business Days (or five Business Days
in the case of Special Notice Currencies) prior to the requested date of any
Borrowing of, conversion to or continuation of, Eurocurrency Loans denominated
in Alternative Currencies and (iii) on the requested date of any Borrowing of
Base Rate Loans. Each telephonic notice by a Borrower pursuant to this Section
2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a
written Loan Notice, appropriately completed and signed by a Responsible
Officer of the applicable Borrower. Each Borrowing of, conversion to or
continuation of Eurocurrency Loans shall be in a principal amount of $1,000,000
or a whole multiple of $500,000 in excess thereof. Except as provided in
Sections 2.03(d) and 2.04(c), each Borrowing of or conversion to Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof. Each Loan Notice (whether telephonic or written)
shall specify (i) whether the applicable Borrower is requesting a Borrowing, a
conversion of Loans from one Type to the other, or a continuation of
Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the
currency and Type of Loans to be borrowed or to which existing Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with
respect thereto. If the applicable Borrower fails to specify a Type of
Revolving Loan or Domestic Term Loan in a Loan Notice, then such Loan shall be
made as a Base Rate Loan. If the applicable Borrower requests a Borrowing of,
conversion to, or continuation of Eurocurrency Loans in any Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month. If the applicable Borrower fails to give a
timely notice requesting a conversion or continuation of a Eurocurrency Loan,
then such Eurocurrency Loan shall be converted to a Base Rate Loan on the last
day of the Interest Period applicable thereto, provided, however, that in the
case of a failure to timely request a continuation of a Loan denominated in an
Alternative Currency, such Loan shall be continued as a Eurocurrency Loan in
its original currency with an Interest Period of one month. No Loan may be
converted into or continued as a Loan denominated in a different currency, but
instead must be prepaid in the original currency of such Loan and reborrowed in
the other currency.


     (b)       Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the applicable Borrower, the Administrative Agent shall notify


30






 



each Lender of the details of any automatic conversion to Base Rate Loans
or continuation of Loans denominated in an Alternative Currency, in each case
as described in the preceding subsection. In the case of a Borrowing, each
Lender shall make the amount of its Loan available to the Administrative Agent
in Same Day Funds at the Administrative Agent’s Office for the Applicable
Currency not later than 1:00 p.m. in the case of any Loan denominated in
Dollars, and not later than the Applicable Time specified by the Administrative
Agent in the case of any Loan denominated in Alternative Currency, in each case
on the Business Day specified in the applicable Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 5.03 (and, if such Borrowing
is an initial Credit Extension, Sections 5.01 and 5.02), the Administrative
Agent shall make all funds so received available to the applicable Borrower in
like funds as received by the Administrative Agent either by (i) crediting the
account of the applicable Borrower on the books of Bank of America with the
amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the applicable Borrower; provided, however, that if, on
the date of a Borrowing of Revolving Loans, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing shall be applied, first, to
the payment in full of any such L/C Borrowings and second, to BioReliance as
provided above.


     (c)       Except as otherwise provided herein, a Eurocurrency Loan may be
continued or converted only on the last day of the Interest Period for such
Eurocurrency Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurocurrency Loans
without the consent of the Required Lenders, and the Required Lenders may
demand that (i) any or all of the then-outstanding Eurocurrency Loans
denominated in Dollars be converted to Base Rate Loans and (ii) any or all of
the then-outstanding Eurocurrency Loans denominated in an Alternative Currency
be converted to Dollar-denominated Base Rate Loans, in each case on the last
day of the then-current Interest Period with respect thereto.


     (d)       The Administrative Agent shall promptly notify the Borrowers and the
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Loans upon determination of such interest rate. The determination of the
Eurocurrency Rate by the Administrative Agent shall be conclusive in the
absence of manifest error. At any time that Base Rate Loans are outstanding,
the Administrative Agent shall notify BioReliance and the Lenders of any change
in Bank of America’s prime rate used in determining the Base Rate promptly
following the public announcement of such change.


     (e)       After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than five Interest Periods in effect with respect to
Revolving Loans and five Interest Periods in effect with respect to the Term
Loans.


     2.03     Letters of Credit.


     (a)       The Letter of Credit Commitment.



		
	 	     (i)     Subject to the terms and conditions set forth herein, (A) the
L/C Issuer agrees, in reliance upon the agreements of the other Lenders
set forth in this Section 2.03, from time to time on any Business Day
during the period from the Initial Funding Date until the Letter of
Credit Expiration Date, to issue Letters of Credit in Dollars or in an
Alternative Currency for the account of any member of the Consolidated
Group, and to amend or renew Letters of Credit previously issued by it,
in accordance with subsection (b) below, and to honor drafts under the
Letters of Credit; and (B) the Lenders severally agree to participate in
the Letters of Credit; provided that the L/C Issuer shall not be
obligated to make any L/C Credit Extension with respect to any Letter of
Credit, and no Lender shall be obligated to participate in any Letter of
Credit if as of the date



31






 








		
	 	of such L/C Credit Extension, (1) the Total Revolving Outstandings
would exceed the Aggregate Revolving Commitments, (2) the aggregate
Outstanding Amount of the Revolving Loans of any Lender, plus such
Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations,
would exceed such Lender’s Revolving Commitment or (3) the Outstanding
Amount of the L/C Obligations would exceed the Letter of Credit Sublimit.
Within the foregoing limits, and subject to the terms and conditions
hereof, the ability of BioReliance to obtain Letters of Credit shall be
fully revolving, and accordingly BioReliance may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit that have
expired or that have been drawn upon and reimbursed. Existing Letters of
Credit shall be deemed to have been issued hereunder and shall be subject
to and governed by the terms and conditions hereof.
	 
	 	     (ii)     The L/C Issuer shall be under no obligation to issue any
Letter of Credit if:




		
	 	     (A)     any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or
restrain the L/C Issuer from issuing such Letter of Credit, or any
Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of Law) from any Governmental
Authority with jurisdiction over the L/C Issuer shall prohibit, or
request that the L/C Issuer refrain from, the issuance of letters
of credit generally or such Letter of Credit in particular or shall
impose upon the L/C Issuer with respect to such Letter of Credit
any restriction, reserve or capital requirement (for which the L/C
Issuer is not otherwise compensated hereunder) not in effect on the
Closing Date, or shall impose upon the L/C Issuer any unreimbursed
loss, cost or expense that was not applicable on the Closing Date
and that the L/C Issuer in good faith deems material to it;
	 
	 	     (B)     subject to Section 2.03(b)(iii), the expiry date of such
requested Letter of Credit would occur more than twelve months
after the date of issuance or last renewal, unless Lenders holding
in the aggregate more than 50% of the Aggregate Revolving
Commitments have approved such expiry date;
	 
	 	     (C)     the expiry date of such requested Letter of Credit would
occur after the Letter of Credit Expiration Date, unless all
Lenders holding Revolving Commitments have approved such expiry
date;
	 
	 	     (D)     the issuance of such Letter of Credit would violate one or
more policies of the L/C Issuer; or
	 
	 	     (E)     such Letter of Credit is in an initial amount less than
$500,000, or is to be denominated in a currency other than Dollars.




		
	 	     (iii)     The L/C Issuer shall be under no obligation to amend any
Letter of Credit if (A) the L/C Issuer would have no obligation at such
time to issue such Letter of Credit in its amended form under the terms
hereof, or (B) the beneficiary of such Letter of Credit does not accept
the proposed amendment to such Letter of Credit.
	 
	 	     (iv)     The L/C Issuer shall be under no obligation to issue or amend
any Letter of Credit if the L/C Issuer has received written notice from
any Lender, the Administrative Agent or any Credit Party, on or prior to
the Business Day prior to the requested date of issuance or amendment of
such Letter of Credit, that one or more applicable conditions contained
in Section 5.03 (or in the case of any requested issuance or amendment on
or prior to the Initial Funding Date, Section 5.01 or 5.02) shall not
then be satisfied.



32






 







     (b)       Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal Letters of Credit.



		
	 	     (i)     Each Letter of Credit shall be issued or amended, as the case
may be, upon the request of BioReliance delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by a Responsible Officer
of BioReliance. Such Letter of Credit Application must be received by
the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at
least two (2) Business Days (or such later date and time as the L/C
Issuer may agree in a particular instance in its sole discretion) prior
to the proposed issuance date or date of amendment, as the case may be.
In the case of a request for an initial issuance of a Letter of Credit,
such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date
of the requested Letter of Credit (which shall be a Business Day); (B)
the amount thereof; (C) the expiry date thereof; (D) the name and address
of the beneficiary thereof; (E) the documents to be presented by such
beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as the L/C Issuer may reasonably
require. In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form
and detail reasonably satisfactory to the L/C Issuer (A) the Letter of
Credit to be amended; (B) the proposed date of amendment thereof (which
shall be a Business Day); (C) the nature of the proposed amendment; and
(D) such other matters as the L/C Issuer may reasonably require.
	 
	 	     (ii)     Promptly after receipt of any Letter of Credit Application, the
L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter
of Credit Application from BioReliance and, if not, the L/C Issuer will
provide the Administrative Agent with a copy thereof. Upon receipt by
the L/C Issuer of confirmation from the Administrative Agent that the
requested issuance or amendment is permitted in accordance with the terms
hereof, then, subject to the terms and conditions hereof, the L/C Issuer
shall, on the requested date, issue a Letter of Credit for the account of
BioReliance or enter into the applicable amendment, as the case may be,
in each case in accordance with the L/C Issuer’s usual and customary
business practices. Immediately upon the issuance of each Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product
of such Lender’s Pro Rata Share with respect to the Aggregate Revolving
Commitments times the amount of such Letter of Credit.
	 
	 	     (iii)     If BioReliance so requests in any applicable Letter of Credit
Application, the L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic renewal provisions
(each, an “Auto-Renewal Letter of Credit”); provided that any such
Auto-Renewal Letter of Credit must permit the L/C Issuer to prevent any
such renewal at least once in each twelve-month period (commencing with
the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day (the “Nonrenewal Notice
Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C
Issuer, BioReliance shall not be required to make a specific request to
the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of
Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the L/C Issuer to permit the renewal of such Letter
of Credit at any time to an expiry date not later than the Letter of
Credit Expiration Date; provided, however, that the L/C Issuer shall not
permit any such renewal if (A) the L/C Issuer has determined that it
would have no obligation at such time to issue such Letter of Credit in
its renewed form under the terms hereof (by reason of the provisions of



33






 








		
	 	Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which
may be by telephone or in writing) on or prior to the day that is two
Business Days before the Nonrenewal Notice Date (1) from the
Administrative Agent that more than 50% of the Lenders holding Revolving
Commitments have elected not to permit such renewal or (2) from the
Administrative Agent, any Lender or BioReliance that one or more of the
applicable conditions specified in Section 5.03 is not then satisfied.
	 
	 	     (iv)     Promptly after its delivery of any Letter of Credit or any
amendment to a Letter of Credit to an advising bank with respect thereto
or to the beneficiary thereof, the L/C Issuer will also deliver to
BioReliance and the Administrative Agent a true and complete copy of such
Letter of Credit or amendment.



     (c)       Drawings and Reimbursements; Funding of Participations.



		
	 	     (i)     Upon receipt from the beneficiary of any Letter of Credit of any
notice of drawing under such Letter of Credit, the L/C Issuer shall
notify BioReliance and the Administrative Agent thereof. Not later than
11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
Credit (each such date, an “Honor Date”), BioReliance shall reimburse the
L/C Issuer through the Administrative Agent in an amount equal to the
amount of such drawing in Dollars. If BioReliance fails to so reimburse
the L/C Issuer by such time, the Administrative Agent shall promptly
notify each applicable Lender of the Honor Date, the amount of the
unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such
Lender’s Pro Rata Share thereof. In such event, BioReliance shall be
deemed to have requested a Borrowing of Base Rate Loans to be disbursed
on the Honor Date in an amount equal to the Unreimbursed Amount, without
regard to the minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Revolving Commitments and the
conditions set forth in Section 5.03 (other than the delivery of a Loan
Notice). Any notice given by the L/C Issuer or the Administrative Agent
pursuant to this Section 2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.




		
	 	     (ii)     Each Lender (including the Lender acting as L/C Issuer) holding
a Revolving Commitment shall upon any notice pursuant to Section
2.03(c)(i) make funds available to the Administrative Agent for the
account of the L/C Issuer at the Administrative Agent’s Office for
payments in Dollars in an amount equal to its Pro Rata Share of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day
specified in such notice by the Administrative Agent, whereupon, subject
to the provisions of Section 2.03(c)(iii), each Lender that so makes
funds available shall be deemed to have made a Revolving Loan that is a
Base Rate Loan to BioReliance in such amount. The Administrative Agent
shall remit the funds so received to the L/C Issuer.
	 
	 	     (iii)     With respect to any Unreimbursed Amount that is not fully
refinanced by a Borrowing of Base Rate Loans because the conditions set
forth in Section 5.03 cannot be satisfied or for any other reason,
BioReliance shall be deemed to have incurred from the L/C Issuer an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the Default Rate. In
such event, each Lender’s payment to the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.



34






 








		
	 	     (iv)     Until each applicable Lender funds its Revolving Loan or L/C
Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for
any amount drawn under any Letter of Credit, interest in respect of such
Lender’s Pro Rata Share of such amount shall be solely for the account of
the L/C Issuer.




		
	 	     (v)     The obligation of each Lender holding a Revolving Commitment to
make Revolving Loans or L/C Advances to reimburse the L/C Issuer for
amounts drawn under Letters of Credit, as contemplated by this Section
2.03(c), shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any set-off, counterclaim, recoupment,
defense or other right that such Lender may have against the L/C Issuer,
BioReliance or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing;
provided, however, that each such Lender’s obligation to make Revolving
Loans pursuant to this Section 2.03(c) is subject to the conditions set
forth in Section 5.03 (other than delivery by BioReliance of a Loan
Notice). No such making of an L/C Advance shall relieve or otherwise
impair the obligation of BioReliance to reimburse the L/C Issuer for the
amount of any payment made by the L/C Issuer under any Letter of Credit,
together with interest as provided herein.




		
	 	     (vi)     If any Lender holding a Revolving Commitment fails to make
available to the Administrative Agent for the account of the L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender
(acting through the Administrative Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to
the date on which such payment is immediately available to the L/C Issuer
at a rate per annum equal to the Federal Funds Rate from time to time in
effect. A certificate of the L/C Issuer submitted to any Lender (through
the Administrative Agent) with respect to any amounts owing under this
clause (vi) shall be conclusive absent manifest error.



     (d)       Repayment of Participations.



		
	 	     (i)     At any time after the L/C Issuer has made a payment under any
Letter of Credit and has received from any applicable Lender such
Lender’s L/C Advance in respect of such payment in accordance with
Section 2.03(c), if the Administrative Agent receives for the account of
the L/C Issuer any payment in respect of the related Unreimbursed Amount
or interest thereon (whether directly from BioReliance or otherwise,
including proceeds of Cash Collateral applied thereto by the
Administrative Agent), the Administrative Agent will distribute to such
Lender its Pro Rata Share thereof (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such
Lender’s L/C Advance was outstanding) in the same funds as those received
by the Administrative Agent.




		
	 	     (ii)     If any payment received by the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to
be returned under any of the circumstances described in Section 11.06
(including pursuant to any settlement entered into by the L/C Issuer in
its discretion), each Lender holding a Revolving Commitment shall pay to
the Administrative Agent for the account of the L/C Issuer its Pro Rata
Share thereof on demand of the Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned
by such Lender, at a rate per annum equal to the Federal Funds Rate from
time to time in effect.



35






 







     (e)       Obligations Absolute. The obligation of BioReliance to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Credit Agreement under all
circumstances, including the following:



		
	 	     (i)     any lack of validity or enforceability of such Letter of Credit,
this Credit Agreement, any other Credit Document or any other agreement
or instrument relating thereto;
	 
	 	     (ii)     the existence of any claim, counterclaim, set-off, defense or
other right that BioReliance may have at any time against any beneficiary
or any transferee of such Letter of Credit (or any Person for whom any
such beneficiary or any such transferee may be acting), the L/C Issuer or
any other Person, whether in connection with this Credit Agreement, the
transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction;
	 
	 	     (iii)     any draft, demand, certificate or other document presented
under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under such
Letter of Credit;
	 
	 	     (iv)     any payment by the L/C Issuer under such Letter of Credit
against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by
the L/C Issuer under such Letter of Credit to any Person purporting to be
a trustee in bankruptcy, debtor-in-possession, assignee for the benefit
of creditors, liquidator, receiver or other representative of or
successor to any beneficiary or any transferee of such Letter of Credit,
including any arising in connection with any proceeding under any Debtor
Relief Law; or
	 
	 	     (v)     any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of,
BioReliance.



     BioReliance shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the instructions of BioReliance or other irregularity,
BioReliance will immediately notify the L/C Issuer. BioReliance shall be
conclusively deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.


     (f)       Role of L/C Issuer. Each Lender and BioReliance agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the requisite Lenders; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter
of Credit or Letter of Credit Application. BioReliance hereby assumes all
risks of the acts or omissions of any beneficiary or transferee with respect to
its use of any Letter of Credit; provided, however, that this assumption is not
intended to, and shall not, preclude the pursuit by BioReliance of such rights
and remedies as it may have against the beneficiary or transferee at law or
under any other


36






 


agreement. None of the L/C Issuer, any Agent-Related Person, nor any of
the respective correspondents, participants or assignees of the L/C Issuer,
shall be liable or responsible for any of the matters described in clauses (i)
through (v) of Section 2.03(e); provided, however, that anything in such
clauses to the contrary notwithstanding, BioReliance may have a claim against
the L/C Issuer, and the L/C Issuer may be liable to BioReliance, to the extent,
but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by BioReliance that BioReliance proves were caused
by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s
willful failure to pay under any Letter of Credit after the presentation to it
by the beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the L/C Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, that may prove to be invalid or ineffective for any reason.


     (g)       Cash Collateral. Upon the request of the Administrative Agent, (i) if
the L/C Issuer has honored any full or partial drawing request under any Letter
of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the Letter of Credit Expiration Date, any Letter of Credit may for any reason
remain outstanding and partially or wholly undrawn, BioReliance shall
immediately Cash Collateralize the then-Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may be). For purposes hereof, “Cash Collateralize” means to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of the L/C Issuer
and the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the L/C Issuer (which documents
are hereby consented to by the Lenders). Derivatives of such term have
corresponding meanings. BioReliance hereby grants to the Administrative Agent,
for the benefit of the L/C Issuer and the Lenders holding Revolving Commitments
(or if such Commitments have been terminated, Total Revolving Outstandings), a
security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing. Cash collateral shall be maintained in
blocked, interest-bearing deposit accounts at Bank of America.


     (h)       Applicability of ISP98. Unless otherwise expressly agreed by the L/C
Issuer and BioReliance when a Letter of Credit is issued, the rules of the
“International Standby Practices 1998” published by the Institute of
International Banking Law & Practice (or such later version thereof as may be
in effect at the time of issuance) shall apply to each Letter of Credit.


     (i)       Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.


     2.04     Prepayments.


     (a)       Voluntary Prepayments of Revolving Loans and Term Loans. The
Borrowers may, upon notice from the applicable Borrower to the Administrative
Agent, at any time or from time to time voluntarily prepay the Loans in whole
or in part without premium or penalty; provided that (i) such notice must be
received by the Administrative Agent not later than 11:00 a.m. (A) three
Business Days prior to any date of prepayment of Eurocurrency Loans denominated
in Dollars, (B) three Business Days (or five Business Days in the case of
Eurocurrency Loans denominated in Special Notice Currencies) prior to any date
of prepayment of Eurocurrency Loans denominated in Alternative Currencies, and
(C) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of
Eurocurrency Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $500,000 in excess thereof (or, if less, the entire principal


37






 


amount thereof then outstanding); (iii) any prepayment of Base Rate Loans
shall be in a principal amount of $500,000 or a whole multiple of $100,000 in
excess thereof (or, if less, the entire principal amount thereof then
outstanding) and (iv) any prepayment of the Term Loans shall be applied pro
rata to the Domestic Term Loan and the Foreign Term Loan (and the amount of any
such prepayment to the Domestic Term Loan shall be made by BioReliance), in
each case to the remaining principal amortization payments of such Term Loan in
inverse order of maturity. Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans to be prepaid. The Administrative
Agent will promptly notify each applicable Lender of its receipt of each such
notice, and of the amount of such Lender’s Pro Rata Share of such prepayment.
If such notice is given by either Borrower, such Borrower (or Borrowers, as
applicable) shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment
of a Eurocurrency Loan shall be accompanied by all accrued interest thereon,
together with any additional amounts required pursuant to Section 3.05. Each
such prepayment shall be applied to the Loans of the Lenders in accordance with
their respective Pro Rata Shares of such Loans.


     (b)       Mandatory Prepayments of Loans.



		
	 	     (i)     Revolving Commitments.




		
	 	     (A)     If for any reason (including exchange rate fluctuations)
the Total Revolving Outstandings at any time exceed the Aggregate
Revolving Commitments then in effect, BioReliance shall immediately
prepay Revolving Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess; provided,
however, that BioReliance shall not be required to Cash
Collateralize the L/C Obligations pursuant to this Section
2.04(b)(i) unless after the prepayment in full of the Revolving
Loans the Total Revolving Outstandings exceed the Aggregate
Revolving Commitments then in effect.
	 
	 	     (B)     If for any reason (including exchange rate fluctuations)
the Outstanding Amount of all Revolving Loans denominated in
Alternative Currencies at such time exceeds the Alternative
Currency Sublimit, BioReliance shall immediately prepay such Loans
in an aggregate amount equal to such excess.




		
	 	     (ii)     Dispositions and Involuntary Dispositions. BioReliance shall
prepay the Revolving Loans and the Domestic Term Loan and Cash
Collateralize the L/C Obligations, and the Foreign Borrower shall prepay
the Foreign Term Loan, in each case as hereafter provided, in an
aggregate amount equal to 100% of the Net Cash Proceeds of all
Dispositions (other than intercompany transfers permitted under Section
8.05) and Involuntary Dispositions to the extent such Net Cash Proceeds
exceed $200,000 in the aggregate in any fiscal year and are not
reinvested (or subject to a binding agreement for such reinvestment) in
the same or similar Property within 180 days of the date of such
Disposition. Such prepayment shall be due immediately upon the
expiration of such 180-day period.




		
	 	     (iii)     Excess Cash Flow. Within ninety days after the end of each
fiscal year, BioReliance shall prepay the Revolving Loans and the
Domestic Term Loan and Cash Collateralize the L/C Obligations, and the
Foreign Borrower shall prepay the Foreign Term Loan, in each case as
hereafter provided, in an aggregate amount equal to 50% of Excess Cash
Flow for such fiscal year.
	 
	 	     (iv)     Debt Issuances. Immediately upon receipt by the Borrowers or
any Subsidiary of the Net Cash Proceeds of any Debt Issuance, BioReliance
shall prepay the Revolving Loans and



38






 








		
	 	the Domestic Term Loan and Cash Collateralize the L/C Obligations,
and the Foreign Borrower shall prepay the Foreign Term Loan, in each case
as hereafter provided, in an aggregate amount equal to 100% of such Net
Cash Proceeds.




		
	 	     (v)     Equity Transactions. Immediately upon the receipt by the
Borrowers or any Subsidiary of the Net Cash Proceeds of any Equity
Transaction, BioReliance shall prepay the Revolving Loans and the
Domestic Term Loan and Cash Collateralize the L/C Obligations, and the
Foreign Borrower shall prepay the Foreign Term Loan, in each case as
hereafter provided, in an aggregate amount equal to 50% of such Net Cash
Proceeds.



     (c)       Application of Mandatory Prepayments. All amounts required to be paid
pursuant to Section 2.04(b) shall be applied as follows:



		
	 	     (i)     with respect to all amounts to be prepaid by BioReliance
pursuant to Section 2.04(b)(i)(A), to Revolving Loans and (after all
Revolving Loans have been repaid) to Cash Collateralize L/C Obligations;




		
	 	     (ii)     with respect to all amounts to be prepaid by BioReliance
pursuant to Section 2.04(b)(i)(B), to Revolving Loans denominated in
Alternative Currencies; and
	 
	 	     (iii)     with respect to all amounts to be prepaid pursuant to Section
2.04(b)(ii), (iii), (iv), and (v), first, pro rata to the Term Loans (in
each case to the remaining principal amortization payments in inverse
order of maturity) and then, after repayment in full of the Term Loans,
to Total Revolving Outstandings (first to the Revolving Loans and then to
Cash Collateralize L/C Obligations); provided (A) the portion of such
prepayment to be applied to the Revolving Loans, the Domestic Term Loan
and Cash Collateralization of the L/C Obligations shall be prepaid by
BioReliance, and the portion of such prepayment to be applied to the
Foreign Term Loan shall be prepaid by the Foreign Borrower and (B) any
prepayments required to be made to a Loan pursuant to Section
2.04(b)(ii), (iii), (iv), and (v) shall be made at the end of the
Interest Period with respect to such Loan during which such prepayment
becomes due.



     Within the parameters of the applications set forth above, prepayments
shall be applied first to Base Rate Loans and then to Eurocurrency Loans in
direct order of Interest Period maturities. All prepayments under this Section
2.04(c) shall be subject to Section 3.05, but otherwise without premium or
penalty, and shall be accompanied by interest on the principal amount prepaid
through the date of prepayment.


     2.05     Termination or Reduction of Commitments.


     (a)       Optional Reductions. BioReliance may, upon notice to the
Administrative Agent, terminate or from time to time permanently reduce the
Aggregate Revolving Commitments to an amount not less than the Total Revolving
Outstandings; provided in each case that (i) any such notice shall be received
by the Administrative Agent not later than 12:00 noon two Business Days prior
to the date of termination or reduction, (ii) any such partial reduction shall
be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in
excess thereof and (iii) if, after giving effect to any reduction of the
Aggregate Revolving Commitments, the Letter of Credit Sublimit or the
Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving
Commitments, such sublimit shall be automatically reduced by the amount of such
excess. The Administrative Agent will promptly notify the Lenders of any such
notice of termination or reduction of the Aggregate Revolving Commitments. Any
reduction of the Aggregate Revolving Commitments shall be applied to the
Revolving Commitment of each Lender according to its Pro Rata Share. All fees
accrued with respect thereto until the effective date of any


39






 


termination of the Aggregate Revolving Commitments shall be paid on the
effective date of such termination.


     (b)       Mandatory Reductions. Unless the Initial Funding Date shall have
occurred on or prior to October 3, 2003, the Revolving Commitment, the Domestic
Term Loan Commitment and the Foreign Term Loan Commitment of each Lender shall
automatically terminate on such date.


     2.06     Repayment of Loans.


     (a)       Revolving Loans. The Borrowers shall repay to the Lenders on the
Revolving Loan Maturity Date the aggregate principal amount of all Revolving
Loans outstanding on such date.


     (b)       Term Loans.



		
	 	     (i)     BioReliance shall repay the outstanding principal amount of the
Domestic Term Loan in installments on the dates and in the amounts set
forth in the table below (as such installments may hereafter be adjusted
as a result of prepayments made pursuant to Section 2.04), unless
accelerated sooner pursuant to Section 9.02:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	Principal Amortization	 	 	 	 	 	Principal Amortization
	Payment Dates	 	Payment	 	Payment Dates	 	Payment
	


	December 31, 2003
	 	$	1,750,000.00	 	 	June 30, 2006	 	$	1,750,000.00	 
	March 31, 2004
	 	$	1,750,000.00	 	 	September 30, 2006	 	$	1,750,000.00	 
	June 30, 2004
	 	$	1,750,000.00	 	 	December 31, 2006	 	$	1,750,000.00	 
	September 30, 2004
	 	$	1,750,000.00	 	 	March 31, 2007	 	$	1,750,000.00	 
	December 31, 2004
	 	$	1,750,000.00	 	 	June 30, 2007	 	$	1,750,000.00	 
	March 31, 2005
	 	$	1,750,000.00	 	 	September 30, 2007	 	$	1,750,000.00	 
	June 30, 2005
	 	$	1,750,000.00	 	 	December 31, 2007	 	$	1,750,000.00	 
	September 30, 2005
	 	$	1,750,000.00	 	 	March 31, 2008	 	$	1,750,000.00	 
	December 31, 2005
	 	$	1,750,000.00	 	 	June 30, 2008	 	$	1,750,000.00	 
	March 31, 2006
	 	$	1,750,000.00	 	 	Term Loan Maturity Date	 	Outstanding Amount of the Domestic Term Loan
	






		
	 	     (ii)     The Foreign Borrower shall repay the outstanding principal
amount of the Foreign Term Loan in installments on the dates and in the
amounts set forth in the table below (as such installments may hereafter
be adjusted as a result of prepayments made pursuant to Section 2.04),
unless accelerated sooner pursuant to Section 9.02:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	Principal Amortization	 	 	 	 	 	Principal Amortization
	Payment Dates	 	Payment	 	Payment Dates	 	Payment
	


	December 31, 2003
	 	$	500,000.00	 	 	June 30, 2006	 	$	500,000.00	 
	March 31, 2004
	 	$	500,000.00	 	 	September 30, 2006	 	$	500,000.00	 
	June 30, 2004
	 	$	500,000.00	 	 	December 31, 2006	 	$	500,000.00	 
	September 30, 2004
	 	$	500,000.00	 	 	March 31, 2007	 	$	500,000.00	 
	December 31, 2004
	 	$	500,000.00	 	 	June 30, 2007	 	$	500,000.00	 
	March 31, 2005
	 	$	500,000.00	 	 	September 30, 2007	 	$	500,000.00	 
	June 30, 2005
	 	$	500,000.00	 	 	December 31, 2007	 	$	500,000.00	 
	September 30, 2005
	 	$	500,000.00	 	 	March 31, 2008	 	$	500,000.00	 
	December 31, 2005
	 	$	500,000.00	 	 	June 30, 2008	 	$	500,000.00	 
	March 31, 2006
	 	$	500,000.00	 	 	Term Loan Maturity Date	 	Outstanding Amount of the Foreign Term Loan
	





40






 



     2.07     Interest.


     (a)       Subject to the provisions of subsection (b) below, (i) each
Eurocurrency Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the sum of (A)
the Eurocurrency Rate for such Interest Period plus (B) the Applicable Rate
plus (C) for any Interest Period with respect to any Eurocurrency Loan advanced
by a Lender required to comply with the relevant requirements of the Bank of
England and the Financial Services Authority of the United Kingdom, the
Mandatory Cost Rate for such Interest Period; and (ii) each Base Rate Loan
shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate.


     (b)       Upon the occurrence and during the continuation of an Event of
Default, the Borrowers shall pay interest on the principal amount of all
outstanding Obligations at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


     (c)       Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.


     2.08     Fees.


     (a)       Commitment Fees.



		
	 	     (i)     BioReliance
shall pay to the Administrative Agent for the
account of each Lender holding a Revolving Commitment, in accordance with
its Pro Rata Share, a commitment fee equal to the product of (A) the
Applicable Rate times (B) the actual daily amount by which the Aggregate
Revolving Commitments exceed the sum of (1) the Outstanding Amount of
Revolving Loans plus (2) the Outstanding Amount of L/C Obligations. Such
commitment fee shall accrue at all times from the Closing Date through
the Revolving Loan Maturity Date, including at any time during which one
or more of the conditions in Article V is not met, and shall be due and
payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to
occur after the Closing Date, and on the Revolving Loan Maturity Date.
Such commitment fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual
daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate
was in effect.
	 
	 	     (ii)     BioReliance shall pay to the Administrative Agent for the
account of each Lender holding a Domestic Term Loan Commitment, in
accordance with its Pro Rata Share, a commitment fee equal to the product
of (A) the Applicable Rate times (B) the actual daily amount by which the
Aggregate Domestic Term Loan Commitments exceed the Outstanding Amount of
the Domestic Term Loan. Such commitment fee shall accrue at all times
from the Closing Date through the Initial Funding Date, including at any
time during which one or more of the conditions in Article V is not met,
and shall be due and payable in arrears on the earlier of (1) the Initial
Funding Date and (2) the date of termination of the Domestic Term Loan
Commitments.



41






 








		
	 	     (iii)     The Foreign Borrower shall pay to the Administrative Agent for
the account of each Lender holding a Foreign Term Loan Commitment, in
accordance with its Pro Rata Share, a commitment fee equal to the product
of (A) the Applicable Rate times (B) the actual daily amount by which the
Aggregate Foreign Term Loan Commitments exceed the Outstanding Amount of
the Foreign Term Loan. Such commitment fee shall accrue at all times
from the Closing Date through the Initial Funding Date, including at any
time during which one or more of the conditions in Article V is not met,
and shall be due and payable in arrears on the earlier of (1) the Initial
Funding Date and (2) the date of termination of the Foreign Term Loan
Commitments.



     (b)       Letter of Credit Fees. BioReliance shall pay to the Administrative
Agent for the account of each Lender holding Revolving Commitments (or if such
Commitments have been terminated, Total Revolving Outstandings) in accordance
with its Pro Rata Share a Letter of Credit fee for each Letter of Credit equal
to the Applicable Rate times the daily maximum amount available to be drawn
under such Letter of Credit (provided that such maximum amount shall reflect
any permanent reductions, but not any temporary reductions, then in effect
under such Letter of Credit). Such Letter of Credit fees shall be computed on
a quarterly basis in arrears. Such Letter of Credit fees shall be due and
payable on the first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after the issuance
of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. If there is any change in the Applicable Rate during any
quarter, the daily maximum amount of each Letter of Credit shall be computed
and multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect.


     (c)       Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. BioReliance shall pay directly to the L/C Issuer for its own account a
fronting fee in an amount equal to 1/8 of 1% per annum on the daily maximum
amount available to be drawn under each Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit), due and payable
quarterly in arrears on the Business Day immediately following the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, and on
the Letter of Credit Expiration Date. In addition, BioReliance shall pay
directly to the L/C Issuer for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time
in effect. Such customary fees and standard costs and charges are due and
payable on demand and are nonrefundable.


     (d)       Fee Letter. The Borrowers shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter. Such fees shall be fully earned when
paid and shall be non-refundable for any reason whatsoever.


     2.09     Computation of Interest and Fees.


     All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America’s “prime rate” shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All
other computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year) or, in
the case of interest in respect of Loans denominated in Alternative Currencies
as to which market practice differs from the foregoing, in accordance with such
market practice. Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.11(a),
bear interest for one day.


42






 


     2.10     Evidence of Debt.


     (a)       The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained
by the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the
Borrowers and the interest and payments thereon. Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrowers hereunder to pay any amount owing with respect to
the Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the
request of any Lender made through the Administrative Agent, the applicable
Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a promissory note, which shall evidence such Lender’s Loans in addition
to such accounts or records. Each such promissory note shall (i) in the case
of Revolving Loans (a “Revolving Note”), be in the form of Exhibit B-1 and (ii)
in the case of the Domestic Term Loan (a “Domestic Term Note”) and the Foreign
Term Loan (a “Foreign Term Note”), be in the form of Exhibit B-2. Each Lender
may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect
thereto.


     (b)       In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error.


     2.11     Payments Generally.


     (a)       All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein and except with respect to
principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
Administrative Agent’s Office in Dollars and in Same Day Funds not later than
2:00 p.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Borrowers hereunder with respect to principal of
and interest on Loans denominated in an Alternative Currency shall be made to
the Administrative Agent, for the account of the respective Lenders to which
such payment is owed, at the Administrative Agent’s Office in such Alternative
Currency and in Same Day Funds not later than the Applicable Time specified by
the Administrative Agent on the dates specified herein. The Administrative
Agent will promptly distribute to each Lender its Pro Rata Share (or other
applicable share as provided herein) of such payment in like funds as received
by wire transfer to such Lender’s Lending Office. All payments received by the
Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars,
or (ii) after the Applicable Time specified by the Administrative Agent in the
case of payments in an Alternative Currency, shall in each case be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.


     (b)       Subject to the definition of “Interest Period,” if any payment to be
made by the Borrowers shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.


43






 


     (c)       If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be applied (i) first,
toward costs and expenses (including Attorney Costs and amounts payable under
Article III) incurred by the Administrative Agent and each Lender, (ii) second,
toward repayment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (iii) third, toward repayment of principal and
L/C Borrowings then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of principal and L/C Borrowings then due to such
parties.


     (d)       Unless any Borrower or Lender has notified the Administrative Agent,
prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that such Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that
such Borrower or such Lender, as the case may be, has timely made such payment
and may (but shall not be so required to), in reliance thereon, make available
a corresponding amount to the Person entitled thereto. If and to the extent
that such payment was not in fact made to the Administrative Agent in Same Day
Funds, then:



		
	 	     (i)     if either Borrower failed to make such payment, each Lender
shall forthwith on demand repay to the Administrative Agent the portion
of such assumed payment that was made available to such Lender in Same
Day Funds, together with interest thereon in respect of each day from and
including the date such amount was made available by the Administrative
Agent to such Lender to the date such amount is repaid to the
Administrative Agent in Same Day Funds at the applicable Overnight Rate
from time to time in effect; and
	 
	 	     (ii)     if any Lender failed to make such payment, such Lender shall
forthwith on demand pay to the Administrative Agent the amount thereof in
Same Day Funds, together with interest thereon for the period from the
date such amount was made available by the Administrative Agent to the
applicable Borrower to the date such amount is recovered by the
Administrative Agent (the “Compensation Period”) at a rate per annum
equal to the applicable Overnight Rate from time to time in effect. If
such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender’s Loan included in the applicable
Borrowing. If such Lender does not pay such amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent may make
a demand therefor upon the applicable Borrower, and the applicable
Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to
the rate of interest applicable to the applicable Borrowing. Nothing
herein shall be deemed to relieve any Lender from its obligation to
fulfill its Commitment or to prejudice any rights that the Administrative
Agent or the Borrowers may have against any Lender as a result of any
default by such Lender hereunder.



A notice of the Administrative Agent to any Lender or Borrower with respect to
any amount owing under this subsection (d) shall be conclusive, absent manifest
error.


     (e)       If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and such funds are not made available to the applicable
Borrower by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article V are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without
interest.


44






 


     (f)       The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit are several and not joint. The failure of
any Lender to make any Loan or to fund any such participation on any date
required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan or purchase its participation.


     (g)       Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.


     2.12     Sharing of Payments.


     If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Loans made by it, or the participations in L/C
Obligations held by it, any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) in excess of its ratable
share (or other share contemplated hereunder) thereof, such Lender shall
immediately (a) notify the Administrative Agent of such fact, and (b) purchase
from the other Lenders such participations in the Loans made by them and/or
such subparticipations in the participations in L/C Obligations held by them,
as the case may be, as shall be necessary to cause such purchasing Lender to
share the excess payment in respect of such Loans or such participations, as
the case may be, with each of them according to their Pro Rata Share; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender under any of the circumstances described
in Section 11.06 (including pursuant to any settlement entered into by the
purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender’s ratable share (according to the proportion of (i) the amount of such
paying Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon. Subject to Section 11.07, the Borrowers agree that any
Lender so purchasing a participation from another Lender may, to the fullest
extent permitted by Law, exercise all its rights of payment (including the
right of set-off, but subject to Section 11.09) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrowers in the amount of such participation. The Administrative Agent will
keep records (which shall be conclusive and binding in the absence of manifest
error) of participations purchased under this Section and will in each case
notify the Lenders following any such purchases or repayments. Each Lender
that purchases a participation pursuant to this Section shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Credit Agreement with respect to the
portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.


ARTICLE III


TAXES, YIELD PROTECTION AND ILLEGALITY


     3.01     Taxes.


     (a)       Any and all payments by any Credit Party to or for the account of the
Administrative Agent or any Lender under any Credit Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of
the Administrative Agent and each Lender, taxes imposed on or measured by its
overall net income, and franchise taxes


45






 


imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the Laws of which the Administrative Agent
or such Lender, as the case may be, is organized or maintains a lending office
(all such non-excluded taxes, duties, levies, imposts, deductions, assessments,
fees, withholdings or similar charges, and liabilities being hereinafter
referred to as “Taxes”). If any Credit Party shall be required by any Laws to
deduct any Taxes from or in respect of any sum payable under any Credit
Document to the Administrative Agent or any Lender, (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
Section), each of the Administrative Agent and such Lender receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
such Credit Party shall make such deductions, (iii) such Credit Party shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable Laws, and (iv) within thirty days after the date
of such payment, such Credit Party shall furnish to the Administrative Agent
(which shall forward the same to such Lender) the original or a certified copy
of a receipt evidencing payment thereof.


     (b)       In addition, each Borrower agrees to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies that arise from any payment made by such Borrower
under any Credit Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Credit
Document (hereinafter referred to as “Other Taxes”).


     (c)       If a Borrower shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable by such Borrower under any Credit
Document to the Administrative Agent or any Lender, such Borrower shall also
pay to the Administrative Agent or to such Lender, as the case may be, such
additional amount that the Administrative Agent or such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) that the Administrative
Agent or such Lender would have received if such Taxes or Other Taxes had not
been imposed.


     (d)       Subject to Section 11.15, each Borrower agrees to indemnify the
Administrative Agent and each Lender for (i) the full amount of Taxes and Other
Taxes (including any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section) paid by the Administrative
Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any
liability (including additions to tax, penalties, interest and expenses, but
excluding any such liability to the extent determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of the party seeking indemnity therefor)
arising therefrom or with respect thereto, in each case whether or not such
Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. Payment under this subsection (d) shall be
made within thirty days after the date the Lender or the Administrative Agent
makes a demand therefor accompanied by evidence of such amounts paid or
payable.


     3.02     Illegality.


     If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurocurrency Loans in the
Applicable Currency, or to determine or charge interest rates based upon the
Eurocurrency Rate for the Applicable Currency, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase
or sell, or to take deposits of, any Applicable Currency in the applicable
interbank market, then, on notice thereof by such Lender to the Borrowers
through the Administrative Agent, any obligation of such Lender to make or
continue Eurocurrency Loans in the Applicable Currency or to convert Base Rate
Loans to Eurocurrency Loans in the Applicable Currency shall be suspended until
such Lender notifies the Administrative Agent and the Borrowers that


46






 


the circumstances giving rise to such determination no longer exist. The
Borrowers shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, and such Eurocurrency Loans
are denominated in Dollars, convert all Eurocurrency Loans of such Lender to
Base Rate Loans, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurocurrency Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Loans. Upon any such prepayment or conversion, the Borrowers
shall also pay accrued interest on the amount so prepaid or converted. Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.


     3.03     Inability to Determine Rates.


     (a)       If the Administrative Agent or the Required Lenders determine, for any
reason, in connection with any request for a Eurocurrency Loan or a conversion
to or continuation thereof that (i) deposits in the Applicable Currency are not
being offered to banks in the applicable offshore interbank market for such
currency for the applicable amount and Interest Period of such Eurocurrency
Loan, (ii) adequate and reasonable means do not exist for determining the
Eurocurrency Base Rate for such Eurocurrency Loan, or (iii) the Eurocurrency
Rate for such Eurocurrency Loan does not adequately and fairly reflect the cost
to the Lenders of funding such Eurocurrency Loan, the Administrative Agent will
promptly notify the Borrowers and all Lenders. Thereafter, the obligation of
the Lenders to make or maintain Eurocurrency Loans in the Applicable Currency
shall be suspended until the Administrative Agent revokes such notice. Upon
receipt of such notice, the Borrowers may revoke any pending request for a
Borrowing, conversion or continuation of Eurocurrency Loans or, failing that,
will be deemed to have converted such request into a request for a Borrowing of
Base Rate Loans in the amount specified therein.


     (b)       If the Mandatory Cost Reference Lender’s Commitment shall terminate
(otherwise than on termination of the Aggregate Revolving Commitments), or for
any reason whatsoever the Mandatory Cost Reference Lender shall cease to be a
Lender hereunder, the Mandatory Cost Reference Lender shall thereupon cease to
be the Mandatory Cost Reference Lender, and, when necessary, the Mandatory Cost
Rate shall be determined on the basis of the rates as determined by the
Administrative Agent in accordance with Schedule 2.07.


     3.04     Increased Cost and Reduced Return; Capital Adequacy.


     (a)       If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender’s compliance
therewith, there shall be any increase in the cost to such Lender of agreeing
to make or making, funding or maintaining Eurocurrency Loans or (as the case
may be) issuing or participating in Letters of Credit, or a reduction in the
amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements utilized, as to Eurocurrency Loans, in the determination of the
Eurocurrency Rate), then from time to time upon demand of such Lender (with a
copy of such demand to the Administrative Agent), the Borrowers shall pay to
such Lender such additional amounts as will compensate such Lender for such
increased cost or reduction.


     (b)       If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office)


47






 


therewith, has the effect of reducing the rate of return on the capital of
such Lender or any corporation controlling such Lender as a consequence of such
Lender’s obligations hereunder (taking into consideration its policies with
respect to capital adequacy and such Lender’s desired return on capital), then
from time to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrowers shall pay to such Lender such additional
amounts as will compensate such Lender for such reduction.


     3.05     Funding Losses.


     Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Borrowers shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result
of:



		
	 	     (a)     any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic,
by reason of acceleration, or otherwise);
	 
	 	     (b)     any failure by the Borrowers (for a reason other than the
failure of such Lender to make a Loan) to prepay, borrow, continue or
convert any Loan other than a Base Rate Loan on the date or in the amount
notified by the Borrowers; or
	 
	 	     (c)     any failure by the Borrowers to make payment of any Loan
denominated in an Alternative Currency on its scheduled due date or any
payment thereof in a different currency;



including any foreign exchange losses and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained, but excluding any loss of anticipated profits. The Borrowers shall
also pay any customary administrative fees charged by such Lender in connection
with the foregoing.


     For purposes of calculating amounts payable by the Borrowers to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded
each Eurocurrency Loan made by it at the Eurocurrency Base Rate used in
determining the Eurocurrency Rate for such Loan by a matching deposit or other
borrowing in the applicable offshore interbank market for such currency for a
comparable amount and for a comparable period, whether or not such Eurocurrency
Loan was in fact so funded.


     3.06     Matters Applicable to all Requests for Compensation.


     (a)       A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.


     (b)       The Borrowers shall not be required to reimburse any Lender for any
costs or expenses pursuant to Article III unless such Lender notifies the
Borrowers of such costs or expenses within 180 days following the date on which
such costs or expenses are paid by the Lender.


     3.07     Survival.


     All of the Borrowers’ obligations under this Article III shall survive
termination of the Aggregate Revolving Commitments and repayment of all other
Obligations hereunder.


48






 


ARTICLE IV


GUARANTY


     4.01     The Guaranty.


     (a)       Each of the Domestic Guarantors hereby jointly and severally
guarantees to each Lender, each Affiliate of a Lender that enters into a Swap
Contract with a Credit Party, the Administrative Agent and the Security Trustee
as hereinafter provided, as primary obligor and not as surety, the prompt
payment of the Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) strictly in accordance with the terms thereof. The Domestic
Guarantors hereby further agree that if any of the Obligations are not paid in
full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the Domestic
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever (other than as otherwise expressly required
pursuant to the Credit Documents), and that in the case of any extension of
time of payment or renewal of any of the Obligations, the same will be promptly
paid in full when due (whether at extended maturity, as a mandatory prepayment,
by acceleration, as a mandatory cash collateralization or otherwise) in
accordance with the terms of such extension or renewal.


     (b)       Each of the Foreign Guarantors hereby jointly and severally guarantees
to each Lender, the Administrative Agent and the Security Trustee as
hereinafter provided, as primary obligor and not as surety, the prompt payment
of the Foreign Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) strictly in accordance with the terms thereof. Each of the Foreign
Guarantors hereby further agrees that if any of such obligations are not paid
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the Foreign
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever (other than as otherwise expressly required
pursuant to the Credit Documents), and that in the case of any extension of
time of payment or renewal of any of such obligations, the same will be
promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) in accordance with the terms of such extension or renewal.


     (c)       BioReliance hereby guarantees to each Lender, the Administrative Agent
and the Security Trustee as hereinafter provided, as primary obligor and not as
surety, the prompt payment of the Foreign Obligations in full when due (whether
at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise) strictly in accordance with the terms
thereof. BioReliance hereby further agrees that if any of such obligations are
not paid in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), BioReliance will promptly pay the same, without any demand or
notice whatsoever (other than as otherwise expressly required pursuant to the
Credit Documents), and that in the case of any extension of time of payment or
renewal of any of such obligations, the same will be promptly paid in full when
due (whether at extended maturity, as a mandatory prepayment, by acceleration,
as a mandatory cash collateralization or otherwise) in accordance with the
terms of such extension or renewal.


     (d)       Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Swap Contracts, the obligations of each
Guarantor (in its capacity as such) under this Credit Agreement and the other
Credit Documents shall be limited to an aggregate amount equal to the largest
amount that would not render such obligations subject to avoidance under the
Debtor Relief Laws or any comparable provisions of any applicable Law.


49






 


     4.02     Obligations Unconditional.


     (a)       The obligations of the Domestic Guarantors under Section 4.01 are
joint and several, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Credit
Documents or Swap Contracts, or any other agreement or instrument referred to
therein, or any substitution, release, impairment or exchange of any other
guarantee of or security for any of the Obligations, and, to the fullest extent
permitted by applicable Law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 4.02 that the
obligations of the Domestic Guarantors hereunder shall be absolute and
unconditional under any and all circumstances. Each Domestic Guarantor agrees
that such Guarantor shall have no right of subrogation, indemnity,
reimbursement or contribution against the Borrowers or any other Guarantor for
amounts paid under this Article IV until such time as the Obligations have been
paid in full and the Commitments have expired or terminated.


     (b)       The obligations of the Foreign Guarantors under Section 4.01 are joint
and several, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Credit
Documents, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Foreign Obligations, and, to the fullest extent
permitted by applicable Law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 4.02 that the
obligations of the Foreign Guarantors hereunder shall be absolute and
unconditional under any and all circumstances. Each of the Foreign Guarantors
agrees that such Guarantor shall have no right of subrogation, indemnity,
reimbursement or contribution against the Foreign Borrower or any other
Guarantor for amounts paid under this Article IV until such time as the
Obligations have been paid in full and the Commitments have expired or
terminated.


     (c)       The obligations of BioReliance under Section 4.01 are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Credit Documents, or any other agreement or
instrument referred to therein, or any substitution, release, impairment or
exchange of any other guarantee of or security for any of the Foreign
Obligations, and, to the fullest extent permitted by applicable Law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 4.02 that the obligations of BioReliance
hereunder shall be absolute and unconditional under any and all circumstances.
BioReliance agrees that it shall have no right of subrogation, indemnity,
reimbursement or contribution against the Foreign Borrower or any other
Guarantor for amounts paid under this Article IV until such time as the
Obligations have been paid in full and the Commitments have expired or
terminated.


     (d)       Without limiting the generality of the foregoing subsections (a), (b)
and (c), it is agreed that, to the fullest extent permitted by Law, the
occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder, which shall remain absolute and
unconditional as described above:



		
	 	     (i)     at any time or from time to time, without notice to any
Guarantor, the time for any performance of or compliance with any of the
Obligations shall be extended, or such performance or compliance shall be
waived;
	 
	 	     (ii)     any of the acts mentioned in any of the provisions of any of
the Credit Documents, any Swap Contract between any Credit Party and any
Lender, or any Affiliate of a Lender, or any other agreement or
instrument referred to in the Credit Documents or such Swap Contracts
shall be done or omitted;



50






 








		
	 	     (iii)     the maturity of any of the Obligations shall be accelerated,
or any of the Obligations shall be modified, supplemented or amended in
any respect, or any right under any of the Credit Documents, any Swap
Contract between any Credit Party and any Lender, or any Affiliate of a
Lender, or any other agreement or instrument referred to in the Credit
Documents or such Swap Contracts shall be waived or any other guarantee
of any of the Obligations or any security therefor shall be released,
impaired or exchanged in whole or in part or otherwise dealt with;




		
	 	     (iv)     any Lien granted to, or in favor of, the Administrative Agent,
the Security Trustee or any Lender or Lenders as security for any of the
Obligations shall fail to attach or be perfected; or
	 
	 	     (v)     any of the Obligations shall be determined to be void or
voidable (including for the benefit of any creditor of any Guarantor) or
shall be subordinated to the claims of any Person (including any creditor
of any Guarantor).



     (e)       With respect to its obligations hereunder, each Guarantor hereby
expressly waives diligence, presentment, demand of payment, protest and all
notices (other than as otherwise expressly required pursuant to the Credit
Documents) whatsoever, and any requirement that the Administrative Agent, the
Security Trustee or any Lender exhaust any right, power or remedy or proceed
against any Person under any of the Credit Documents, any Swap Contract between
any Credit Party and any Lender, or any Affiliate of a Lender, or any other
agreement or instrument referred to in the Credit Documents or such Swap
Contracts, or against any other Person under any other guarantee of, or
security for, any of the Obligations.


     4.03     Reinstatement.


     (a)       The obligations of each Domestic Guarantor under this Article IV shall
be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of any Person in respect of the Obligations is
rescinded or must be otherwise restored by any holder of any of the
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Domestic Guarantor agrees that it will
indemnify the Administrative Agent, the Security Trustee and each Lender on
demand for all reasonable costs and expenses (including Attorney Costs)
incurred by the Administrative Agent, the Security Trustee or such Lender in
connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar Law.


     (b)       The obligations of each Foreign Guarantor under this Article IV shall
be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of any Person in respect of the Foreign Obligations is
rescinded or must be otherwise restored by any holder of any of the Foreign
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each of the Foreign Guarantors agrees that it
will indemnify the Administrative Agent, the Security Trustee and each Lender
on demand for all reasonable costs and expenses (including Attorney Costs)
incurred by the Administrative Agent, the Security Trustee or such Lender in
connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar Law.


     (c)       The obligations of BioReliance under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Foreign Obligations is
rescinded or must be otherwise restored by any holder of any of the Foreign
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and BioReliance agrees that it will indemnify the
Administrative Agent, the Security Trustee and each Lender on demand for all


51






 


reasonable costs and expenses (including Attorney Costs) incurred by the
Administrative Agent, the Security Trustee or such Lender in connection with
such rescission or restoration, including any such costs and expenses incurred
in defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar Law.


     4.04     Certain Additional Waivers.


     Each Guarantor agrees that such Guarantor shall have no right of recourse
to security for the Obligations, except through the exercise of rights of
subrogation pursuant to Section 4.02 and through the exercise of rights of
contribution pursuant to Section 4.06.


     4.05     Remedies.


     (a)       The Domestic Guarantors agree that, to the fullest extent permitted by
Law, as between the Domestic Guarantors, on the one hand, and the
Administrative Agent, the Security Trustee and the Lenders, on the other hand,
the Obligations may be declared to be forthwith due and payable as provided in
Section 9.02 (and shall be deemed to have become automatically due and payable
in the circumstances provided in said Section 9.02) for purposes of Section
4.01 notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing the Obligations from becoming automatically due and
payable) as against any other Person and that, in the event of such declaration
(or the Obligations being deemed to have become automatically due and payable),
the Obligations (whether or not due and payable by any other Person) shall
forthwith become due and payable by the Domestic Guarantors for purposes of
Section 4.01. The Domestic Guarantors acknowledge and agree that their
obligations hereunder are secured in accordance with the terms of the
Collateral Documents and that the Lenders may exercise their remedies
thereunder in accordance with the terms thereof.


     (b)       Each of the Foreign Guarantors agrees that, to the fullest extent
permitted by Law, as between the Foreign Guarantors, on the one hand, and the
Administrative Agent, the Security Trustee and the Lenders, on the other hand,
the Foreign Obligations may be declared to be forthwith due and payable as
provided in Section 9.02 (and shall be deemed to have become automatically due
and payable in the circumstances provided in said Section 9.02) for purposes of
Section 4.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or preventing the Foreign Obligations from
becoming automatically due and payable) as against any other Person and that,
in the event of such declaration (or the Foreign Obligations being deemed to
have become automatically due and payable), the Foreign Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable
by the Foreign Guarantors for purposes of Section 4.01. Each of the Foreign
Guarantors acknowledges and agrees that its obligations hereunder are secured
in accordance with the terms of the Collateral Documents and that the Lenders
may exercise their remedies thereunder in accordance with the terms thereof.


     (c)       BioReliance agrees that, to the fullest extent permitted by Law, as
between BioReliance, on the one hand, and the Administrative Agent, the
Security Trustee and the Lenders, on the other hand, the Foreign Obligations
may be declared to be forthwith due and payable as provided in Section 9.02
(and shall be deemed to have become automatically due and payable in the
circumstances provided in said Section 9.02) for purposes of Section 4.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing the Foreign Obligations from becoming automatically
due and payable) as against any other Person and that, in the event of such
declaration (or the Foreign Obligations being deemed to have become
automatically due and payable), the Foreign Obligations (whether or not due and
payable by any other Person) shall forthwith become due and payable by
BioReliance for purposes of Section 4.01. BioReliance acknowledges and agrees
that its obligations hereunder are secured in accordance with the


52






 


terms of the Collateral Documents and that the Lenders may exercise their
remedies thereunder in accordance with the terms thereof.


     4.06     Rights of Contribution.


     (a)       The Domestic Guarantors hereby agree as among themselves that, if any
Domestic Guarantor shall make a Domestic Excess Payment (as defined below),
such Guarantor shall have a right of contribution from each other Domestic
Guarantor in an amount equal to such other Guarantor’s Domestic Contribution
Share (as defined below) of such Domestic Excess Payment. The payment
obligations of any Domestic Guarantor under this Section 4.06 shall be
subordinate and subject in right of payment to the Obligations until such time
as the Obligations have been paid in full and the Commitments have expired or
terminated, and none of the Domestic Guarantors shall exercise any right or
remedy under this Section 4.06 against any other Credit Party until such
Obligations have been paid in full and the Commitments have expired or
terminated. For purposes of this Section 4.06, (a) “Domestic Excess Payment”
shall mean the amount paid by any Domestic Guarantor in excess of its Domestic
Ratable Share of any Domestic Guaranteed Obligations; (b) “Domestic Ratable
Share” shall mean, for any Domestic Guarantor in respect of any payment of
Obligations, the ratio (expressed as a percentage) as of the date of such
payment of Domestic Guaranteed Obligations of (i) the amount by which the
aggregate present fair salable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including
contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of such Guarantor hereunder) to (ii) the amount by
which the aggregate present fair salable value of all assets and other
properties of all of the Credit Parties that are obligated for such Obligations
exceeds the amount of all of the debts and liabilities (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of such Credit Parties hereunder) of such Credit Parties; provided,
however, that, for purposes of calculating the Domestic Ratable Shares of the
Domestic Guarantors in respect of any payment of Obligations, any Domestic
Guarantor that became a Domestic Guarantor subsequent to the date of any such
payment shall be deemed to have been a Domestic Guarantor on the date of such
payment and the financial information for such Guarantor as of the date such
Guarantor became a Domestic Guarantor shall be utilized for such Guarantor in
connection with such payment; (c) “Domestic Contribution Share” shall mean, for
any Domestic Guarantor in respect of any Domestic Excess Payment made by any
other Guarantor, the ratio (expressed as a percentage) as of the date of such
Domestic Excess Payment of (i) the amount by which the aggregate present fair
salable value of all of its assets and properties exceeds the amount of all
debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair
salable value of all assets and other properties of the Credit Parties that are
obligated for such Obligations (other than the maker of such Domestic Excess
Payment) exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of such Credit Parties) of such Credit Parties (other
than the maker of such Domestic Excess Payment); provided, however, that, for
purposes of calculating the Domestic Contribution Shares of the Domestic
Guarantors in respect of any Domestic Excess Payment, any Domestic Guarantor
that became a Domestic Guarantor subsequent to the date of any such Domestic
Excess Payment shall be deemed to have been a Domestic Guarantor on the date of
such Domestic Excess Payment and the financial information for such Guarantor
as of the date such Guarantor became a Domestic Guarantor shall be utilized for
such Guarantor in connection with such Domestic Excess Payment; and (d)
“Domestic Guaranteed Obligations” shall mean the Obligations guaranteed by the
Domestic Guarantors pursuant to this Article IV. This Section 4.06 shall not
be deemed to affect any right of subrogation, indemnity, reimbursement or
contribution that any Domestic Guarantor may have under Law against any other
Credit Party in respect of any payment of Domestic Guaranteed Obligations.
Notwithstanding the foregoing, all rights of contribution against any Domestic
Guarantor shall terminate from and after such time, if ever, that such
Guarantor shall be relieved of its obligations in accordance with Section
10.11.


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     (b)       Each of the Foreign Guarantors hereby agrees as among themselves that,
if any Foreign Guarantor shall make a Foreign Excess Payment (as defined
below), such Guarantor shall have a right of contribution from each other
Guarantor in an amount equal to such other Guarantor’s Foreign Contribution
Share (as defined below) of such Foreign Excess Payment. The payment
obligations of any Foreign Guarantor under this Section 4.06 shall be
subordinate and subject in right of payment to the Obligations until such time
as the Obligations have been paid in full and the Commitments have expired or
terminated, and none of the Foreign Guarantors shall exercise any right or
remedy under this Section 4.06 gainst any other Credit Party until such
Obligations have been paid in full and the Commitments have expired or
terminated. For purposes of this Section 4.06, (a) “Foreign Excess Payment”
shall mean the amount paid by any of the Foreign Guarantors in excess of its
Foreign Ratable Share of any Foreign Guaranteed Obligations; (b) “Foreign
Ratable Share” shall mean, for any of the Foreign Guarantors in respect of any
payment of Foreign Obligations, the ratio (expressed as a percentage) as of the
date of such payment of Foreign Guaranteed Obligations of (i) the amount by
which the aggregate present fair salable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor (in its capacity as such)
hereunder) to (ii) the amount by which the aggregate present fair salable value
of all assets and other properties of all of the Credit Parties that are
obligated for such Foreign Obligations exceeds the amount of all of the debts
and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of such Credit Parties
hereunder) of such Credit Parties; provided, however, that, for purposes of
calculating the Foreign Ratable Shares of the Foreign Guarantors in respect of
any payment of Foreign Obligations, any Foreign Guarantor that became a Foreign
Guarantor subsequent to the date of any such payment shall be deemed to have
been a Foreign Guarantor on the date of such payment and the financial
information for such Guarantor as of the date such Guarantor became a Foreign
Guarantor shall be utilized for such Guarantor in connection with such payment;
(c) “Foreign Contribution Share” shall mean, for any of the Foreign Guarantors
in respect of any Foreign Excess Payment made by any other of the Foreign
Guarantors, the ratio (expressed as a percentage) as of the date of such
Foreign Excess Payment of (i) the amount by which the aggregate present fair
salable value of all of its assets and properties exceeds the amount of all
debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor (in its capacity as such) hereunder) to (ii) the amount by which the
aggregate present fair salable value of all assets and other properties of the
Credit Parties that are obligated for such Obligations (other than the maker of
such Foreign Excess Payment) exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of such Credit Parties) of such
Credit Parties (other than the maker of such Foreign Excess Payment); provided,
however, that, for purposes of calculating the Foreign Contribution Shares of
the Foreign Guarantors in respect of any Foreign Excess Payment, any Foreign
Guarantor that became a Foreign Guarantor subsequent to the date of any such
Foreign Excess Payment shall be deemed to have been a Foreign Guarantor on the
date of such Foreign Excess Payment and the financial information for such
Guarantor as of the date such Guarantor became a Foreign Guarantor shall be
utilized for such Guarantor in connection with such Foreign Excess Payment; and
(d) “Foreign Guaranteed Obligations” shall mean the Foreign Obligations
guaranteed by the Guarantors pursuant to this Article IV. This Section 4.06
shall not be deemed to affect any right of subrogation, indemnity,
reimbursement or contribution that any of the Foreign Guarantors may have under
Law against any other Credit Party in respect of any payment of Foreign
Guaranteed Obligations. Notwithstanding the foregoing, all rights of
contribution against any of the Foreign Guarantors shall terminate from and
after such time, if ever, that such Guarantor shall be relieved of its
obligations in accordance with Section 10.11.


     (c)       BioReliance hereby agrees that, if it shall make a Foreign Excess
Payment (as defined below), it shall have a right of contribution from each
other Guarantor in an amount equal to such other Guarantor’s Foreign
Contribution Share (as defined below) of such Foreign Excess Payment. The
payment obligations of BioReliance under this Section 4.06 shall be subordinate
and subject in right of payment to the Obligations until such time as the
Obligations have been paid in full and the Commitments have expired or


54






 


terminated, and BioReliance shall not exercise any right or remedy under
this Section 4.06 against any other Credit Party until such Obligations have
been paid in full and the Commitments have expired or terminated. For purposes
of this Section 4.06, (a) “Foreign Excess Payment” shall mean the amount paid
by BioReliance in excess of its Foreign Ratable Share of any Foreign Guaranteed
Obligations; (b) “Foreign Ratable Share” shall mean, for BioReliance in respect
of any payment of Foreign Obligations, the ratio (expressed as a percentage) as
of the date of such payment of Foreign Guaranteed Obligations of (i) the amount
by which the aggregate present fair salable value of all of its assets and
properties exceeds the amount of all debts and liabilities of BioReliance
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of BioReliance (in its capacity as a Guarantor of
the Foreign Obligations) hereunder) to (ii) the amount by which the aggregate
present fair salable value of all assets and other properties of all of the
Credit Parties that are obligated for such Foreign Obligations exceeds the
amount of all of the debts and liabilities (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Credit Parties hereunder) of such Credit Parties; (c) “Foreign Contribution
Share” shall mean, for BioReliance in respect of any Foreign Excess Payment
made by any other Guarantor, the ratio (expressed as a percentage) as of the
date of such Foreign Excess Payment of (i) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of BioReliance (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of BioReliance (in its capacity as a Guarantor of the Foreign
Obligations) hereunder) to (ii) the amount by which the aggregate present fair
salable value of all assets and other properties of the Credit Parties that are
obligated for such Obligations (other than the maker of such Foreign Excess
Payment) exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of such Credit Parties) of such Credit Parties (other
than the maker of such Foreign Excess Payment); and (d) “Foreign Guaranteed
Obligations” shall mean the Foreign Obligations guaranteed by the Guarantors
pursuant to this Article IV. This Section 4.06 shall not be deemed to affect
any right of subrogation, indemnity, reimbursement or contribution that
BioReliance may have under Law against any other Credit Party in respect of any
payment of Foreign Guaranteed Obligations.


     4.07     Guarantee of Payment; Continuing Guarantee.


     (a)       The guarantee given by the Domestic Guarantors in this Article IV is a
guaranty of payment and not of collection, is a continuing guarantee, and shall
apply to all Obligations whenever arising.


     (b)       The guarantee given by the Foreign Guarantors in this Article IV is a
guaranty of payment and not of collection, is a continuing guarantee, and shall
apply to all Foreign Obligations whenever arising.


     (c)       The guarantee given by BioReliance in this Article IV is a guaranty of
payment and not of collection, is a continuing guarantee, and shall apply to
all Foreign Obligations whenever arising.


     4.08     Limitation on Guaranties of German Credit Parties.


     To the extent that any Guaranty under this Article IV is granted by a
Guarantor incorporated in Germany as a limited liability company
(GmbH) (each a
“German Guarantor”) and secures Indebtedness other than the Indebtedness of
such German Guarantor or its subsidiaries (each, a “German Guaranty”):



		
	 	     (a)     The right to enforce the German Guaranty shall be limited to the
amount of such German Guarantor’s net
assets(Nettovermögen), i.e., its
total assets less its liabilities (including liability reserves
(Rückstellungen)) (the “Net Assets”) less the amount of its stated share
capital (Stammkapital).



55






 








		
	 	     (b)     The value of the Net Assets shall be determined in accordance
with the principles for ordinary bookkeeping and the preparation of
balance sheets as consistently applied by such German Guarantor in
preparing its unconsolidated balance sheets (Jahresabschluss gem. § 42
GmbH-Act, §§ 242, 264 HGB) in prior years, save that any amounts due and
payable under such German Guaranty corresponding to funds that have been
borrowed under the Credit Agreement and have been on-lent to such German
Guarantor, shall be disregarded to the extent that any such amount is
still outstanding.




		
	 	     (c)     Upon enforcement of such German Guaranty against any German
Guarantor, the Security Trustee shall issue a payment request to such
German Guarantor stating the amount that the Security Trustee demands
from such German Guarantor under such German Guaranty (the “Payment
Request”).
	 
	 	     (d)     Within a period of twenty days after receipt of a Payment
Request (the “Period”) such German Guarantor may issue to the Security
Trustee a notification that the amount stated in such Payment Request
exceeds the amount that the Security Trustee may enforce pursuant to
Section 4.08(a) (the “Notification”). Upon receipt of the Notification,
the Security Trustee shall interrupt any enforcement measures against
such German Guarantor.
	 
	 	     (e)     If any German Guarantor has issued a Notification to the
Security Trustee, such German Guarantor shall, within the Period, (i)
submit to the Security Trustee a balance sheet prepared pursuant to the
principles set forth in Section 4.08(b) setting forth the value of the
Net Assets and (ii) if the value of the Net Assets is greater than the
stated share capital (Stammkapital), pay to the Security Trustee an
amount equal to the Net Assets (as set forth in the balance sheet) less
the stated share capital (Stammkapital) of such German Guarantor.
	 
	 	     (f)     If such balance sheet has not been made available within the
Period, or in case of the opening of insolvency proceedings in relation
to such German Guarantor, the Security Trustee (i) may enforce such
German Guaranty without any limit and (ii) shall repay the proceeds
arising from such enforcement to such German Guarantor to the extent such
German Guarantor is able to demonstrate (by submitting a balance sheet as
described in Section 4.08(e)) (A) that the enforcement of such German
Guaranty had the effect of reducing the value of such German Guarantor’s
Net Assets to an amount less than its stated share capital
(Stammkapital)
or (B) if at the time of the enforcement action the Net Assets already
had a value lower than such German Guarantor’s stated share capital
(Stammkapital), that the enforcement of such German Guaranty had the
effect of reducing the value of such German Guarantor’s Net Assets even
further.
	 
	 	     (g)     In case only a limited enforcement of such German Guaranty is
possible, such German Guarantor shall realize any and all of its assets
that are shown in its balance sheet with a book value (Buchwert) that is
significantly lower than the market value of the assets if such assets
are not necessary for such German Guarantor’s business (nicht
betriebsnotwendig).
	 
	 	     (h)     In respect of each German Guarantor, each Credit Party agrees
that it will not, without the prior consent of the Security Trustee (such
consent not to be unreasonably withheld or delayed), increase the stated
share capital (Stammkapital) of such German Guarantor by way of a capital
increase (Kapitalerhöhung) or grant any shareholder loans to such German
Guarantor, but shall pay any such funds into the capital reserves
(Kapitalrücklage, § 266 paragraph 3 A.II.HGB) of such German Guarantor.



56






 







ARTICLE V


CONDITIONS PRECEDENT


     5.01     Conditions Precedent to Closing.


     The effectiveness of this Credit Agreement as of the Closing Date is
subject to satisfaction of the following conditions precedent, each in form and
substance reasonably acceptable to the Administrative Agent and the Lenders:



		
	 	     (a)     Credit Agreement. Receipt by the Administrative Agent of
counterparts of this Credit Agreement (excluding the Schedules set forth
in Section 5.02(p)) duly executed (i) by a Responsible Officer of
BioReliance, the Foreign Borrower and each of the Guarantors identified
on the signature pages hereof, (ii) by the L/C Issuer and (iii) by each
Lender.
	 
	 	     (b)     No Material Adverse Change. Since December 31, 2002, there
shall not have occurred a material adverse change in the business,
assets, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of (i) the Consolidated Group taken
as a whole or (ii) the Foreign Credit Parties taken as a whole.
	 
	 	     (c)     Litigation. There shall not exist any action, suit,
investigation or proceeding pending or threatened in writing in any court
or before an arbitrator or Governmental Authority that would reasonably
be expected (i) to have a Material Adverse Effect, (ii) to materially and
adversely affect the Foreign Borrower and its Subsidiaries taken as a
whole or (iii) to materially and adversely affect the Transaction, the
Credit Documents or any of the transactions (including performance of the
obligations) contemplated thereunder.
	 
	 	     (d)     Consents. All governmental, shareholder and third party
consents and approvals necessary or desirable in any material respect in
connection with the execution and delivery of the Credit Agreement shall
have been obtained; all such consents and approvals shall be in force and
effect; and all applicable waiting periods shall have expired without any
action being taken by any authority that would be reasonably likely to
restrain, prevent or impose any material adverse condition on the
execution and delivery of the Credit Agreement, or that would be
reasonably likely to materially threaten the foregoing, and no Law or
regulation shall be applicable that would be reasonably likely to result
in a Material Adverse Effect.
	 
	 	     (e)     Judgments. There shall not exist any order, decree, judgment,
ruling or injunction that restrains the consummation of (i) the
Transaction in the manner contemplated by the Transaction Documents, (ii)
any of the Credit Documents or (iii) the transactions (including
performance of the obligations) contemplated hereunder.
	 
	 	     (f)     Closing Certificate. Receipt by the Administrative Agent of a
certificate signed by a Responsible Officer of BioReliance certifying
that the conditions specified in Sections 5.01(b), (c), (d) and (e) have
been satisfied.
	 
	 	     (g)     Fees. Receipt by the Administrative Agent of any fees required
to be paid on or prior to the Closing Date.



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     5.02     Conditions Precedent to the Initial Credit Extensions.


     The obligation of each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent, in
each case in form and substance reasonably acceptable to the Administrative
Agent and the Lenders:



		
	 	     (a)     Joinder Agreements. Receipt by the Administrative Agent of duly
executed counterparts of the Joinder Agreements of (i) BUKH joining such
Person as a Domestic Guarantor, (ii) BUKS joining such Person as a
Foreign Guarantor, (iii) Q-One, Satron, and each other Subsidiary of the
Foreign Borrower (other than Quip Technology) joining each such Person as
a Foreign Guarantor and (iv) Q-One Biotech, Inc., joining such Person as
a Domestic Guarantor.
	 
	 	     (b)     Other Credit Documents. Receipt by the Administrative Agent of
a duly executed counterparts of each of the Notes, the Domestic Security
Agreement, each Foreign Security Agreement, the Domestic Pledge
Agreement, each Foreign Pledge Agreement, the Glasgow Mortgage, and each
other document required to be delivered as of the Initial Funding Date in
connection with any of the foregoing (provided each such document or
agreement governed by Scottish law shall be an executed original rather
than executed original counterparts).
	 
	 	     (c)     Opinions of Counsel. Receipt by the Administrative Agent of
favorable opinions of counsel to BioReliance and the Domestic Guarantors,
and of counsel to the Foreign Borrower and the Foreign Guarantors, and,
with respect to enforceability of the Credit Documents against the
Foreign Credit Parties, of foreign counsel to the Administrative Agent,
in each case addressed to the Administrative Agent and each Lender, dated
as of the Initial Funding Date, and in form and substance reasonably
satisfactory to the Administrative Agent.
	 
	 	     (d)     Organization Documents, Resolutions, Etc. Receipt by the
Administrative Agent of the following, each of which shall be originals
or facsimiles (followed promptly by originals), in form and substance
reasonably satisfactory to the Administrative Agent and its legal
counsel:




		
	 	     (i)     copies of the Organization Documents of each Credit Party
certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state or other
jurisdiction of its incorporation or organization, where
applicable, and certified by a secretary or assistant secretary of
such Credit Party to be true and complete as of the Closing Date;
	 
	 	     (ii)     such certificates of resolutions or other action,
incumbency certificates and/or other certificates of Responsible
Officers of each Credit Party as the Administrative Agent may
reasonably require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Credit Agreement and
the other Credit Documents to which such Credit Party is a party;
and
	 
	 	     (iii)     such documents and certifications as the Administrative
Agent may reasonably require to evidence that each Credit Party is
duly organized or formed, and is validly existing, in good standing
(if applicable) and qualified to engage in business in its state of
organization or formation, the state of its principal place of
business and each other jurisdiction where its ownership, lease or
operation of properties or the conduct of



58






 








		
	 	its business requires such qualification, except to the extent
that failure to do so would not reasonably be expected to have a
Material Adverse Effect.




		
	 	     (e)     Financial Statements. The Administrative Agent shall have
received:




		
	 	     (i)     consolidated and consolidating financial statements of the
Consolidated Group for the fiscal years ended December 31, 2000,
2001 and 2002, including balance sheets and income and cash flow
statements, prepared in conformity with GAAP and in the case of the
consolidated financial statements audited by independent public
accountants of recognized national standing (the “BioReliance
Financial Statements”);
	 
	 	     (ii)     consolidated and consolidating financial statements of
Q-One and its Subsidiaries for the fiscal years ended March 31,
2001, 2002 and 2003, including balance sheets and income and cash
flow statements, prepared in conformity with UK GAAP and in the
case of the consolidated financial statements audited by
independent public accountants of recognized standing reasonably
acceptable to the Administrative Agent (the “Q-One Financial
Statements”);
	 
	 	     (iii)     financial statements of Satron for the fiscal years
ended September 30, 2001 and 2002, including balance sheets,
prepared in conformity with UK GAAP (the “Satron Financial
Statements”);
	 
	 	     (iv)     a pro forma balance sheet of the Consolidated Group after
giving effect to the Transaction, reflecting estimated purchase
price accounting adjustments and such other information relating to
the Transaction as the Administrative Agent may request, including
a GAAP conversion into pro forma financials (the “Pro Forma Balance
Sheet”).




		
	 	     (f)     No Material Adverse Change. There shall not have occurred a
material adverse change in the business, assets, liabilities (actual or
contingent), operations, condition (financial or otherwise) or prospects,
(i) since December 31, 2002, of the Consolidated Group (other than Q-One,
Satron and their respective Subsidiaries) taken as a whole or of the
Foreign Borrower and its Subsidiaries (other than Q-One, Satron and their
respective Subsidiaries) taken as a whole, and (ii) since March 31, 2003,
of the Consolidated Group (including Q-One, Satron and their respective
Subsidiaries) taken as a whole or the Foreign Borrower and its
Subsidiaries (including Q-One, Satron and their respective Subsidiaries)
taken as a whole.




		
	 	     (g)     Litigation. There shall not exist any action, suit,
investigation or proceeding pending or threatened in writing in any court
or before an arbitrator or Governmental Authority that would reasonably
be expected (i) to have a Material Adverse Effect, (ii) to materially and
adversely affect the Foreign Borrower and its Subsidiaries taken as a
whole or (iii) to materially and adversely affect the Transaction, the
Credit Documents or any of the transactions (including performance of the
obligations) contemplated thereunder.
	 
	 	     (h)     Consummation of Transaction. The Administrative Agent shall
have received evidence that all conditions precedent to consummation of
the Transaction (other than the initial funding under this Credit
Agreement) shall have been satisfied in compliance with applicable Law
and regulatory approvals and pursuant to the Transaction Documents.
	 
	 	     (i)     Transaction Documents. The Administrative Agent shall have
received true and complete certified copies of the Purchase Agreement and
the other material Transaction



59






 








		
	 	Documents, together with all amendments, modifications, supplements
and waivers, and such other information relating to the Transaction as
the Administrative Agent may reasonably request.




		
	 	     (j)     Consents. All governmental, shareholder and third party
consents and approvals necessary or desirable in any material respect in
connection with the Transaction, the Credit Documents and the
transactions contemplated hereunder shall have been obtained; all such
consents and approvals shall be in force and effect; and all applicable
waiting periods shall have expired without any action being taken by any
authority that would be reasonably likely to restrain, prevent or impose
any material adverse condition on the Transaction, the Credit Documents
and the transactions contemplated hereunder, or that would be reasonably
likely to materially threaten any of the foregoing, and no Law or
regulation shall be applicable that would be reasonably likely to result
in a Material Adverse Effect.




		
	 	     (k)     Judgments. There shall not exist any order, decree, judgment,
ruling or injunction that restrains the consummation of (i) the
Transaction in the manner contemplated by the Transaction Documents, (ii)
any of the Credit Documents or (iii) the transactions (including
performance of the obligations) contemplated hereunder.
	 
	 	     (l)     Perfection and Priority of Liens. Receipt by the Administrative
Agent of the following:




		
	 	     (i)     appropriate lien searches with respect to each Credit
Party, copies of such search results and evidence that no Liens
exist other than Permitted Liens;
	 
	 	     (ii)     searches of ownership of, and Liens on, intellectual
property of each Credit Party in the appropriate governmental
offices;
	 
	 	     (iii)     UCC financing statements for each jurisdiction as is
necessary or appropriate, in the Administrative Agent’s reasonable
discretion, to perfect the security interests in the Collateral;
	 
	 	     (iv)     all certificates evidencing any certificated Capital
Stock pledged to the Administrative Agent or the Security Trustee
pursuant to the Domestic Pledge Agreement or any Foreign Pledge
Agreement required to be delivered on the Initial Funding Date,
together with duly executed in blank, undated stock powers attached
thereto (unless such stock powers are deemed unnecessary by the
Administrative Agent in its reasonable discretion under the Law of
the jurisdiction of incorporation of such Person);
	 
	 	     (v)     with respect to the Foreign Borrower, a certified copy of
the register of shareholders for such Person (A) evidencing that
the Security Trustee has been registered as holder of the issued
share capital of such Person as required under Section 7.13
pursuant to the applicable Foreign Pledge Agreement and (B)
identifying the registered holders of all of the issued share
capital of such Person immediately prior to such registry of the
Security Trustee;
	 
	 	     (vi)     with respect to each Foreign Security Agreement executed
by the Foreign Borrower, a Form 410 duly completed and executed in
respect thereof; and



60






 








		
	 	     (vii)     duly executed notices of grant of security interest as
are necessary, in the Administrative Agent’s reasonable discretion,
to perfect the Administrative Agent’s security interest in the
intellectual property of the Credit Parties.




		
	 	     (m)     Evidence of Insurance. Receipt by the Administrative Agent of
copies of insurance policies or certificates of insurance of the
Consolidated Group (other than the Foreign Credit Parties and their
Subsidiaries) evidencing liability, flood hazard and casualty insurance
meeting the requirements set forth in the Credit Documents, including
naming the Administrative Agent as additional insured (in the case of
liability insurance) or loss payee (in the case of flood hazard and
casualty insurance) on behalf of the Lenders.
	 
	 	     (n)     Termination of Existing Indebtedness and Liens. Receipt by the
Administrative Agent of evidence that (i) the existing Indebtedness
pursuant to that certain Loan Agreement dated as of December 17, 1993
among BioReliance, certain Domestic Subsidiaries of BioReliance and
NationsBank, N.A. (now known as Bank of America, N.A.) as agent, as
amended, restated, replaced and supplemented from time to time and (ii)
all Liens (other than Permitted Liens) securing obligations in connection
with such Indebtedness have been (or concurrently with the Initial
Funding Date are being) released.
	 
	 	     (o)     Financial Statements. Receipt by the Administrative Agent of a
certificate signed by a Responsible Officer of BioReliance certifying
that:




		
	 	     (i)     the BioReliance Financial Statements (A) were prepared in
accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; (B)
fairly present in all material respects the financial condition of
the Consolidated Group as of the date thereof and their results of
operations for the period covered thereby; and (C) show all
material indebtedness and other liabilities, direct or contingent,
of the Consolidated Group as of the date thereof, including
material liabilities for taxes, commitments and Indebtedness;
	 
	 	     (ii)     to the Knowledge of the Credit Parties, the Q-One
Financial Statements (A) were prepared in accordance with UK GAAP,
consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein; (B) fairly present in all
material respects the financial condition of Q-One and its
Subsidiaries as of the date thereof and their results of operations
for the period covered thereby; and (C) show all material
indebtedness and other liabilities, direct or contingent, of Q-One
and its Subsidiaries as of the date thereof, including material
liabilities for taxes, commitments and Indebtedness;
	 
	 	     (iii)     to the Knowledge of the Credit Parties, the Satron
Financial Statements (A) were prepared in accordance with UK GAAP,
consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein; (B) fairly present in all
material respects the financial condition of Satron and its
Subsidiaries, if any, as of the date thereof and their results of
operations for the period covered thereby; and (C) show all
material indebtedness and other liabilities, direct or contingent,
of Satron and its Subsidiaries, if any, as of the date thereof,
including material liabilities for taxes, commitments and
Indebtedness; and
	 
	 	     (iv)     from December 31, 2002 to and including the Initial
Funding Date, there has been no Disposition or Involuntary
Disposition by BioReliance or any Subsidiary (including, to the
Knowledge of the Credit Parties, Q-One and its Subsidiaries and
Satron



61






 








		
	 	and its Subsidiaries) of any material part of the business or
Property of the Consolidated Group (including, to the Knowledge of
the Credit Parties, Q-One and its Subsidiaries and Satron and its
Subsidiaries), taken as a whole, and no purchase or other
acquisition (other than the Transaction) by any of them of any
business or property (including any Capital Stock of any other
Person) material in relation to the consolidated financial
condition of the Consolidated Group (including, to the Knowledge of
the Credit Parties, Q-One and its Subsidiaries and Satron and its
Subsidiaries), taken as a whole, in each case that is not reflected
in the foregoing financial statements or in the notes thereto and
has not otherwise been disclosed in writing to the Lenders on or
prior to the Initial Funding Date.




		
	 	     (p)     Schedules. Receipt by the Administrative Agent of Schedules
2.03 (Existing Letters of Credit), 6.11 (Insurance), 6.14 (Subsidiaries),
6.18 (IP Rights), 6.19(a) (Locations of Real Property), 6.19(b)
(Locations of Tangible Personal Property), 6.19(c) (Chief Executive
Office Locations), 6.22 (Labor Matters), 8.01(c) (Liens Existing on the
Initial Funding Date), 8.01(o) (Cash Collateralized Letters of Credit),
8.02 (Investments Existing on the Initial Funding Date) and 8.03
(Indebtedness Existing on the Initial Funding Date).
	 
	 	     (q)     Funding Certificate. Receipt by the Administrative Agent of a
certificate signed by a Responsible Officer of BioReliance certifying
that the conditions specified in Sections 5.02(f), (g), (h), (j) and (k)
and Section 5.03 have been satisfied.
	 
	 	     (r)     Material Adverse Market Conditions. The absence of any material
adverse conditions in the loan syndication market or in the financial or
capital markets generally that, in the reasonable discretion of the
Administrative Agent, would impair the initial syndication by the
Administrative Agent of this Credit Agreement.
	 
	 	     (s)     Fees. Receipt by the Administrative Agent and the Lenders of
any fees required to be paid on or prior to the Initial Funding Date.
	 
	 	     (t)     Attorney Costs. Unless waived by the Administrative Agent,
BioReliance shall have paid all Attorney Costs of the Administrative
Agent to the extent invoiced prior to or on the Initial Funding Date,
plus such additional amounts of Attorney Costs as shall constitute its
reasonable estimate of Attorney Costs incurred or to be incurred by it
through the closing proceedings (provided that such estimate shall not
thereafter preclude a final settling of accounts between BioReliance and
the Administrative Agent).



     5.03     Conditions Precedent to all Credit Extensions.


     The obligation of each Lender to honor any Request for Credit Extension
(excluding conversions and continuations) is subject to the following
conditions precedent:



		
	 	     (a)     The representations and warranties of the Borrowers and each
other Credit Party contained in Article VI or any other Credit Document,
or which are contained in any document furnished at any time under or in
connection herewith or therewith, shall be true and complete in all
material respects on and as of the date of such Credit Extension, except
to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and complete in all
material respects as of such earlier date.
	 
	 	     (b)     No Default shall exist, or would result from such proposed
Credit Extension.



62






 








		
	 	     (c)     The Administrative Agent and, if applicable, the L/C Issuer,
shall have received a Request for Credit Extension in accordance with the
requirements hereof.



     Each Request for Credit Extension (excluding conversions and
continuations) submitted by the Borrowers shall be deemed to be a
representation and warranty that the conditions specified in this Section 5.03
have been satisfied on and as of the date of the applicable Credit Extension.


ARTICLE VI


REPRESENTATIONS AND WARRANTIES


     The Credit Parties represent and warrant to the Administrative Agent and
the Lenders that, on and as of (a) the Initial Funding Date, (b) the date of
each Request for Credit Extension (excluding conversions and continuations) and
(c) the date of each Credit Extension:


     6.01     Existence, Qualification and Power.


     Each Credit Party (a) is a corporation, partnership or limited liability
company duly organized or formed, validly existing and in good standing (if
applicable) under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its
assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Credit Agreement and each other Credit Document to which
it is a party, and (c) is duly qualified and is licensed and in good standing
(if applicable) under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification or license; except in each case referred to in clause (b)(i) or
(c), to the extent that failure to do so would not reasonably be expected to
have a Material Adverse Effect.


     6.02     Authorization; No Contravention.


     The execution, delivery and performance by each Credit Party of this
Credit Agreement and of each other Credit Document to which such Person is
party have been duly authorized by all necessary corporate or other
organizational action, and do not (a) contravene the terms of any of such
Person’s Organization Documents; (b) conflict with or result in any material
breach or contravention of, or the creation of any Lien under (i) any material
Contractual Obligation to which such Person is a party or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law
(including Regulation U or Regulation X issued by the FRB).


     6.03     Governmental Authorization; Other Consents.


     No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person with
respect to any material Contractual Obligation is necessary or required in
connection with (a) the execution, delivery or performance by, or enforcement
against, any Credit Party of this Credit Agreement or any other Credit Document
to which such Person is a party or (b) admissibility in evidence of the Credit
Documents under Scottish law, in each case other than (i) those that have
already been obtained and are in full force and effect, (ii) filings,
notifications or registrations (including, with respect to any Credit Party
organized under the laws of Scotland, registration of each relevant Foreign
Security Agreement and Mortgage in accordance with Section 410 of the Companies
Act 1985 and, if applicable, registration at the Land Register of Scotland and
the Register of Sasines) to perfect or enforce the Liens created by the
Collateral Documents to which such Person is


63






 


party, (iii) those required in the ordinary course of business in
connection with the performance by such Credit Party of its obligations under
certain covenants contained in the Credit Documents to which such Person is
party and (iv) pursuant to securities and other laws applicable to the
disposition of any collateral subject thereto.


     6.04     Binding Effect.


     This Credit Agreement and each other Credit Document, has been duly
executed and delivered by each Credit Party that is party thereto. This Credit
Agreement and each other Credit Document, constitutes a legal, valid and
binding obligation of each Credit Party that is party thereto, enforceable
against each such Credit Party in accordance with its terms except as
enforceability may be limited by applicable Debtor Relief Laws or by equitable
principles relating to enforceability.


     6.05     Financial Statements.


     (a)       The audited consolidated and consolidating balance sheets of the
Consolidated Group for the most recent fiscal year ended, and the related
consolidated and consolidating statements of income or operations,
shareholders’ equity and cash flows for such fiscal year, including the notes
thereto (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; (ii) fairly present the financial condition of the Consolidated Group
as of the date thereof and their results of operations for the period covered
thereby, except as otherwise expressly noted therein; and (iii) show all
material indebtedness and other liabilities, direct or contingent, of the
Consolidated Group as of the date thereof, including liabilities for taxes,
material commitments and Indebtedness.


     (b)       The unaudited consolidated and consolidating financial statements of
the Consolidated Group for the most recent fiscal quarter ended, and the
related consolidated and consolidating statements of income or operations,
shareholders’ equity and cash flows for the fiscal quarter ended on that date
(i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, (ii)
fairly present the financial condition of the Consolidated Group as of the date
thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes and
to normal year-end audit adjustments, and (iii) show all material indebtedness
and other liabilities, direct or contingent, of the Consolidated Group as of
the date of such financial statements, including liabilities for taxes,
material commitments and Indebtedness.


     6.06     No Material Adverse Effect.


     (a)       With respect to the Consolidated Group (other than Q-One, Satron and
their respective Subsidiaries), there has been no event or circumstance that
has had or would reasonably be expected to have a Material Adverse Effect since
December 31, 2002.


     (b)       With respect to the Consolidated Group (including Q-One, Satron and
their respective Subsidiaries), there has been no event or circumstance that
has had or would reasonably be expected to have a Material Adverse Effect since
March 31, 2003.


     6.07     Litigation.


     There are no actions, suits, proceedings, claims or disputes pending or,
to the Knowledge of the Credit Parties, threatened in writing, at Law, in
equity, in arbitration or before any Governmental Authority, by or against any
member of the Consolidated Group or against any of their respective


64






 


properties or revenues that (a) purport to affect or pertain to this Credit
Agreement or any other Credit Document, or any of the transactions contemplated
hereby or (b) either individually or in the aggregate would reasonably be
expected to have a Material Adverse Effect.


     6.08     No Default.


     (a)       Neither BioReliance nor any Subsidiary is in default under or with
respect to any Contractual Obligation that would, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


     (b)       No Default or Event of Default has occurred and is continuing.


     6.09     Ownership of Property; Liens.


     Each member of the Consolidated Group has title in fee simple to, or valid
leasehold interests in, all real property necessary in the ordinary conduct of
its business, except for such defects in title as would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. The
property of the Consolidated Group is subject to no Liens, other than Permitted
Liens.


     6.10     Environmental Compliance.


     Except as would not reasonably be expected to have a Material Adverse Effect:



		
	 	     (a)     Each of the Facilities and all operations at the Facilities are
in compliance with all applicable Environmental Laws, and there is no
violation of any Environmental Law with respect to the Facilities or the
Businesses, and there are no conditions relating to the Facilities or the
Businesses that could give rise to liability under any applicable
Environmental Laws.
	 
	 	     (b)     None of the Facilities contains, or has previously contained,
any Hazardous Materials at, on or under the Facilities in amounts or
concentrations that constitute or constituted a violation of, or could
give rise to liability under, Environmental Laws.
	 
	 	     (c)     Neither BioReliance nor any Subsidiary has received any written
notice of, or inquiry from any Governmental Authority regarding, any
violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Facilities or the
Businesses, nor does any Responsible Officer of any Credit Party have
Knowledge that any such notice will be received or is being threatened in
writing.
	 
	 	     (d)     Hazardous Materials have not been transported or disposed of
from the Facilities, or generated, treated, stored or disposed of at, on
or under any of the Facilities or any other location, in each case by or
on behalf BioReliance or any Subsidiary in violation of, or in a manner
that would be reasonably likely to give rise to liability under, any
applicable Environmental Law.
	 
	 	     (e)     No judicial proceeding or governmental or administrative action
is pending or, to the Knowledge of the Responsible Officers of the Credit
Parties, threatened, under any Environmental Law to which BioReliance or
any Subsidiary is or will be named as a party, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding
under any Environmental Law with respect to BioReliance, any Subsidiary,
the Facilities or the Businesses.



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	 	     (f)     There has been no release or, threat of release of Hazardous
Materials at or from the Facilities, or arising from or related to the
operations (including disposal) of BioReliance or any Subsidiary in
connection with the Facilities or otherwise in connection with the
Businesses, in violation of or in amounts or in a manner that could give
rise to liability under Environmental Laws.



     6.11     Insurance.


     The properties of the Consolidated Group are insured with financially
sound and reputable insurance companies not Affiliates of BioReliance, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar
properties in localities where BioReliance or the applicable Subsidiary
operates. The insurance coverage of the Credit Parties as in effect on the
Initial Funding Date is outlined as to carrier, policy number, expiration date,
type, amount and deductibles on Schedule 6.11.


     6.12     Taxes.


     Each member of the Consolidated Group has filed all material federal,
state and other tax returns and reports required to be filed, and has paid all
material federal, state and other taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those that are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. To the Knowledge of the
Credit Parties, there is no proposed tax assessment against BioReliance or any
Subsidiary that would, if made, have a Material Adverse Effect.


     6.13     ERISA Compliance.


     (a)       Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code and other federal or
state Laws. Each Pension Plan that is intended to qualify under Section 401(a)
of the Internal Revenue Code has received a favorable determination letter from
the IRS or an application for such a letter is currently being processed by the
IRS with respect thereto and, to the Knowledge of the Credit Parties, nothing
has occurred that would prevent, or cause the loss of, such qualification.
Each Credit Party and each ERISA Affiliate have made all required contributions
to each Pension Plan subject to Section 412 of the Internal Revenue Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Internal Revenue Code has been made with respect
to any Pension Plan.


     (b)       There are no pending or, to the Knowledge of the Credit Parties,
threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would reasonably be expected to have a
Material Adverse Effect. To the Knowledge of the Credit Parties, there has
been no prohibited transaction or violation of the fiduciary responsibility
rules with respect to any Plan that has resulted or would reasonably be
expected to result in a Material Adverse Effect.


     (c)       (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Credit Party
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) no Credit
Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability (and no event has occurred that, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) no Credit Party nor
any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.


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     6.14     Subsidiaries.


     Set forth on Schedule 6.14, as of the Initial Funding Date and as such
Schedule may be updated by BioReliance from time to time, is a complete and
accurate list of each Subsidiary, together with (a) jurisdiction of
incorporation or formation, (b) with respect to each Subsidiary, number of
shares of each class of Capital Stock outstanding, (c) percentage of
outstanding shares of each class or interests owned (directly or indirectly) by
BioReliance or any Subsidiary and (d) number and effect, if exercised, of all
outstanding options, warrants, rights of conversion or purchase and all other
similar rights with respect thereto. The outstanding Capital Stock of each
Subsidiary is validly issued, fully paid and non-assessable.


     6.15     Margin Regulations; Investment Company Act; PUHCA; Treasury
Regulations.


     (a)       The Borrowers are not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.
Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than 25% of the value of the assets (either of
either Borrower only or of the Consolidated Group on a consolidated basis)
subject to the provisions of Section 8.01 or Section 8.05 or subject to any
restriction contained in any agreement or instrument between either Borrower
and any Lender or any Affiliate of any Lender relating to Indebtedness and
within the scope of Section 9.01(e) will be margin stock.


     (b)       None of BioReliance, any Person Controlling BioReliance, or any
Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding
company,” or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company,” within the meaning of the Public Utility Holding
Company Act of 1935, or (ii) is or is required to be registered as an
“investment company” under the Investment Company Act of 1940.


     (c)       The Credit Parties do not intend to treat any of the Loans, the
Letters of Credit or any related transaction as a “reportable transaction”
(within the meaning of Treasury Regulation Section 1.6011-4). In the event a
Credit Party determines that it will take any action inconsistent with such
intention, it will promptly notify the Administrative Agent thereof. If a
Credit Party so notifies the Administrative Agent, any Lender may treat its
Loans (and its participation interests in Letters of Credit) as subject to
Treasury Regulation Section 301.6112-1, and such Lender will maintain any lists
and other records required thereby.


     6.16     Disclosure.


     No report, financial statement, certificate or other information furnished
(whether in writing or orally) by or on behalf of any Credit Party to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Credit Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, (a) with respect to
projected financial information, the Credit Parties represent only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time and (b) with respect to information (including projected
financial information) related to Q-One and its Subsidiaries or Satron and its
Subsidiaries, if any, provided to the Administrative Agent and the Lenders on
or prior to the Initial Funding Date, the Credit Parties represent only that
such information is accurate to their Knowledge.


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     6.17     Compliance with Laws.


     Each member of the Consolidated Group is in compliance with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the
failure to comply therewith, either individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.


     6.18     Intellectual Property; Licenses, Etc.


     The Consolidated Group owns, or possesses the legal right to use, all of
the trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights (collectively, “IP
Rights”) that are reasonably necessary for the operation of their respective
businesses. Set forth on Schedule 6.18 is a list of all IP Rights registered
or pending registration with the United States Copyright Office or the United
States Patent and Trademark Office and owned by each Credit Party as of the
Initial Funding Date. Except for such claims and infringements that would not
reasonably be expected to have a Material Adverse Effect, no claim has been
asserted and is pending by any Person challenging or questioning the use of any
IP Rights or the validity or effectiveness of any IP Rights, nor does any
Credit Party know of any such claim, and, to the Knowledge of the Responsible
Officers of the Credit Parties, the use of any IP Rights by BioReliance or any
Subsidiary or the granting of a right or a license in respect of any IP Rights
from BioReliance or any Subsidiary does not infringe on the rights of any
Person. None of the IP Rights owned by any of the Credit Parties is subject to
any licensing agreement or similar arrangement other than (a) licenses of
software in the ordinary course of business to customers, value added resellers
and distributors, (b) licenses of trademarks and tradenames in the ordinary
course of business to value added resellers and distributors, (c) as set forth
on Schedule 6.18 or (d) as otherwise not prohibited hereunder.


     6.19     Business Locations.


     Set forth on Schedule 6.19(a) is a list of all real property located in
the United States that is owned or leased by the Credit Parties as of the
Initial Funding Date. Set forth on Schedule 6.19(b) is a list of all locations
where any tangible personal property of any Credit Party is located as of the
Initial Funding Date. Set forth on Schedule 6.19(c) is the chief executive
office of each Credit Party as of the Initial Funding Date. The exact legal
name and state of organization of each Credit Party is as set forth on the
signature pages hereto or on the signature pages of any Joinder Agreement
delivered in connection herewith.


     6.20     Solvency.


     The Credit Parties are Solvent on a consolidated basis.


     6.21     Brokers’ Fees.


     Neither BioReliance nor any Subsidiary has any obligation to any Person in
respect of any finder’s, broker’s, investment banking or other similar fee in
connection with any of the transactions contemplated under the Credit Documents
(other than the Transaction).


     6.22     Labor Matters.


     Set forth on Schedule 6.22 as of the Initial Funding Date are (a) all
collective bargaining agreements or Multiemployer Plans covering the employees
of BioReliance or any Subsidiary as of the Initial Funding Date and (b) any
strikes, walkouts, work stoppages or other material labor difficulty within the
five years


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prior thereto. None of such labor matters, either individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.


     6.23     Security Agreements.


     Each of the Security Agreements that has been delivered in connection with
this Credit Agreement is effective to create in favor of the Administrative
Agent (or, as applicable, the Security Trustee), for the ratable benefit of the
Lenders, a legal, valid and enforceable security interest in the Collateral
identified therein in conformity with applicable Law, except to the extent the
enforceability thereof may be limited by applicable Debtor Relief Laws
affecting creditors’ rights generally and by equitable principles of Law
(regardless of whether enforcement is ought in equity or at Law). The Domestic
Security Agreement shall create fully perfected first priority Liens on, and
security interests in, all right, title and interest of the grantors thereunder
in the Collateral identified therein in which a security interest may be
perfected by the filing of UCC financing statements, in each case prior and
superior in right to any other Lien other than Permitted Liens, when UCC
financing statements are filed in appropriate form at the locations identified
therein. Each Foreign Security Agreement shall create fully perfected first
priority Liens on, and security interests in, all right, title and interest of
the grantors thereunder in the Collateral identified therein, in each case
prior and superior in right to any other Lien other than Permitted Liens, when
each of the deliveries and notices required thereunder have been made in
accordance with applicable Law and recording, documentary or similar taxes, if
any, are paid.


     6.24     Pledge Agreements.


     Each of the Pledge Agreements that has been delivered in connection with
this Credit Agreement is effective to create in favor of the Administrative
Agent (or, as applicable, the Security Trustee), for the ratable benefit of the
Lenders, a legal, valid and enforceable security interest in the Collateral
identified therein in conformity with applicable Law, except to the extent the
enforceability thereof may be limited by applicable Debtor Relief Laws
affecting creditors’ rights generally and by equitable principles of Law
(regardless of whether enforcement is ought in equity or at Law). The Domestic
Pledge Agreement shall create fully perfected first priority Liens on, and
security interests in, all right, title and interest of each pledgor thereunder
in the Collateral identified therein in which such pledgor has granted a
security interest thereunder, in each case prior and superior in right to any
other Lien other than Permitted Liens, (a) with respect to any such
certificated Collateral that constitutes a Security (as such term is defined in
the UCC), when such Collateral is delivered to the Administrative Agent
together with duly executed stock powers with respect thereto, (b) with respect
to any such uncertificated Collateral that constitutes a Security, when UCC
financing statements in appropriate form are filed in the appropriate filing
offices in the jurisdiction of organization of such pledgor or when “control”
(as such term is defined in the UCC) is obtained by the Administrative Agent
over such interests in accordance with the provisions of Section 8-106 of the
UCC and (c) with respect to any such Collateral that does not constitute a
Security, when UCC financing statements in appropriate form are filed in the
appropriate filing offices in the jurisdiction of organization of such pledgor.
Each Foreign Pledge Agreement shall create fully perfected first priority
Liens on, and security interests in, all right, title and interest of each
pledgor thereunder in the Collateral identified therein in which such pledgor
has granted a security interest, in each case prior and superior in right to
any other Lien other than Permitted Liens, when each of the deliveries and
notices required thereunder have been made in accordance with applicable Law
and recording, documentary or similar taxes, if any, are paid.


     6.25     Mortgages.


     Each of the Mortgages is effective to create in favor of the
Administrative Agent (or, as applicable, the Security Trustee), for the ratable
benefit of the Lenders, a legal, valid and enforceable


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security interest in the Mortgaged Properties identified therein in
conformity with applicable Law, except to the extent the enforceability thereof
may be limited by applicable Debtor Relief Laws affecting creditors’ rights
generally and by equitable principles of Law (regardless of whether enforcement
is ought in equity or at Law). Each Mortgage with respect to any Mortgaged
Property located in the United States shall create a fully perfected first
priority Lien on, and security interest in, all right, title and interest of
the grantors thereunder in such Mortgaged Property, in each case prior and
superior in right to any other Lien other than Permitted Liens, when such
Mortgage, together with UCC financing statements are recorded and filed in
appropriate form at the locations identified in such Mortgage, and recording,
documentary or similar taxes, if any, are paid. Each Mortgage with respect to
any Mortgaged Property located outside the United States shall create a fully
perfected first priority Lien on, and security interest in, all right, title
and interest of the grantors thereunder in such Mortgaged Property, in each
case prior and superior in right to any other Lien other than Permitted Liens,
when such Mortgage, together with each of the notices and deliveries required
thereunder have been recorded or made in accordance with applicable Law and
recording, documentary or similar taxes, if any, are paid.


ARTICLE VII


AFFIRMATIVE COVENANTS


     On and as of the Initial Funding Date and for so long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder (other
than any indemnity obligations that, by their terms, survive the termination of
this Credit Agreement) shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Credit Parties shall and shall cause each
Subsidiary to:


     7.01     Financial Statements.


     Deliver to the Administrative Agent and each Lender, in form and detail
reasonably satisfactory to the Administrative Agent:



		
	 	     (a)     as soon as available, but in any event within ninety days after
the end of each fiscal year of BioReliance, consolidated and
consolidating balance sheets of the Consolidated Group as at the end of
such fiscal year (beginning with the fiscal year ending December 31,
2003), and the related consolidated and consolidating statements of
income or operations, shareholders’ equity and cash flows for such fiscal
year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the
scope of such audit; and




		
	 	     (b)     as soon as available, but in any event within forty-five days
after the end of each of the first three fiscal quarters of each fiscal
year of BioReliance (beginning with the fiscal quarter ending September
30, 2003), consolidated and consolidating balance sheets of the
Consolidated Group as at the end of such fiscal quarter, and the related
consolidated and consolidating statements of income or operations,
shareholders’ equity and cash flows for such fiscal quarter and for the
portion of the fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and certified by a Responsible Officer of
BioReliance as fairly presenting the financial condition, results of



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	 	operations, shareholders’ equity and cash flows of the Consolidated
Group in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.



     7.02     Certificates; Other Information.


     Deliver to the Administrative Agent and each Lender (to the extent
applicable, in form and detail reasonably satisfactory to the Administrative
Agent and the Required Lenders):



		
	 	     (a)     concurrently with the delivery of the financial statements
referred to in Sections 7.01(a) and (b), a duly completed Compliance
Certificate signed by a Responsible Officer of BioReliance:




		
	 	     (i)     setting forth computations in detail reasonably
satisfactory to the Administrative Agent (A) demonstrating
compliance with the financial covenants contained herein and (B)
information regarding the aggregate amount of all Dispositions,
Involuntary Dispositions, Debt Issuances, Equity Transactions and
Acquisitions (other than the Transaction) that occurred during the
period covered by such financial statements,
	 
	 	     (ii)     setting forth (A) all applications for IP Rights made
during such period, (B) all issuances of registrations or letters
on existing applications for IP Rights received during such period,
and (C) all licenses with respect to IP Rights entered into during
such period,
	 
	 	     (iii)     attaching a summary of any insurance of the Consolidated
Group that was renewed, replaced or modified during such period,
	 
	 	     (iv)     certifying that no Default or Event of Default exists as
of the date thereof (or the nature and extent thereof and proposed
actions with respect thereto), and
	 
	 	     (v)     including a summary of all material changes in GAAP and in
the consistent application thereof, the effect on the financial
covenants resulting therefrom, and a reconciliation between
calculation of the financial covenants (and determination of the
applicable pricing level under the definition of “Applicable Rate”)
before and after giving effect to such changes;




		
	 	     (b)     within thirty days after the end of each fiscal year of
BioReliance, beginning with the fiscal year ending December 31, 2003, an
annual business plan and budget of the Consolidated Group containing,
among other things, pro forma financial statements for each quarter of
the next fiscal year.
	 
	 	     (c)     promptly after any request by the Administrative Agent or any
Lender, copies of any final detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit
committee of the board of directors) of BioReliance by independent
accountants in connection with the accounts or books of BioReliance or
any Subsidiary, or any audit of any of them;
	 
	 	     (d)     promptly after the same are available, (i) copies of each annual
report, proxy or financial statement or other report or communication
sent to the stockholders of BioReliance, and copies of all annual,
regular, periodic and special reports and registration statements that
BioReliance may file or be required to file with the SEC under Section 13
or 15(d) of the Securities Exchange Act of 1934 or to a holder of any
Indebtedness owed by BioReliance or any



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	 	Subsidiary in its capacity as such a holder and not otherwise
required to be delivered to the Administrative Agent pursuant hereto and
(ii) all written reports and other written information to and from the
United States Environmental Protection Agency, or any state or local
agency responsible for environmental matters, the United States
Occupational Health and Safety Administration, or any state or local
agency responsible for health and safety matters, or any successor
agencies or authorities concerning environmental, health or safety
matters;
	 
	 	     (e)     promptly after any Credit Party has notified the Administrative
Agent of its intention to treat any of the Loans, the Letters of Credit
or any related transaction as a “reportable transaction” (within the
meaning of Treasury Regulation Section 1.6011-4), a duly completed copy
of IRS Form 8886 or any successor form thereto; and
	 
	 	     (f)     promptly, such additional information regarding the business,
financial or corporate affairs of any member of the Consolidated Group,
or compliance with the terms of the Credit Documents, as the
Administrative Agent or any Lender may from time to time reasonably
request.



     Documents required to be delivered pursuant to Section 7.01(a) or (b) or
Section 7.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which
BioReliance posts such documents, or provides a link thereto on the website of
BioReliance on the Internet at the website address listed on Schedule 11.02; or
(ii) on which such documents are posted on behalf of BioReliance on
IntraLinks/IntraAgency or another relevant website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided
that: (A) BioReliance shall deliver paper copies of such documents to the
Administrative Agent or any Lender that requests BioReliance to deliver such
paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender and (B) BioReliance shall notify
(which may be by facsimile or electronic mail) the Administrative Agent and
each Lender of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. Notwithstanding anything contained herein, in every
instance BioReliance shall be required to provide paper copies of the
Compliance Certificates required by Section 7.02(a) to the Administrative Agent
and each of the Lenders. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by BioReliance with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.


     7.03     Notices.


     Promptly notify the Administrative Agent and each Lender of each of the following:



		
	 	     (a)     the occurrence of any Default;
	 
	 	     (b)     any matter that has resulted or would reasonably be expected to
result in a Material Adverse Effect, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of
BioReliance or any Subsidiary; (ii) any dispute, litigation,
investigation, proceeding or suspension between BioReliance or any
Subsidiary and any Governmental Authority; or (iii) the commencement of,
or any material development in, any litigation or proceeding affecting
BioReliance or any Subsidiary, including pursuant to any applicable
Environmental Laws;



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	 	     (c)     the occurrence of any ERISA Event;




		
	 	     (d)     any material change in accounting policies or financial
reporting practices by BioReliance or any Subsidiary; and
	 
	 	     (e)     any litigation, investigation or proceeding affecting any Credit
Party in which the amount involved or relief sought would reasonably be
expected to have a Material Adverse Effect.



     Each notice pursuant to this Section 7.03(a) through (e) shall be
accompanied by a statement of a Responsible Officer of BioReliance setting
forth details of the occurrence referred to therein and stating what action
BioReliance has taken and proposes to take with respect thereto. Each notice
pursuant to Section 7.03(a) shall describe with particularity any and all
provisions of this Credit Agreement and any other Credit Document that have
been breached.


     7.04     Payment of Taxes.


     Pay and discharge as the same shall become due and payable all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in
accordance with GAAP are being maintained by BioReliance or such Subsidiary.


     7.05     Preservation of Existence, Etc.


     (a)       Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 8.04 or 8.05.


     (b)       Take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct
of its business, except to the extent that the failure to do so would not
reasonably be expected to have a Material Adverse Effect.


     (c)       Preserve or renew all of its material registered patents, trademarks,
trade names and service marks, the non-preservation of which would reasonably
be expected to have a Material Adverse Effect.


     7.06     Maintenance of Properties.


     (a)       Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted.


     (b)       Make all necessary repairs thereto and renewals and replacements
thereof, except where the failure to do so would not reasonably be expected to
have a Material Adverse Effect.


     (c)       Use the standard of care typical in the industry in the operation and
maintenance of its facilities.


     7.07     Maintenance of Insurance.


     Maintain in full force and effect insurance (including worker’s
compensation insurance, liability insurance, casualty insurance (including, as
applicable, flood hazard insurance) and business interruption


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insurance) with financially sound and reputable insurance companies not
Affiliates of BioReliance, in such amounts, with such deductibles and covering
such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where BioReliance or the
applicable Subsidiary operates, naming the Administrative Agent (or, as
applicable, the Security Trustee) as loss payee or mortgagee, as its interest
may appear, additional insured and/or additional interest, as appropriate, with
respect to any such insurance providing coverage in respect of any Collateral,
subject in each case, with respect to any Foreign Subsidiary, to Section 7.18.
The Credit Parties will immediately give the Administrative Agent (or, as
applicable, the Security Trustee) written notice of any cancellation of any
such policy or policies to the extent such cancellation would affect compliance
with this Section 7.07.


     7.08     Compliance with Laws.


     Comply with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith would
not reasonably be expected to have a Material Adverse Effect.


     7.09     Books and Records.


     (a)       Maintain proper books of record and account, in which full, true and
complete entries in conformity with GAAP consistently applied shall be made of
all financial transactions and matters involving the assets and business of
BioReliance or such Subsidiary, as the case may be.


     (b)       Maintain such books of record and account in material conformity with
all applicable requirements of any Governmental Authority having regulatory
jurisdiction over BioReliance or such Subsidiary, as the case may be.


     7.10     Inspection Rights.


     (a)       Once per fiscal year at such reasonable time during normal business
hours and upon reasonable advance notice to BioReliance, permit representatives
and independent contractors of the Administrative Agent and any Lender to visit
and inspect any of its properties (including properties of any of its
Subsidiaries), to examine its corporate, financial and operating records, and
make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at the expense of BioReliance; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may, at the expense of
BioReliance, do any of the foregoing as often as may be reasonably desired and
at any times during normal business hours without advance notice.


     (b)       If requested by the Administrative Agent following the occurrence and
during the continuance of an Event of Default, permit the Administrative Agent,
and its representatives, upon reasonable advance notice to BioReliance, to
conduct an annual audit of the Collateral at the expense of BioReliance.


     (c)       If requested by the Administrative Agent following the occurrence and
during the continuance of an Event of Default, promptly deliver to the
Administrative Agent (i) asset appraisal reports with respect to all of the
real and personal property owned by the Consolidated Group and (ii) a written
audit of the accounts receivable, inventory, payables, controls and systems of
the Consolidated Group.


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     7.11     Use of Proceeds.


     Use the proceeds of the Credit Extensions (a) to finance working capital,
capital expenditures and other lawful corporate purposes, (b) to refinance
existing Indebtedness and (c) to finance the purchase price of the Transaction,
provided that in no event shall the proceeds of the Credit Extensions be used
in contravention of any Law or of any Credit Document.


     7.12     Guarantors.


     (a)       On or before the Initial Funding Date, cause the joinder of (i) BUKH
as a Domestic Guarantor and (ii) BUKS as a Foreign Guarantor, in each case
pursuant to Joinder Agreements (or such other documentation in form and
substance reasonably acceptable to the Administrative Agent) accompanied by
Organizational Documents and favorable opinions of counsel to such Credit Party
(provided that, with respect to enforceability of any such documents executed
by a Foreign Credit Party, such opinions shall be of counsel to the
Administrative Agent), in form and substance reasonably satisfactory to the
Administrative Agent.


     (b)       Immediately following consummation of the Transaction, cause the
joinder of (i) Q-One, Satron and each other Subsidiary of the Foreign Borrower
(other than Quip Technology and Q-One Biotech, Inc.) as Foreign Guarantors and
(ii) Q-One Biotech, Inc. as a Domestic Guarantor, in each case pursuant to
Joinder Agreements (or such other documentation in form and substance
reasonably acceptable to the Administrative Agent) accompanied by
Organizational Documents and favorable opinions of counsel to such Credit Party
(provided that, with respect to enforceability of any such documents executed
by a Foreign Credit Party, such opinions shall be of counsel to the
Administrative Agent), in form and substance reasonably satisfactory to the
Administrative Agent.


     (c)       Following the Initial Funding Date and consummation of the
Transaction, promptly notify the Administrative Agent of the formation or
acquisition of any Subsidiary, which notice shall include information as to the
jurisdiction of organization, the number and class of Capital Stock outstanding
and ownership thereof (including options, warrants, rights of conversion or
purchase relating thereto), and:



		
	 	     (i)     with respect to any such Subsidiary that is a Domestic
Subsidiary, within thirty days of the formation or acquisition thereof,
cause the joinder of such Subsidiary as a Domestic Guarantor pursuant to
Joinder Agreements (or such other documentation in form and substance
reasonably acceptable to the Administrative Agent) accompanied by
Organizational Documents and favorable opinions of counsel to such Credit
Party, in form and substance reasonably satisfactory to the
Administrative Agent, and




		
	 	     (ii)     with respect to any such Subsidiary that is a Foreign
Subsidiary (other than Quip Technology), within sixty days of the
formation or acquisition thereof, cause the joinder of such Subsidiary as
a Foreign Guarantor pursuant to Joinder Agreements (or such other
documentation in form and substance reasonably acceptable to the
Administrative Agent pursuant to applicable Law) accompanied by
Organizational Documents and favorable opinions of counsel to such Credit
Party (provided that, with respect to enforceability of any such
documents executed by a Foreign Credit Party, such opinions shall be of
counsel to the Administrative Agent), in form and substance reasonably
satisfactory to the Administrative Agent.



     (d)       At any time that (i) the assets of Quip Technology have exceeded its
liabilities by more than British Pounds Sterling 250,000 for a continuous
period of not less than sixty days and (ii) Quip


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Technology is able to satisfy the conditions required for the provision of
financial assistance by a private limited company under Section 155(2) of the
Companies Act 1985, within sixty days thereof, cause the joinder of Quip
Technology as a Foreign Guarantor pursuant to Joinder Agreements (or such other
documentation in form and substance reasonably acceptable to the Administrative
Agent pursuant to applicable Law) accompanied by Organizational Documents and
favorable opinions of counsel to such Credit Party (provided that, with respect
to enforceability of any such documents executed by a Foreign Credit Party,
such opinions shall be of counsel to the Administrative Agent), in form and
substance reasonably satisfactory to the Administrative Agent.


     7.13     Pledged Capital Stock.


     (a)       On or before the Initial Funding Date, (i) BioReliance will pledge (A)
100% of the issued and outstanding Capital Stock of each of its Domestic
Subsidiaries and (B) 65% of the issued and outstanding Capital Stock of each of
its First-Tier Foreign Subsidiaries, (ii) each Domestic Subsidiary of
BioReliance will pledge (A) 100% of the issued and outstanding Capital Stock of
each of its Domestic Subsidiaries and (B) 65% of the issued and outstanding
Capital Stock of each of its First-Tier Foreign Subsidiaries, (iii) BioReliance
Acquisitions, Inc. will pledge 65% of the issued and outstanding Capital Stock
of BUKH and (iv) BUKH will pledge 65% of the issued and outstanding Capital
Stock of (A) the Foreign Borrower and (B) BUKS (provided that, in the event
that the UK Stamp Office has not yet adjudicated the transfer of such Capital
Stock from BioReliance to BUKH as eligible for relief from transfer duty by the
Initial Funding Date, BUKH will pledge the Capital Stock of BUKS within thirty
days of the Initial Funding Date), in each case pursuant to the Domestic Pledge
Agreement or Foreign Pledge Agreements (as applicable) or other pledge joinder
agreements, together with opinions of counsel and any filings and deliveries
reasonably necessary in connection therewith to perfect the security interests
therein, all in form and substance reasonably satisfactory to the
Administrative Agent.


     (b)       Immediately following consummation of the Transaction, to the extent
not otherwise pledged pursuant to subsection (a) above, (i) BioReliance will
pledge (A) 100% of the issued and outstanding Capital Stock of each of its
Domestic Subsidiaries and (B) 65% of the issued and outstanding Capital Stock
of each of its First-Tier Foreign Subsidiaries, (ii) each Domestic Subsidiary
of BioReliance will pledge (A) 100% of the issued and outstanding Capital Stock
of each of its Domestic Subsidiaries and (B) 65% of the issued and outstanding
Capital Stock of each of its First-Tier Foreign Subsidiaries and (iii) the
Foreign Borrower will pledge 100% of the issued and outstanding Capital Stock
of each of its Subsidiaries (except in the case of (A) Q-One, which is not a
Wholly Owned Subsidiary, and in which case all of the Foreign Borrower’s
interest therein will be pledged and (B) Quip Technology) and cause each of its
Subsidiaries (other than Quip Technology) to pledge 100% of the issued and
outstanding Capital Stock of each of their respective Subsidiaries, in each
case on a first priority basis to secure the respective pledgor’s loans and
guaranty obligations owing hereunder, in each case pursuant to the Domestic
Pledge Agreement or Foreign Pledge Agreements (as applicable) or other pledge
joinder agreements, together with opinions of counsel (provided that, with
respect to enforceability of any such documents executed by a Foreign Credit
Party, such opinions shall be of counsel to the Administrative Agent) and any
filings and deliveries reasonably necessary in connection therewith to perfect
the security interests therein, all in form and substance reasonably
satisfactory to the Administrative Agent.


     (c)       Following the Initial Funding Date and consummation of the
Transaction, to the extent not otherwise pledged pursuant to subsections (a)
and (b) above, (i) BioReliance will pledge or cause to be pledged (A) 100% of
the issued and outstanding Capital Stock of each of its Domestic Subsidiaries
within thirty days of its formation, acquisition or receipt of such interests
and (B) 65% of the issued and outstanding Capital Stock of each of its
First-Tier Foreign Subsidiaries within sixty days of its formation, acquisition
or receipt of such interests, in each case on a first priority basis to secure
the Obligations, and (ii) the Foreign Borrower will pledge or cause to be
pledged 100% of the outstanding Capital Stock of


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each of its Subsidiaries within sixty days of its formation, acquisition or
receipt of such interests, on a first priority basis to secure the Foreign
Obligations, in each case pursuant to the Domestic Pledge Agreement or Foreign
Pledge Agreements (as applicable) or other pledge joinder agreements, together
with opinions of counsel (provided that, with respect to enforceability of any
such documents executed by a Foreign Credit Party, such opinions shall be of
counsel to the Administrative Agent) and any filings and deliveries reasonably
necessary in connection therewith to perfect the security interests therein,
all in form and substance reasonably satisfactory to the Administrative Agent.


     (d)       References to a pledge of 65% of the Capital Stock in First-Tier
Foreign Subsidiaries in the foregoing provisions of this Section are intended
to avoid treatment of the pledged interest as a deemed dividend under the
Internal Revenue Code. If and to the extent changes or clarifications in
applicable Law after the date hereof permit a greater percentage of such
interests to be pledged in support of the Obligations, the Credit Parties shall
cause any such greater amount to be pledged hereunder to the extent such
greater pledge of interests (A) would not reasonably be expected to cause the
undistributed earnings of such First-Tier Foreign Subsidiary as determined for
United States federal income tax purposes to be treated as a deemed dividend to
such First-Tier Foreign Subsidiary’s United States parent and (B) would not
reasonably be expected to cause any material adverse tax consequences.


     (e)       To the extent that any Capital Stock in any Credit Party is pledged in
accordance with this Section 7.13 by a Credit Party incorporated in Scotland,
it may be charged by way of floating charge pursuant to any Collateral
Documents governed by Scottish law; provided that any such floating charge is
subject to the same percentage limitations applicable to pledges and charges
over Capital Stock as between the relevant entities as are set out in this
Section 7.13.


     7.14     Pledged Assets.


     (a)       On or before the Initial Funding Date, (i) BioReliance and each of its
Domestic Subsidiaries will mortgage, pledge and grant a security interest in
all of their property, real and personal, tangible and intangible, owned and
leased (other than (A) Excluded Property and (B) Capital Stock, which is
covered by Section 7.13 above) to secure their respective loans and guaranty
obligations hereunder, (ii) BUKH will mortgage, pledge and grant a security
interest in all of its property, real and personal, tangible and intangible,
owned and leased (other than (A) Excluded Property and (B) Capital Stock, which
is covered by Section 7.13 above) to secure its guaranty obligations hereunder,
(iii) the Foreign Borrower and BUKS will mortgage, pledge and grant a security
interest in all of their property, real and personal, tangible and intangible,
owned and leased (other than (A) Excluded Property and (B) Capital Stock, which
is covered by Section 7.13 above) to secure their respective loan and guaranty
obligations hereunder, in each case pursuant to such mortgages, pledge and
security agreements, joinders or other documents, together with opinions of
counsel and any filings and deliveries reasonably necessary in connection
therewith to perfect the security interests therein, all in form and substance
reasonably satisfactory to the Administrative Agent.


     (b)       Immediately following consummation of the Transaction, (i) each of
Q-One, Satron and each of their Foreign Subsidiaries (other than Quip
Technology and Q-One Biotech, Inc.) will mortgage, pledge and grant a security
interest in all of its property, real and personal, tangible and intangible,
owned and leased (other than (A) Excluded Property and (B) Capital Stock, which
is covered by Section 7.13 above) to secure its guaranty obligations hereunder
and (ii) Q-One Biotech, Inc. will mortgage, pledge and grant a security
interest in all of its property, real and personal, tangible and intangible,
owned and leased (other than (A) Excluded Property and (B) Capital Stock, which
is covered by Section 7.13 above) to secure its guaranty obligations hereunder,
in each case pursuant to such mortgages, pledge and security agreements,
joinders or other documents, together with opinions of counsel (provided that,
with respect to enforceability of any such documents executed by a Foreign
Credit Party, such opinions shall be of


77






 


counsel to the Administrative Agent) and any filings and deliveries reasonably
necessary in connection therewith to perfect the security interests therein,
all in form and substance reasonably satisfactory to the Administrative Agent.


     (c)       Following the Initial Funding Date and consummation of the
Transaction, each Guarantor will mortgage, pledge and grant a security interest
in all of its property, real and personal, tangible and intangible, owned and
leased (other than (A) Excluded Property, (B) Capital Stock, which is covered
by Section 7.13 above and (C) Property covered by subsections (a) and (b)
above) to secure its guaranty obligations hereunder within the time periods
permitted for joinder of such Guarantor pursuant to Section 7.12 above, in each
case pursuant to such mortgages, pledge and security agreements, joinders or
other documents, together with opinions of counsel (provided that, with respect
to enforceability of any such documents executed by a Foreign Credit Party,
such opinions shall be of counsel to the Administrative Agent) and any filings
and deliveries reasonably necessary in connection therewith to perfect the
security interests therein, all in form and substance reasonably satisfactory
to the Administrative Agent.


     7.15     ERISA Compliance.


     Do, and cause each of its ERISA Affiliates to do, each of the following:
(a) maintain each Plan in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code and other federal or
state Law; (b) cause each Plan that is qualified under Section 401(a) of the
Internal Revenue Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Internal Revenue Code.


     7.16     Interest Rate Protection Agreements.


     Within sixty days of the Initial Funding Date, enter into interest rate
protection agreements (protecting against fluctuations in interest rates) with
respect to this Credit Agreement reasonably acceptable to the Administrative
Agent, which agreements shall provide aggregate coverage in an amount equal to
no less than 50% of the aggregate principal amount of the Term Loans for a
duration of at least three years.


     7.17     Landlord Waivers and Assignations.


     Use reasonable efforts to promptly obtain (a) estoppel letters, consents
and waivers from the landlords (i) of the BPG Property and (ii) upon the
reasonable request of the Administrative Agent or the Required Lenders, any
other Property located in the United States that is leased by a member of the
Consolidated Group and (b) an assignation in favor of the Security Trustee of
the rights of Bank of Scotland under the warranty agreements in respect of
which Bank of Scotland is a beneficiary relative to construction on the
Property subject to the Glasgow Mortgage; provided that no Credit Party shall
be required to make additional payments to any lessee in order to obtain the
foregoing.


     7.18     Post-Funding Deliveries.


     Deliver each of the following to the Administrative Agent, in each case in
form and substance reasonably acceptable to the Administrative Agent:



		
	 	     (a)     Transaction Deliveries. Immediately following consummation of
the Transaction, deliver:




		
	 	     (i)     all certificates evidencing any certificated Capital Stock
pledged to the Administrative Agent or the Security Trustee
pursuant to any Foreign Pledge Agreement



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	 	delivered pursuant to Section 7.13(b), together with duly
executed in blank, undated stock powers attached thereto (unless
such stock powers are deemed unnecessary by the Administrative
Agent in its reasonable discretion under the Law of the
jurisdiction of incorporation of such Person);




		
	 	     (ii)     with respect to each of Satron, Q-One and each of their
Subsidiaries (other than Quip Technology), a certified copy of the
register of shareholders for such Person (A) evidencing that the
Security Trustee has been registered as holder of the issued share
capital of such Person as required under Section 7.13 pursuant to
the applicable Foreign Pledge Agreement and (B) identifying the
registered holders of all of the issued share capital of such
Person immediately prior to such registry of the Security Trustee;
	 
	 	     (iii)     with respect to Satron, Q-One and each of their
Subsidiaries (other than Quip Technology), duly executed notices of
grant of security interest as are necessary, in the Administrative
Agent’s reasonable discretion, to perfect the Administrative
Agent’s security interest in the intellectual property of such
Credit Parties; and
	 
	 	     (iv)     with respect to the Glasgow Mortgage and each Foreign
Security Agreement executed by any of Satron, Q-One or any of their
Subsidiaries, a Form 410 duly completed and executed in respect
thereof;
	 
	 	     (v)     with respect to the Glasgow Mortgage, the Land Certificate
relating thereto, the Charge Certificate in favor of Bank of
Scotland relative to Q-One’s interest therein, a duly executed
Discharge of the Standard Security comprised in such Charge
Certificate, a Form 419a in respect of such Discharge, appropriate
searches in the Land Register of Scotland evidencing Q-One’s
exclusive ownership thereof and showing no Liens (other than
Permitted Liens) affecting the same other than such Standard
Security, Q-One’s Scottish counsel’s letter of obligation in usual
Scottish form in respect of the Land Register and on behalf of
Q-One in respect of the Register of Charges and all relevant
registration forms and dues to enable the registration of the
Glasgow Mortgage as a first charge over the same;
	 
	 	     (vi)     evidence (including certified copies of applicable
documents and resolutions) that each of Satron, Q-One and each of
their Subsidiaries (other than Quip Technology) has complied with
Sections 151-158 of the UK Companies Act 1985 and receipt of an
auditors’ non-statutory report and a board memorandum in relation
to the net asset position of each such Person; and
	 
	 	     (vii)     evidence that (i) the existing Indebtedness pursuant to
that certain overdraft facility provided by the Bank of Scotland to
Q-One has been terminated (provided that Q-One may continue to
maintain current, deposit, checking and other operating accounts
with the Bank of Scotland) and (ii) all Liens (other than Permitted
Liens) securing obligations in connection with such Indebtedness
have been released.




		
	 	     (b)     Mortgaged
Property Deliveries. Within sixty days of the Initial
Funding Date, deliver, with respect to the interest of BioReliance in the
lease with respect to 9900 Blackwell Road, Rockville, Maryland 20850:




		
	 	     (i)     a duly executed Mortgage with respect thereto,



79









 








		
	 	     (ii)     standard ALTA (or reasonably equivalent) mortgagee policy
insuring the priority of such Mortgage and copies of recorded
documentation relating to any exceptions, and
	 
	 	     (iii)     to the extent necessary in connection with the issuance
of a reasonably acceptable mortgagee policy, copy of a recent ALTA
(or reasonably equivalent) survey of each of the Mortgaged
Properties by registered engineers or land surveyors; and




		
	 	     (c)     Evidence of Insurance. Within ninety days of the Initial
Funding Date, deliver copies of insurance policies or certificates of
insurance of the Foreign Credit Parties and their Subsidiaries evidencing
liability, flood hazard and casualty insurance meeting the requirements
set forth in the Credit Documents, including naming the Security Trustee
as additional interest on behalf of the Lenders.



ARTICLE VIII


NEGATIVE COVENANTS


     On and as of the Initial Funding Date and for so long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation hereunder (other
than any indemnity obligations that, by their terms, survive the termination of
this Credit Agreement) shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, no Credit Party shall, nor shall it permit any
Subsidiary to, directly or indirectly:


     8.01     Liens.


     Create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:



		
	 	     (a)     Liens pursuant to any Credit Document securing the Obligations;
	 
	 	     (b)     Liens in favor of a Lender or any of its Affiliates pursuant to
a Swap Contract permitted hereunder, but only to the extent that (i) the
obligations under such Swap Contract are permitted under Section 8.03,
(ii) such Liens are on the same collateral that secures the Obligations,
and (iii) the Obligations and the obligations under such Swap Contract
share pari passu in the collateral subject to such Liens;
	 
	 	     (c)     Liens existing on the Initial Funding Date and listed on
Schedule 8.01(c) and any renewals or extensions thereof, provided that
the property covered thereby is not increased and any renewal or
extension of the obligations secured or benefited thereby is permitted by
Section 8.03(b);
	 
	 	     (d)     Liens for taxes not yet due or that are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP;
	 
	 	     (e)     carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of
business that are not overdue for a period of more than thirty days or
that are being contested in good faith and by appropriate proceedings
diligently



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	 	conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person;
	 
	 	     (f)     pledges or deposits in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA;




		
	 	     (g)     deposits to secure the performance of bids, trade contracts and
leases (other than Indebtedness), statutory obligations, surety bonds
(other than bonds related to judgments or litigation), performance bonds
and other obligations of a like nature incurred in the ordinary course of
business;
	 
	 	     (h)     easements, rights-of-way, restrictions, impediments and other
similar encumbrances affecting real property that, in the aggregate, are
not substantial in amount, and that do not in any case materially detract
from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Person;
	 
	 	     (i)     Liens securing judgments for the payment of money not
constituting an Event of Default under Section 9.01(h) or securing appeal
or other surety bonds related to such judgments;
	 
	 	     (j)     Liens securing Indebtedness permitted under Section 8.03(e);
provided that (i) such Liens do not at any time encumber any property
other than the property financed by such Indebtedness and the proceeds
thereof, (ii) the Indebtedness secured thereby does not exceed the cost
or fair market value, whichever is lower, of the property being acquired
on the date of acquisition and (iii) such Liens attach to such property
concurrently or within ninety days after acquisition thereof;
	 
	 	     (k)     Liens on the property or assets of any Person that becomes a
member of the Consolidated Group following the Closing Date to the extent
such Liens exist at the time such Person becomes a member of the
Consolidated Group; provided such Liens are not created in contemplation
thereof and do not extend to any property or assets of any other member
of the Consolidated Group;
	 
	 	     (l)     Liens with respect to title retention agreements in the ordinary
course of business; and
	 
	 	     (m)     cash collateral on cash deposits in respect of cash balances of
the Foreign Borrower held by Clydesdale as credit support for the payment
guarantee provided by Clydesdale with respect to Indebtedness of the
Foreign Borrower permitted pursuant to Section 8.03(k) in an amount not
to exceed British Pounds Sterling 7,500,000 and any customary banker’s
liens in favor of Clydesdale in respect thereof;
	 
	 	     (n)     cash collateral and minimum cash balance requirements in an
aggregate amount not to exceed €1,250,000 in respect of current, deposit,
checking and other operating accounts of the Credit Parties with local
banks (in their respective jurisdictions of organization or operation)
and any customary banker’s liens in respect of any such accounts;
	 
	 	     (o)     cash collateral in respect of the letters of credit identified
on Schedule 8.01(o) in an aggregate amount not to exceed $2,700,000;
	 
	 	     (p)     statutory liens under applicable Law;



81






 








		
	 	     (q)     other Liens on specific items of Property (excluding blanket
liens on any class of Property) securing Indebtedness in an aggregate
amount not to exceed $100,000 at any time outstanding.



     8.02     Investments.


     Make any Investments, except:



		
	 	     (a)     Investments held by BioReliance or such Subsidiary in the form
of cash and Cash Equivalents;
	 
	 	     (b)     Investments (including intercompany Investments) existing as of
the Initial Funding Date and set forth in Schedule 8.02;
	 
	 	     (c)     Investments by any Domestic Credit Party in any other Domestic
Credit Party;
	 
	 	     (d)     Investments by any Domestic Credit Party in any Foreign Credit
Party in an aggregate amount not to exceed at any time outstanding the
sum of $5,000,000 less the aggregate amount of Dispositions permitted
pursuant to Section 8.05(g);
	 
	 	     (e)     Investments by any Foreign Credit Party in any other Credit
Party;
	 
	 	     (f)     Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade
credit in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or
limit loss;
	 
	 	     (g)     Support Obligations permitted by Section 8.03;
	 
	 	     (h)     Investments in connection with the Transaction;
	 
	 	     (i)     at any time after September 30, 2004, Investments that
constitute Permitted Acquisitions;
	 
	 	     (j)     Investments made in or to the Foreign Borrower for the purpose
of enabling the Foreign Borrower to make payments of principal and
interest owing on Foreign Term Loan to the extent, but only to the
extent, that such amounts are not otherwise available to the Foreign
Borrower and a payment default would otherwise result; and
	 
	 	     (k)     other Investments in an aggregate amount not to exceed
$5,000,000 at any time outstanding.



     8.03     Indebtedness.


     Create, incur, assume or suffer to exist any Indebtedness, except:



		
	 	     (a)     Indebtedness under the Credit Documents;



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	 	     (b)     Indebtedness of the Consolidated Group existing as of the
Initial Funding Date and set forth on Schedule 8.03 (and renewals,
refinancings and extensions thereof on terms and conditions not
materially less favorable to the applicable debtor(s));




		
	 	     (c)     intercompany Indebtedness permitted under Section 8.02;
	 
	 	     (d)     obligations (contingent or otherwise) of BioReliance or any
Subsidiary existing or arising under any Swap Contract, provided that (i)
such obligations are (or were) entered into by such Person in the
ordinary course of business for the purpose of directly mitigating risks
associated with liabilities, commitments, investments, assets, or
property held or reasonably anticipated by such Person, or changes in the
value of securities issued by such Person, and not for purposes of
speculation or taking a “market view”; and (ii) such Swap Contract does
not contain any provision exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting
party;
	 
	 	     (e)     purchase money Indebtedness (including obligations in respect of
Capital Leases or Synthetic Leases) hereafter incurred by any member of
the Consolidated Group to finance the purchase of fixed assets, and
renewals, refinancings and extensions thereof, provided that (i) the
total of all such Indebtedness for all such Persons taken together shall
not exceed an aggregate principal amount of $2,000,000 at any one time
outstanding; (ii) such Indebtedness when incurred shall not exceed the
purchase price of the asset(s) financed; and (iii) no such Indebtedness
shall be refinanced for a principal amount in excess of the principal
balance outstanding thereon at the time of such refinancing;
	 
	 	     (f)     Indebtedness for trade payables, wages, bonuses and other
accrued expenses incurred in the ordinary course of business;
	 
	 	     (g)     Indebtedness constituting advances from customers in the
ordinary course of business;
	 
	 	     (h)     Indebtedness in respect of taxes, assessments, governmental
charges and claims for labor, materials or supplies, to the extent that
payment thereof is not otherwise required hereunder;
	 
	 	     (i)     Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn
against insufficient funds in the ordinary course of business; provided,
however, that such Indebtedness is extinguished within five Business Days
of incurrence thereof;
	 
	 	     (j)     Support Obligations with respect to Indebtedness permitted under
clauses (a) through (i) of this Section 8.03;
	 
	 	     (k)     Indebtedness of the Foreign Borrower owing to vendors under the
Purchase Agreement incurred in respect of a portion of the purchase price
of Q-One and Satron in connection with the Transaction, which
Indebtedness shall be (i) represented by loan notes of the Foreign
Borrower in favor of the relevant vendors and (ii) in an aggregate
principal amount not to exceed British Pounds Sterling 7,500,000, and
Support Obligations issued to Clydesdale in relation to its payment
guarantee in connection with such loan notes; and
	 
	 	     (l)     other Indebtedness in an aggregate principal amount not to
exceed $2,000,000 at any time outstanding.



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     8.04     Fundamental Changes.


     Merge, dissolve, liquidate, consolidate with or into another Person, or
effect the Disposition of (whether in one transaction or in a series of related
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, other than:



		
	 	     (a)     BioReliance may merge or consolidate with any of its
Subsidiaries (other than the Foreign Borrower) provided that BioReliance
shall be the continuing or surviving corporation;
	 
	 	     (b)     the Foreign Borrower may merge or consolidate with any Foreign
Subsidiary provided that the Foreign Borrower shall be the continuing or
surviving corporation;
	 
	 	     (c)     any Domestic Credit Party (other than BioReliance) may (i) merge
or consolidate with or into any other Domestic Credit Party or (ii)
dispose of all or substantially all of its assets to any other Domestic
Credit Party;
	 
	 	     (d)     any Foreign Credit Party (other than the Foreign Borrower) may
(i) merge or consolidate with or into any other Foreign Credit Party or
(ii) dispose of all or substantially all of its assets to any other
Foreign Credit Party;
	 
	 	     (e)     any Domestic Credit Party (other than BioReliance) may wind up
or dissolve itself so long as it transfers all of its assets to another
Domestic Credit Party prior to or as part of such dissolution or wind up;
	 
	 	     (f)     any Foreign Credit Party (other than the Foreign Borrower) may
wind up or dissolve itself so long as it transfers all of its assets to
another Credit Party prior to or as part of such dissolution or wind up;
	 
	 	     (g)     any Credit Party may merge with any Person that is not a Credit
Party in connection with a Permitted Acquisition, provided that such
Credit Party shall be the continuing or surviving entity; and
	 
	 	     (h)     transactions described on Schedule 8.04.



     8.05     Dispositions.


     Make any Disposition or enter into any agreement to make any Disposition
to or in favor of any Person, except:



		
	 	     (a)     Dispositions of obsolete or worn out property, whether now owned
or hereafter acquired, in the ordinary course of business;
	 
	 	     (b)     Dispositions of inventory in the ordinary course of business;
	 
	 	     (c)     Dispositions of equipment or real property to the extent that
(i) such property is exchanged for credit against the purchase price of
similar replacement property, (ii) the proceeds of such Disposition are
reasonably promptly applied to the purchase price of such replacement
property or (iii) with respect to Dispositions of equipment, such
equipment is no longer used or useful in the conduct of the business of
the Consolidated Group;



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	 	     (d)     Dispositions of property by any Domestic Credit Party to any
other Domestic Credit Party;
	 
	 	     (e)     Dispositions of property by any Foreign Credit Party to any
other Credit Party;




		
	 	     (f)     Dispositions in connection with any transaction permitted under
Section 8.04;
	 
	 	     (g)     Dispositions of property by the Domestic Credit Parties to any
Foreign Credit Party in an aggregate amount not to exceed the sum of
$5,000,000 less the aggregate amount of Investments permitted pursuant to
Section 8.05(g) outstanding at such time; and
	 
	 	     (h)     Dispositions by the Consolidated Group not otherwise permitted
under this Section 8.05, provided that (i) at the time of such
Disposition, no Default or Event of Default shall exist or would result
from such Disposition and (ii) the aggregate book value of all property
Disposed of in reliance on this clause (g) in any fiscal year shall not
exceed $2,000,000;



provided, however, that (A) the consideration paid in connection therewith
shall be cash or Cash Equivalents paid contemporaneously with consummation of
such Disposition (except as otherwise provided with respect to Section
8.05(c)(ii)), (B) any such Disposition shall be for fair market value, (C) such
Disposition shall not involve the sale or other disposition of a minority
equity interest in any Subsidiary (other than a transfer of qualifying director
shares) and (D) such Disposition shall not involve any Disposition of
receivables other than receivables owned by or attributable to other Property
concurrently being disposed of in a transaction otherwise permitted under this
Section 8.05.


     8.06     Restricted Payments.


     Declare or make, directly or indirectly, any Restricted Payment, or incur
any obligation (contingent or otherwise) to do so, except that:



		
	 	     (a)     each Subsidiary may declare and make Restricted Payments to any
Credit Party;
	 
	 	     (b)     BioReliance may declare and make Restricted Payments payable
solely in Capital Stock of such Person;
	 
	 	     (c)     BioReliance and each Subsidiary may issue Capital Stock in
exchange solely for other Capital Stock issued by BioReliance or such
Subsidiary, as applicable; and
	 
	 	     (d)     in the event that the Foreign Borrower is unable to purchase all
of the “E” ordinary shares (the “Residual Shares”) in Q-One as part of
the Transaction, then Q-One may (i) purchase the Residual Shares pursuant
to mandatory minority purchase rights arising under Scottish law or by a
tender or other offer to the holders of the Residual Shares or (ii)
declare and make Restricted Payments to the holders of the Residual
Shares on a pro rata basis based on their relative ownership interests to
ownership interests of the Foreign Borrower (or such other Credit Party
that may own the balance of the share capital in Q-One from time to
time); provided that such Residual Shares shall comprise no more than 3%
of the voting share capital in Q-One.



     8.07     Change in Nature of Business.


     Engage in any material line of business substantially different from those
lines of business conducted by the Consolidated Group on the Closing Date or,
following the consummation of the


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Transaction, on the Initial Funding Date, or in each case any business
substantially related or incidental thereto.


     8.08     Transactions with Affiliates and Insiders.


     Enter into or permit to exist any transaction or series of transactions
with any officer, director or Affiliate of such Person other than (a) advances
of working capital and capital for general corporate purposes to any Credit
Party, (b) transfers of cash and assets to any Credit Party, (c) intercompany
transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04,
Section 8.05 or Section 8.06, (d) normal and reasonable compensation and
reimbursement of expenses of officers and directors and (e) except as otherwise
specifically limited in this Credit Agreement, other transactions that are
entered into in the ordinary course of such Person’s business on terms and
conditions substantially as favorable to such Person as would be obtainable by
it in a comparable arms-length transaction with a Person other than an officer,
director or Affiliate.


     8.09     Prepayment of Other Funded Debt.


     Make any voluntary prepayment, redemption, defeasance or acquisition for
value of (including, by way of deposit of money or securities with a trustee
with respect thereto before due for the purpose of paying when due), amend
scheduled amortization payments owing to accelerate payment or otherwise
shorten the average life to maturity of or refund, refinance or exchange any
Funded Debt for Funded Debt with a shorter average life to maturity (other than
Funded Debt pursuant to the Credit Documents and Funded Debt required to be
prepaid pursuant to the terms hereof).


     8.10     No Further Negative Pledges.


     Enter into any Contractual Obligation (other than this Credit Agreement
and the other Credit Documents) that (a) limits the ability (i) of any
Subsidiary to make Restricted Payments to BioReliance or any other Credit Party
or to otherwise transfer property to BioReliance or any other Credit Party,
(ii) of any Subsidiary to guarantee the Indebtedness of BioReliance or any
other Credit Party or (iii) of BioReliance or any Subsidiary to create, incur,
assume or suffer to exist Liens on property of such Person; provided, however,
that this clause (iii) shall not prohibit any negative pledge incurred or
provided in favor of (A) any holder of Indebtedness permitted under Section
8.03(e) solely to the extent any such negative pledge relates to the property
financed by or the subject of such Indebtedness or (B) any bank (including,
without limitation, Clydesdale) that holds the benefit of a Lien described in
Section 8.01(m) or (n) solely to the extent any such negative pledge relates to
the property subject to such Lien; or (b) requires the grant of a Lien to
secure an obligation of such Person if a Lien is granted to secure another
obligation of such Person.


     8.11     Margin Stock.


     Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose.


     8.12     Financial Covenants.


     (a)       Consolidated Net Worth. Permit Consolidated Net Worth at any time to
be less than the sum of (i) 85% of Consolidated Net Worth of the Consolidated
Group as of the Initial Funding Date (after giving pro forma effect to the
Transaction), plus (ii) as of the end of each fiscal quarter of BioReliance,


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commencing with the fiscal quarter ending December 31, 2003, an amount
equal to 75% of Consolidated Net Income (but not less than zero) for such
fiscal quarter, such increases to be cumulative, plus an amount equal to 100%
of the Net Cash Proceeds from all Equity Transactions occurring after the
Closing Date.


     (b)       Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio
as of the end of any fiscal quarter of BioReliance set forth below to be
greater than 2.50:1.0.


     (c)       Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated
Fixed Charge Coverage Ratio as of the end of any fiscal quarter of BioReliance
to be less than 1.25:1.0.


     8.13     Organization Documents; Fiscal Year; Legal Name, State of Formation
and Form of Entity.


     (a)       Amend, modify or change its Organization Documents in a manner
materially adverse to the Lenders.


     (b)       Change its fiscal year (other than any change by a Subsidiary to match
its fiscal year with that of BioReliance) without (i) providing thirty days
prior written notice to the Administrative Agent and (ii) reaching agreement
with the Administrative Agent and the Required Lenders concerning any
adjustments to the financial covenants or calculation thereof determined to be
reasonably necessary by the Administrative Agent in connection with such
change.


     (c)       Without providing thirty days prior written notice to the
Administrative Agent, change its name, state of formation or form of
organization.


     8.14     Ownership of Subsidiaries.


     Notwithstanding any other provisions of this Credit Agreement to the
contrary, (i) permit any Person (other than BioReliance or any Wholly Owned
Subsidiary of BioReliance) to own any Capital Stock of any Subsidiary of
BioReliance, except (a) to qualify directors where required by applicable Law
or to satisfy other requirements of applicable Law with respect to the
ownership of Capital Stock of Foreign Subsidiaries and to employees of the
Consolidated Group in connection with employee stock option plans and
agreements permitted hereunder, (b) permit any Subsidiary of BioReliance to
issue or have outstanding any shares of preferred Capital Stock or (c) create,
incur, assume or suffer to exist any Lien on any Capital Stock of any
Subsidiary of BioReliance, except for Permitted Liens or options to employees
of the Consolidated Group in connection with employee stock option plans or
agreements permitted hereunder.


     8.15     Sale and Leaseback Transactions.


     Enter into any Sale and Leaseback Transaction.


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ARTICLE IX


EVENTS OF DEFAULT AND REMEDIES


     9.01     Events of Default.


     Any of the following shall constitute an Event of Default:



		
	 	     (a)     Non-Payment. BioReliance or any other Credit Party fails to pay
(i) when and as required to be paid herein, any amount of principal of
any Loan or any L/C Obligation, or (ii) within three days after the same
becomes due, any interest on any Loan or on any L/C Obligation, or any
commitment or other fee due hereunder, or (iii) within five days after
the same becomes due, any other amount payable hereunder or under any
other Credit Document; or
	 
	 	     (b)     Specific Covenants. BioReliance or any other Credit Party fails
to perform or observe any term, covenant or agreement contained in any of
Section 7.01, 7.02(a), 7.03, 7.05, 7.10, 7.11, 7.12, 7.16 or 7.18 or
Article VIII; or
	 
	 	     (c)     Other Defaults. BioReliance or any other Credit Party fails to
perform or observe any other covenant or agreement (not specified in
subsection (a) or (b) above) contained in any Credit Document on its part
to be performed or observed and such failure continues for thirty days;
or
	 
	 	     (d)     Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of
BioReliance or any other Credit Party herein, in any other Credit
Document, or in any document delivered in connection herewith or
therewith shall be false or misleading when made or deemed made; or
	 
	 	     (e)     Cross-Default. (i) Any member of the Consolidated Group (A)
fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) in respect of
any Indebtedness or Support Obligations (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate
principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $1,000,000 (provided, however, that if
in any such case the aggregate principal amount then owing is less than
$1,000,000, but the aggregate principal amount then owing when taken
together with undrawn commitments or available amounts relating thereto
is greater than $1,000,000, then any such failure to make payment when
due shall remain unremedied and uncured for a period of thirty days), or
(B) fails to observe or perform any other agreement or condition relating
to any such Indebtedness or Support Obligations (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate
principal amount (including undrawn committed or available amount and
including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $1,000,000 or contained in any
instrument or agreement evidencing, securing or relating thereto, or any
other event occurs, the effect of which default or other event is to
cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Support Obligations (or a trustee or
agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer
to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Support Obligations to become
payable or cash collateral in respect thereof to be demanded (provided,
however, that if in any



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	 	such case the aggregate principal amount of any such Indebtedness or
Support Obligations then owing is less than $1,000,000, but the aggregate
principal amount then owing when taken together with undrawn commitments
or available amounts relating thereto is greater than $1,000,000, then
any such failure to observe or perform such other agreements or
conditions shall remain unremedied and uncured for a period of thirty
days); or (ii) there occurs under any Swap Contract an Early Termination
Date (as defined in such Swap Contract) resulting from (A) any event of
default under such Swap Contract as to which BioReliance or any
Subsidiary is the Defaulting Party (as defined in such Swap Contract) or
(B) any Termination Event (as so defined) under such Swap Contract as to
which BioReliance or any Subsidiary is an Affected Party (as so defined)
and, in either event, the Swap Termination Value owed by BioReliance or
such Subsidiary as a result thereof is greater than $1,000,000; or
	 
	 	     (f)     Insolvency Proceedings, Etc. Any member of the Consolidated
Group institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of
creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for it or for all or any material part of its property; or any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for sixty
calendar days; or any proceeding under any Debtor Relief Law relating to
any such Person or to all or any material part of its property is
instituted without the consent of such Person and continues undismissed
or unstayed for sixty calendar days, or an order for relief is entered in
any such proceeding; or
	 
	 	     (g)     Inability to Pay Debts; Attachment. (i) Any member of the
Consolidated Group becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or
warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and
is not released, vacated or fully bonded within forty-five days after its
issue or levy; or
	 
	 	     (h)     Judgments. There is entered against any member of the
Consolidated Group (i) a final judgment or order for the payment of money
in an aggregate amount exceeding $1,000,000 (to the extent not covered by
independent third-party insurance as to which the insurer does not
dispute coverage), or (ii) any one or more non-monetary final judgments
that have, or would reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect and, in either case, (A)
enforcement proceedings are commenced by any creditor upon such judgment
or order, or (B) there is a period of thirty consecutive days during
which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or
	 
	 	     (i)     ERISA. (i) An ERISA Event occurs with respect to a Pension Plan
or Multiemployer Plan that has resulted or would reasonably be expected
to result in liability of a Credit Party under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
excess of $1,000,000, or (ii) a Credit Party or any ERISA Affiliate fails
to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to any withdrawal liability under
Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount
in excess of $1,000,000; or
	 
	 	     (j)     Invalidity of Credit Documents. Any Credit Document (other than
a Request for Credit Extension or a Compliance Certificate), at any time
after its execution and delivery and for any reason other than as
expressly permitted hereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Credit Party
or any other Person contests in any manner the validity or enforceability
of any Credit Document (other than a Request for



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	 	Credit Extension or a Compliance Certificate); or any Credit Party
denies that it has any or further liability or obligation under any
Credit Document (other than a Request for Credit Extension or a
Compliance Certificate), or purports to revoke, terminate or rescind any
Credit Document (other than a Request for Credit Extension or a
Compliance Certificate); or
	 
	 	     (k)     Change of Control. There occurs any Change of Control.



     9.02     Remedies Upon Event of Default.


     If any Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:



		
	 	     (a)     declare the commitments of the Lenders to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such commitments and obligation shall be
terminated;
	 
	 	     (b)     declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Credit Document to be immediately
due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by BioReliance;
	 
	 	     (c)     require that BioReliance Cash Collateralize the L/C Obligations
(in an amount equal to the then Outstanding Amount thereof); and
	 
	 	     (d)     exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Credit Documents or
applicable Law;



provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to an event under Section 9.01(f) or (g)(ii), the
obligation of each Lender to make Loans and any obligation of the L/C Issuer to
make L/C Credit Extensions shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable, and the obligation of BioReliance
to Cash Collateralize the L/C Obligations as aforesaid shall automatically
become effective, in each case without further act of the Administrative Agent
or any Lender.


     9.03     Application of Funds.


     After the exercise of remedies provided for in Section 9.02 (or after the
Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 9.02):



		
	 	     (a)     any amounts received on account of the Obligations (other than
the Foreign Obligations) shall be applied in the following order:




		
	 	     First, to payment of that portion of the Obligations
constituting fees, indemnities, expenses and other amounts
(including Attorney Costs and amounts payable under Article III)
payable to the Administrative Agent and/or the Security Trustee, in
each case its capacity as such;
	 
	 	     Second, to payment of that portion of the Obligations
constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders



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	 	(including Attorney Costs and amounts payable under Article
III), ratably among them in proportion to the amounts described in
this clause Second payable to them;




		
	 	     Third, to payment of that portion of the Obligations
constituting accrued and unpaid interest on the Loans and L/C
Borrowings, ratably among the Lenders in proportion to the
respective amounts described in this clause Third payable to them;
	 
	 	     Fourth, to (a) payment of that portion of the Obligations
constituting unpaid principal of the Loans and L/C Borrowings, (b)
payment of breakage, termination or other amounts owing in respect
of any Swap Contract between any Credit Party and any Lender, or
any Affiliate of a Lender, to the extent such Swap Contract is
permitted hereunder and (c) the Administrative Agent for the
account of the L/C Issuer, to Cash Collateralize that portion of
the L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit, ratably among such parties in proportion to the
respective amounts described in this clause Fourth payable to them;
	 
	 	     Last, the balance, if any, after all of the Obligations have
been indefeasibly paid in full, to BioReliance or as otherwise
required by Law;
	 
	 	     provided that, subject to Section 2.03, amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fourth above shall be applied to satisfy
drawings under such Letters of Credit as they occur. If any amount
remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set
forth above; and




		
	 	     (b)     any amounts received on account of the Foreign Obligations
shall be applied in the following order:




		
	 	     First, to payment of that portion of the Foreign Obligations
constituting fees, indemnities, expenses and other amounts
(including Attorney Costs and amounts payable under Article III)
payable to the Administrative Agent and/or the Security Trustee, in
each case in its capacity as such;
	 
	 	     Second, to payment of that portion of the Foreign Obligations
constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including Attorney
Costs and amounts payable under Article III), ratably among them in
proportion to the amounts described in this clause Second payable
to them;
	 
	 	     Third, to payment of that portion of the Foreign Obligations
constituting accrued and unpaid interest on the Loans, ratably
among the Lenders in proportion to the respective amounts described
in this clause Third payable to them;
	 
	 	     Fourth, to payment of that portion of the Foreign Obligations
constituting unpaid principal of the Loans, ratably among such
parties in proportion to the respective amounts described in this
clause Fourth payable to them;
	 
	 	     Last, the balance, if any, after all of the Foreign
Obligations have been indefeasibly paid in full, to the Foreign
Borrower or as otherwise required by Law.



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ARTICLE X


ADMINISTRATIVE AGENT, SECURITY TRUSTEE AND L/C ISSUER


     10.01     Appointment and Authorization.


     (a) 
      Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Credit Agreement and each other Credit Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of
this Credit Agreement or any other Credit Document, together with such powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary contained elsewhere herein or in any other Credit Document, the
Administrative Agent shall not have any duties or responsibilities, except
those expressly set forth herein, nor shall the Administrative Agent have or be
deemed to have any fiduciary relationship with any Lender or participant, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Credit Agreement or any other Credit
Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term “agent” herein
and in the other Credit Documents with reference to the Administrative Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is
used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting parties.


     (b)       Each Lender hereby irrevocably appoints, designates and authorizes the
Security Trustee to take such action on its behalf under the provisions of this
Credit Agreement and each other Credit Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Credit Agreement or any other Credit Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Credit Document, the Security
Trustee shall not have any duties or responsibilities, except those expressly
set forth herein. The Security Trustee shall act on behalf of the Finance
Parties with respect to any Collateral Documents entered and delivered by any
Foreign Credit Party (and any Collateral identified therein), and the Security
Trustee shall have all of the benefits, indemnities and immunities (i) provided
to the Administrative Agent in this Credit Agreement with respect to any acts
taken or omissions suffered by the Security Trustee as fully as if the term
“Administrative Agent” as used herein included the Security Trustee with
respect to such acts or omissions and (ii) as additionally provided herein with
respect to the Security Trustee.


     (c)       The L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the
L/C Issuer shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article X with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and the applications and agreements
for letters of credit pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in this Article X and in the definition of
“Agent-Related Person” included the L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the L/C
Issuer.


     10.02     Delegation of Duties.


     The Administrative Agent may execute any of its duties under this Credit
Agreement or any other Credit Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The


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Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.


     10.03     Liability.


     No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Credit
Agreement or any other Credit Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct in connection with
its duties expressly set forth herein), or (b) be responsible in any manner to
any Lender or participant for any recital, statement, representation or
warranty made by any Credit Party or any officer thereof, contained herein or
in any other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Credit Agreement or any other Credit
Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Credit Agreement or any other Credit Document, or for any
failure of any Credit Party or any other party to any Credit Document to
perform its obligations hereunder or thereunder. No Agent-Related Person shall
be under any obligation to any Lender or participant to ascertain or to inquire
as to the observance or performance of any of the agreements contained in, or
conditions of, this Credit Agreement or any other Credit Document, or to
inspect the properties, books or records of any Credit Party or any Affiliate
thereof.


     10.04     Reliance.


     The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to any Credit Party),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to
take any action under any Credit Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if
it so requests, it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Credit Agreement or any other Credit Document in accordance
with a request or consent of the Required Lenders (or such greater number of
Lenders as may be expressly required hereby in any instance) and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders.


     10.05     Notice of Default.


     The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the
Administrative Agent for the account of the Lenders, unless the Administrative
Agent shall have received written notice from a Lender or the Borrowers
referring to this Credit Agreement, describing such Default and stating that
such notice is a “notice of default.” The Administrative Agent will notify the
Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default as may be directed by the Required
Lenders in accordance with Article IX; provided, however, that unless and until
the Administrative Agent has received any such direction, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default as it shall deem advisable or
in the best interest of the Lenders.


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     10.06     Credit Decision; Disclosure of Information.


     Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Credit Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Credit Parties and their respective Subsidiaries, and
all applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Credit
Agreement and to extend credit to the Borrowers hereunder. Each Lender also
represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Credit
Agreement and the other Credit Documents, and to make such investigations as it
deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrowers
and the other Credit Parties. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent
herein, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the
business, prospects, operations, property, financial and other condition or
creditworthiness of any of the Credit Parties or any of their respective
Affiliates that may come into the possession of any Agent-Related Person.


     10.07     Indemnification.


     Whether or not the transactions contemplated hereby are consummated, the
Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not reimbursed by or on behalf of any Credit Party and without limiting the
obligation of any Credit Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a
court of competent jurisdiction to have resulted from such Agent-Related
Person’s own gross negligence or willful misconduct; provided, however, that no
action taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of
this Section. Without limitation of the foregoing, each Lender shall reimburse
the Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Credit Agreement, any other Credit
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrowers. The undertaking in this Section shall survive
termination of the Commitments, the payment of all other Obligations and the
resignation of the Administrative Agent.


     10.08     Individual Capacity.


     Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with each of the Credit Parties and their
respective


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Affiliates as though Bank of America were not the Administrative Agent,
the Security Trustee or the L/C Issuer hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
any Credit Party or its Affiliates (including information that may be subject
to confidentiality obligations in favor of such Credit Party or such Affiliate)
and acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, Bank of America
shall have the same rights and powers under this Credit Agreement as any other
Lender and may exercise such rights and powers as though it were not the
Administrative Agent, Security Trustee or the L/C Issuer, and the terms
“Lender” and “Lenders” include Bank of America in its individual capacity.


     10.09     Successors.


     The Administrative Agent may resign as Administrative Agent upon thirty
days’ notice to the Lenders; provided that any such resignation by Bank of
America shall also constitute its resignation as Security Trustee and L/C
Issuer. If the Administrative Agent resigns under this Credit Agreement, the
Required Lenders shall appoint from among the Lenders a successor
administrative agent and a successor security trustee for the Lenders (with the
consent of such appointee), which successor(s) shall be consented to by the
Borrowers at all times other than during the existence of an Event of Default
(which consent of the Borrowers shall not be unreasonably withheld or delayed).
If no successor is appointed prior to the effective date of the resignation of
the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrowers, a successor administrative agent
and a successor security trustee from among the Lenders (with the consent of
such appointee). Upon the acceptance of appointment as successor
administrative agent hereunder, the Person acting as successor administrative
agent shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and L/C Issuer and the respective terms “Administrative
Agent” and “L/C Issuer” shall mean such successor administrative agent and
Letter of Credit issuer, and the retiring Administrative Agent’s appointment,
powers and duties in such capacities shall be terminated without any other
further act or deed on its behalf. Upon the acceptance of appointment as
successor security trustee hereunder, the Person acting as successor security
trustee shall succeed to all the rights, powers and duties of the retiring
Security Trustee and the term “Security Trustee” shall mean such successor
security trustee, and the retiring Security Trustee’s appointment, powers and
duties in such capacity shall be terminated without any other further act or
deed on its behalf. After any retiring Administrative Agent’s resignation
hereunder as Administrative Agent and Security Trustee, the provisions of this
Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
and Security Trustee under this Credit Agreement. In addition, the resigning
L/C Issuer shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(d)). If no
successor(s) have accepted appointment as Administrative Agent and Security
Trustee by the date thirty days following a retiring Administrative Agent’s
notice of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of
the duties of the Administrative Agent and Security Trustee hereunder until
such time, if any, as the Required Lenders appoint successor(s) as provided
above.


     10.10     Administrative Agent May File Proofs of Claim.


     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Credit Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the


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Administrative Agent shall have made any demand on the Borrowers) shall be
entitled and empowered, by intervention in such proceeding or otherwise:



		
	 	     (a)     to file and prove a claim for the whole amount of the principal
and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the
claims of the Lenders and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of
the Lenders and the Administrative Agent and their respective agents and
counsel (including Attorney Costs) and all other amounts due the Lenders
and the Administrative Agent under Sections 2.08 and 11.04) allowed in
such judicial proceeding; and
	 
	 	     (b)     to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel (including Attorney Costs), and
any other amounts due the Administrative Agent under Sections 2.08 and 11.04.


     Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or to authorize the Administrative
Agent to vote in respect of the claim of any Lender in any such proceeding.


     10.11     Collateral and Guaranty Matters.


     The Lenders irrevocably authorize the Administrative Agent, at its option
and in its discretion, to do any of the following or to authorize the Security
Trustee to do any of the following, as applicable:



		
	 	     (a)     to release any Lien on any Property granted to or held by the
Administrative Agent or the Security Trustee under any Credit Document
(i) upon termination of the Aggregate Revolving Commitments and payment
in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit,
(ii) that is transferred or to be transferred as part of or in connection
with any Disposition or Investment in any Person other than a Credit
Party permitted hereunder or under any other Credit Document or any
Involuntary Disposition, or (iii) as approved in accordance with Section
11.01;
	 
	 	     (b)     to subordinate any Lien on any Property granted to or held by
the Administrative Agent or the Security Trustee under any Credit
Document to the holder of any Lien on such Property that is permitted by
Section 8.01(j); and
	 
	 	     (c)     to release any Guarantor from its obligations under the Guaranty
if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.



Upon request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the authority of the Administrative Agent or, as applicable,
the Security Trustee, to release or subordinate its


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interest in particular types or items of Property, or to release any Guarantor
from its obligations under the Guaranty, pursuant to this Section 10.11.


     10.12     Security Trust Provisions.


     Each Credit Party, each Lender, the L/C Issuer and each Agent-Related
Person acknowledges and agrees to the provisions set forth in Schedule 10.12
with respect to any Collateral Document executed and delivered by any Foreign
Credit Party that transfers, mortgages, charges, assigns and/or vests, with
respect to any Collateral identified therein, assets and rights in or to the
Security Trustee.


     10.13     Other Agents; Arrangers and Managers.


     None of the Lenders or other Persons identified on the facing page or
signature pages of this Credit Agreement as a “syndication agent,”
“documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,”
“lead arranger” or “co-arranger” shall have any right, power, obligation,
liability, responsibility or duty under this Credit Agreement other than, in
the case of such Lenders, those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders or other Persons so identified
shall have or be deemed to have any fiduciary relationship with any Lender.
Each Lender acknowledges that it has not relied, and will not rely, on any of
the Lenders or other Persons so identified in deciding to enter into this
Credit Agreement or in taking or not taking action hereunder.


ARTICLE XI


MISCELLANEOUS


     11.01     Amendments, Etc.


     No amendment or waiver of, or any consent to deviation from, any provision
of this Credit Agreement or any other Credit Document, shall be effective
unless consented to in writing by the Borrowers and the Required Lenders and
acknowledged by the Administrative Agent, and each such amendment, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall:



		
	 	     (a)     unless also consented to in writing by each Lender directly
affected thereby:




		
	 	     (i)     extend or increase the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 9.02)
without the written consent of such Lender (it being understood and
agreed that a waiver of any condition precedent set forth in
Section 5.03 or of any Default or Event of Default or a mandatory
reduction in Commitments is not considered an extension or increase
in Commitments of any Lender);
	 
	 	     (ii)     postpone any date fixed by this Credit Agreement or any
other Credit Document for any payment of principal (excluding
mandatory prepayments), interest, fees or other amounts due to the
Lenders (or any of them) hereunder or under any other Credit
Document without the written consent of each Lender directly
affected thereby;
	 
	 	     (iii)     reduce the principal of, or the rate of interest
specified herein on, any Loan or L/C Borrowing, or any fees or
other amounts payable hereunder or under any other Credit Document
without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required
Lenders shall be



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	 	necessary to amend the definition of “Default Rate” or to
waive any obligation of the Borrowers to pay interest at the
Default Rate;




		
	 	     (iv)     change Section 2.12 or Section 9.03 in a manner that
would alter the pro rata sharing of payments required thereby
without the written consent of each Lender directly affected
thereby;
	 
	 	     (v)     change any provision of this Section 11.01(a) or the
definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend,
waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder without the written
consent of each Lender directly affected thereby;
	 
	 	     (vi)     except in connection with a Disposition permitted under
Section 8.05, release all or substantially all of the Collateral
without the written consent of each Lender directly affected
thereby; or
	 
	 	     (vii)     release either Borrower or, except in connection with a
merger or consolidation permitted under Section 8.04 or a
Disposition permitted under Section 8.05, all or substantially all
of the Guarantors, from its or their obligations under the Credit
Documents without the written consent of each Lender directly
affected thereby;




		
	 	     (b)     unless also consented to in writing by Lenders holding in the
aggregate more than 50% of the Revolving Commitments (or if the Revolving
Commitments have been terminated or have expired, Lenders having more
than 50% of the Outstanding Amount of Revolving Loans, L/C Obligations
and participations therein), (i) waive any Default or Event of Default
for purposes of Section 5.03, (ii) amend the manner of application of a
mandatory prepayment to Revolving Loans and L/C Obligations under Section
2.04(c), (iii) amend or waive the provisions of Section 5.03, Section
7.12, Section 7.13, Article VIII, Article IX or this Section 11.01(b);
	 
	 	     (c)     unless also consented to in writing by Lenders holding in the
aggregate more than 50% of the Outstanding Amount of the Domestic Term
Loan, (i) amend the manner of application of any voluntary prepayment or
mandatory prepayment to the Domestic Term Loan under Section 2.04(a) or
(c), or (ii) amend or waive the provisions of this Section 11.01(c);
	 
	 	     (d)     unless also consented to in writing by Lenders holding in the
aggregate more than 50% of the Outstanding Amount of the Foreign Term
Loan, (i) amend the manner of application of any voluntary prepayment or
mandatory prepayment to the Foreign Term Loan under Section 2.04(a) or
(c), or (ii) amend or waive the provisions of this Section 11.01(d);



and, provided further, that (i) no amendment, waiver or consent shall, unless
also consented to in writing by the L/C Issuer, affect the rights or duties of
the L/C Issuer under this Credit Agreement or any Letter of Credit Application
relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless also consented to in writing by the
Security Trustee, affect the rights or duties of the Security Trustee under
this Credit Agreement or any other Credit Document; (iii) no amendment, waiver
or consent shall, unless also consented to in writing by the Administrative
Agent, affect the rights or duties of the Administrative Agent under this
Credit Agreement or any other Credit Document; and (iv) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent


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hereunder, except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender.


Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (A) each Lender is entitled to vote
as such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth
herein and (B) the Required Lenders shall determine whether or not to allow a
Credit Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding and such determination shall be binding on all of the
Lenders.


     11.02     Notices and Other Communications; Facsimile Copies.


     (a)       General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission). All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or (subject to subsection
(c) below) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:



		
	 	     (i)     if to the Borrowers, the Administrative Agent, the Security
Trustee or the L/C Issuer, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule
11.02 or to such other address, facsimile number, electronic mail address
or telephone number as shall be designated by such party in a notice to
the other parties; and
	 
	 	     (ii)     if to any other Lender, to the address, facsimile number,
electronic mail address or telephone number specified in its
Administrative Questionnaire or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by
such party in a notice to the Borrowers, the Administrative Agent,
Security Trustee and the L/C Issuer.



     All such notices and other communications shall be deemed to be given,
made or received upon the earlier to occur of (i) actual receipt by the
relevant party hereto and (ii) (A) if delivered by hand or by courier, when
signed for by or on behalf of the relevant party hereto; (B) if delivered by
mail, four Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone;
and (D) if delivered by electronic mail (which form of delivery is subject to
the provisions of subsection (c) below), when delivered; provided, however,
that notices and other communications to the Administrative Agent and the L/C
Issuer pursuant to Article II shall not be effective until actually received by
such Person. In no event shall a voicemail message be effective as a notice,
communication or confirmation hereunder.


     (b)       Effectiveness of Facsimile Documents and Signatures. Credit Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually signed originals and shall be binding on all Credit
Parties, the Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and signatures be confirmed by a
manually signed original thereof; provided, however, that the failure to
request or deliver the same shall not limit the effectiveness of any facsimile
document or signature.


     (c)       Limited Use of Electronic Mail. With respect to the Credit Documents,
electronic mail and internet and intranet websites may be used only to
distribute routine communications, such as


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financial statements and other information as provided in Section 7.02,
and to distribute Credit Documents for execution by the parties thereto, and
may not be used for any other purpose.


     (d)       Reliance. The Administrative Agent, the Security Trustee, the L/C
Issuer and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notices) purportedly given by or on behalf of the
Borrowers even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrowers shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrowers; provided that such
indemnity shall not be available to the extent such losses, costs, expenses and
liabilities resulted from the gross negligence or willful misconduct of such
Agent-Related Person or Lender. All telephonic notices to and other
communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.


     11.03     No Waiver; Cumulative Remedies.


     No failure by any Lender or the Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by Law.


     11.04     Attorney Costs, Expenses and Taxes.


     BioReliance agrees (a) to pay or reimburse the Administrative Agent for
all reasonable costs and expenses incurred in connection with the development,
preparation, negotiation and execution of this Credit Agreement and the other
Credit Documents, the preservation of any rights or remedies under this Credit
Agreement and the other Credit Documents, and any amendment, waiver, consent or
other modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs and costs and expenses in connection with
the use of Intralinks, Inc. or other similar information transmission systems
in connection with this Credit Agreement, and (b) to pay or reimburse the
Administrative Agent and each Lender for all reasonable costs and expenses
incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Credit Agreement or the other
Credit Documents (including all such costs and expenses incurred during any
“workout” or restructuring in respect of the Obligations and during any legal
proceeding, including any proceeding under any Debtor Relief Law), including
all Attorney Costs. The foregoing costs and expenses shall include all
reasonable search, filing, recording, title insurance and appraisal charges and
fees and taxes related thereto, and other out-of-pocket expenses incurred by
the Administrative Agent and the cost of independent public accountants and
other outside experts retained by the Administrative Agent or any Lender. All
amounts due under this Section 11.04 shall be payable within ten Business Days
after demand therefor. The agreements in this Section shall survive the
termination of the Aggregate Commitments and repayment of all other
Obligations.


     11.05     Indemnification by the Borrowers.


     Whether or not the transactions contemplated hereby are consummated, the
Borrowers agree to indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates,


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directors, officers, employees, counsel, agents, trustees, advisors and
attorneys-in-fact (collectively the “Indemnitees”) from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever (subject to the provisions of Sections 3.01
and 11.15 with respect to Taxes and Other Taxes) that may at any time be
imposed on, incurred by or asserted against any such Indemnitee (whether by a
Credit Party or any other Person) in any way relating to or arising out of or
in connection with (a) the execution, delivery, enforcement, performance or
administration of any Credit Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby
or the consummation of the transactions contemplated thereby, (b) any
Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the L/C Issuer to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),
(c) any actual or alleged presence or release of Hazardous Materials on or from
any property currently or formerly owned or operated by the Borrowers, any
Subsidiary or any other Credit Party, or any Environmental Liability related in
any way to the Borrowers, any Subsidiary or any other Credit Party, or (d) any
actual or threatened claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or
threatened claim, investigation, litigation or proceeding) and regardless of
whether any Indemnitee is a party thereto (all the foregoing, collectively, the
“Indemnified Liabilities”); provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee. No Indemnitee shall be liable for
any damages arising from the use by others of any information or other
materials obtained through IntraLinks or other similar information transmission
systems in connection with this Credit Agreement, nor shall any Indemnitee have
any liability for any indirect or consequential damages relating to this Credit
Agreement or any other Credit Document or arising out of its activities in
connection herewith or therewith (whether before or after the Closing Date).
All amounts due under this Section 11.05 shall be payable within ten Business
Days after demand therefor. The agreements in this Section shall survive the
resignation of the Administrative Agent, the assignment of its interests and
obligations by any Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all the other Obligations.


     11.06     Payments Set Aside.


     To the extent that any payment by or on behalf of any Credit Party is made
to the Administrative Agent or any Lender, or the Administrative Agent or any
Lender exercises its right of set-off, and such payment or the proceeds of such
set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such set-off had not occurred,
and (b) each Lender severally agrees to pay to the Administrative Agent upon
demand its applicable share of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate
from time to time in effect.


     11.07     Successors and Assigns.


     (a)       The provisions of this Credit Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrowers


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may not assign or otherwise transfer any of their respective rights or
obligations hereunder without the prior written consent of each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of subsection
(f) of this Section (and any other attempted assignment or transfer by any
party hereto shall be null and void). Nothing in this Credit Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to
the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Credit Agreement.


     (b)       Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Credit Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations) at the time
owing to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender’s Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund (as defined in subsection (h) of this
Section) with respect to a Lender, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) subject to each
such assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the
Borrowers otherwise consent (each such consent not to be unreasonably withheld
or delayed); (ii) each assignment of a Lender’s interests, rights and
obligations hereunder shall be made as an assignment of a proportionate part of
all of such assigning Lender’s interests, rights and obligations; (iii) any
assignment must be approved by the Administrative Agent and any assignment of a
Revolving Commitment must be approved by the L/C Issuer, in each case unless
the Person that is the proposed assignee is itself a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee); and (iv)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500. Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Assumption, the Eligible
Assignee thereunder shall be a party to this Credit Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Credit Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Credit Agreement (and, in the case of an Assignment and Assumption covering all
of the assigning Lender’s rights and obligations under this Credit Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled
to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to
facts and circumstances occurring prior to the effective date of such
assignment). Upon request, the applicable Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender. Any assignment or transfer
by a Lender of rights or obligations under this Credit Agreement that does not
comply with this subsection shall be treated for purposes of this Credit
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.


     (c)       The Administrative Agent, acting solely for this purpose as an agent
of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, and the


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Borrowers, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Credit Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by the Borrowers
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.


     (d)       Any Lender may at any time, without the consent of, or notice to, the
Borrowers or the Administrative Agent, sell participations to any Person (other
than a natural person or the Borrowers or any of the Borrowers’ Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Credit Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations) owing to it); provided that (i) such
Lender’s obligations under this Credit Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Credit Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Credit Agreement and to approve any amendment, modification or
waiver of any provision of this Credit Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification that extends
the time for, reduces the amount or alters the application of proceeds with
respect to such obligations and payments required therein that directly affects
such Participant. Subject to subsection (e) of this Section, the Borrowers
agree that each Participant shall, subject to clause (e) below, be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b)
of this Section. To the extent permitted by Law, each Participant also shall
be entitled to the benefits of Section 11.09 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.12 as though it
were a Lender.


     (e)       A Participant shall not be entitled to receive any greater payment
under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrowers’ prior written consent. With respect to the Revolving Commitment or
the Domestic Term Loan, a Participant that would be a Foreign Lender if it were
a Lender shall not be entitled to the benefits of Section 3.01 unless
BioReliance is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of BioReliance, to comply with and be bound
by Section 11.15 as though it were a Lender. With respect to the Foreign Term
Loan, a Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of Section 3.01 unless the Foreign Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Foreign Borrower, to comply with and be bound by
Section 11.15 as though it were a Lender.


     (f)       Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Credit Agreement (including under its
Note, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.


     (g)       Notwithstanding anything to the contrary contained herein, any Lender
that is a Fund may (without notice to or the consent of any of the parties
hereto) create a security interest in all or any portion of the Loans owing to
it and the Note, if any, held by it to the trustee for holders of obligations
owed, or securities issued, by such Fund as security for such obligations or
securities, provided that unless and until such trustee actually becomes a
Lender in compliance with the other provisions of this Section 11.07, (i) no
such pledge shall release the pledging Lender from any of its obligations under
the Credit


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Documents and (ii) such trustee shall not be entitled to exercise any of the
rights of a Lender under the Credit Documents even though such trustee may have
acquired ownership rights with respect to the pledged interest through
foreclosure or otherwise.


     (h)       As used herein, the following terms have the following meanings:



		
	 	     “Approved Fund” means any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.
	 
	 	     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a
Lender; (c) an Approved Fund; and (d) any other Person (other than a
natural person) approved in writing by (i) the Administrative Agent and
(ii) unless an Event of Default has occurred and is continuing, the
Borrowers (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, “Eligible
Assignee” shall not include the Borrower or any of the Borrowers’
Affiliates or Subsidiaries.
	 
	 	     “Fund” means any Person (other than a natural person) that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course
of its business.



     (i)       Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, upon thirty days’ notice to the
Borrowers and the Lenders, resign as L/C Issuer. In the event of any such
resignation as L/C Issuer, the Borrowers shall be entitled to appoint from
among the Lenders (with the consent of such appointee) a successor L/C Issuer
hereunder; provided, however, that no failure by the Borrowers to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer.
If Bank of America resigns as L/C Issuer, it shall retain all the rights and
obligations of the L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as L/C Issuer and all
L/C Obligations with respect thereto (including the right to require the
Lenders to make Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.03(d)).


     11.08     Confidentiality.


     Each of the Administrative Agent, the Security Trustee and the Lenders
agrees to maintain the confidentiality of Confidential Information, except that
Confidential Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Confidential Information and instructed to keep such Confidential Information
confidential); (b) to the extent requested by any regulatory authority; (c) to
the extent required by applicable Law or regulations or by any subpoena or
similar legal process; (d) to any other party to this Credit Agreement; (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Credit Agreement or the enforcement of rights
hereunder; (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any Eligible Assignee of or Participant
in, or any prospective Eligible Assignee of or Participant in, any of its
rights or obligations under this Credit Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty’s or prospective counterparty’s professional advisor)
to any credit derivative transaction relating to obligations of the Credit
Parties; (g) with the consent of BioReliance or any other Credit Party; (h) to
the extent such Confidential Information (i) becomes publicly available other
than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, the Security Trustee or any Lender on a nonconfidential
basis from a source


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other than the Borrower; (i) to the National Association of Insurance
Commissioners or any other similar organization; or (j) to any nationally
recognized rating agency that requires access to a Lender’s or an Affiliate’s
investment portfolio in connection with ratings issued with respect to such
Lender or Affiliate. In addition, the Administrative Agent, the Security
Trustee and the Lenders may disclose the existence of this Credit Agreement and
information about this Credit Agreement to market data collectors, similar
service providers to the lending industry, and service providers to the
Administrative Agent, the Security Trustee and the Lenders in connection with
the administration and management of this Credit Agreement, the other Credit
Documents, the Commitments, and the Credit Extensions. Any Person required to
maintain the confidentiality of Confidential Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Confidential Information as such Person would accord to
its own confidential information. For the purposes of this Section,
“Confidential Information” means all information received from any Credit Party
relating to any Credit Party or its business, other than any such information
that is available to the Administrative Agent, the Security Trustee or any
Lender on a nonconfidential basis prior to disclosure by any Credit Party;
provided that, in the case of information received from a Credit Party after
the date hereof, such information is clearly identified in writing at the time
of delivery as confidential. Notwithstanding anything herein to the contrary,
“Confidential Information” shall not include any information with respect to
the “tax treatment” and “tax structure” (in each case within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are provided to the Administrative Agent, the Security Trustee or any Lender
relating to such tax treatment and tax structure, and the Administrative Agent,
the Security Trustee and each Lender may disclose to any and all Persons,
without limitation of any kind (other than limitations provided by applicable
Law), any such information; provided that with respect to any document or
similar item that contains information concerning the tax treatment or tax
structure of the transaction as well as Confidential Information, this sentence
shall only apply to such portions of the document or similar item that relate
to the tax treatment or tax structure of the Loans, the Letters of Credit and
the transactions contemplated hereby.


     11.09     Set-off.


     In addition to any rights and remedies of the Lenders provided by Law,
upon the occurrence and during the continuance of any Event of Default, each
Lender and any Affiliate of any Lender is authorized at any time and from time
to time, without prior notice to the Borrowers or any other Credit Party, any
such notice being waived by the Borrowers (on their own behalf and on behalf of
each Credit Party) to the fullest extent permitted by Law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held by, and other indebtedness at any time owing by, such Lender
to or for the credit or the account of the respective Credit Parties against
any and all Obligations owing to such Lender hereunder or under any other
Credit Document, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Credit
Agreement or any other Credit Document and although such Obligations may be
contingent or unmatured or denominated in a currency different from that of the
applicable deposit or indebtedness. Each Lender agrees promptly to notify the
Borrowers and the Administrative Agent after any such set-off and application
made by such Lender; provided, however, that the failure to give such notice
shall not affect the validity of such set-off and application.


     11.10     Interest Rate Limitation.


     Notwithstanding anything to the contrary contained in any Credit Document,
the interest paid or agreed to be paid under the Credit Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable Law
(the “Maximum Rate”). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the


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principal of the Loans or, if it exceeds such unpaid principal, refunded
to the applicable Borrower. In determining whether the interest contracted
for, charged, or received by the Administrative Agent or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.


     11.11     Counterparts.


     This Credit Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


     11.12     Integration.


     This Credit Agreement, together with the other Credit Documents, comprises
the complete and integrated agreement of the parties on the subject matter
hereof and thereof and supersedes all prior agreements, written or oral, on
such subject matter. In the event of any conflict between the provisions of
this Credit Agreement and those of any other Credit Document, the provisions of
this Credit Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Credit Document shall not be deemed a conflict with this
Credit Agreement. Each Credit Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.


     11.13     Survival of Representations and Warranties.


     All representations and warranties made hereunder and in any other Credit
Document or other document delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


     11.14     Severability.


     If any provision of this Credit Agreement or the other Credit Documents is
held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Credit Agreement and the
other Credit Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


     11.15     Tax Forms.


     (a)       (i) Each Lender that is not a “United States person” within the
meaning of Section 7701(a)(30) of the Internal Revenue Code (a “Foreign
Lender”) shall deliver to each of the Borrowers and the Administrative Agent,
prior to receipt of any payment subject to withholding under the Internal


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Revenue Code (or upon accepting an assignment of an interest herein), two
duly signed completed copies of either IRS Form W-8BEN or any successor thereto
(relating to such Foreign Lender and entitling it to an exemption from
withholding tax on all payments to be made to such Foreign Lender by the
Borrowers pursuant to this Credit Agreement) or IRS Form W-8ECI or any
successor thereto (relating to all payments to be made to such Foreign Lender
by the Borrowers pursuant to this Credit Agreement) or such other evidence
satisfactory to the Borrowers and the Administrative Agent that such Foreign
Lender is entitled to an exemption from U.S. withholding tax, including any
exemption pursuant to Section 881(c) of the Internal Revenue Code. Thereafter
and from time to time, each such Foreign Lender shall (A) promptly submit to
each of the Borrowers and the Administrative Agent such additional duly
completed and signed copies of one of such forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States Laws and
regulations to avoid, or such evidence as is satisfactory to the Borrowers and
the Administrative Agent of any available exemption from United States
withholding taxes in respect of all payments to be made to such Foreign Lender
by the Borrowers pursuant to this Credit Agreement and (B) promptly notify each
of the Borrowers and the Administrative Agent of any change in circumstances
that would modify or render invalid any claimed exemption.



		
	 	     (ii)     Each Foreign Lender, to the extent it does not act or ceases to
act for its own account with respect to any portion of any sums paid or
payable to such Lender under any of the Credit Documents (for example, in
the case of a typical participation by such Lender), shall deliver to the
Administrative Agent on the date when such Foreign Lender ceases to act
for its own account with respect to any portion of any such sums paid or
payable, and at such other times as may be necessary in the determination
of the Administrative Agent (in the reasonable exercise of its
discretion), (A) two duly signed completed copies of the forms or
statements required to be provided by such Lender as set forth above, to
establish the portion of any such sums paid or payable with respect to
which such Lender acts for its own account that is not subject to U.S.
withholding tax, and (B) two duly signed completed copies of IRS Form
W-8IMY (or any successor thereto), together with any information such
Lender chooses to transmit with such form, and any other certificate or
statement of exemption required under the Internal Revenue Code and the
treasury regulations promulgated thereunder, to establish that such
Lender is not acting for its own account with respect to a portion of any
such sums payable to such Lender.
	 
	 	     (iii)     The Borrowers shall not be required to pay or indemnify any
additional amount to any Foreign Lender under Section 3.01 (A) with
respect to any Taxes required to be deducted or withheld on the basis of
the information, certificates or statements of exemption such Lender
transmits with an IRS Form W-8IMY pursuant to this Section 11.15(a) or
(B) if such Lender shall have failed to satisfy the foregoing provisions
of this Section 11.15(a); provided that if such Lender shall have
satisfied the requirement of this Section 11.15(a) on the date such
Lender became a Lender or ceased to act for its own account with respect
to any payment under any of the Credit Documents, nothing in this Section
11.15(a) shall relieve the Borrowers of their obligation to pay any
amounts pursuant to Section 3.01 in the event that, as a result of any
change in any applicable Law, treaty or governmental rule, regulation or
order, or any change in the interpretation, administration or application
thereof, such Lender is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the fact
that such Lender or other Person for the account of which such Lender
receives any sums payable under any of the Credit Documents is not
subject to withholding or is subject to withholding at a reduced rate.
	 
	 	     (iv)     The Administrative Agent may, without reduction, withhold any
Taxes required to be deducted and withheld from any payment under any of
the Credit Documents with respect



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	 	to which the Borrowers are not required to pay or indemnify
additional amounts under Section 3.01 or this Section 11.15(a).



     (b)       Each Foreign Lender shall take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws that a Borrower make any deduction or
withholding for taxes from amounts payable to such Foreign Lender.


     (c)       Upon the request of the Administrative Agent, each Lender that is a
“United States person” within the meaning of Section 7701(a)(30) of the
Internal Revenue Code shall deliver to the Administrative Agent two duly signed
completed copies of IRS Form W-9. If such Lender fails to deliver such forms,
then the Administrative Agent may withhold from any interest payment to such
Lender an amount equivalent to the applicable back-up withholding tax imposed
by the Internal Revenue Code, without reduction.


     (d)       If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such
Lender shall indemnify the Administrative Agent therefor, including all
penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Aggregate
Revolving Commitments, repayment of all other Obligations hereunder and the
resignation of the Administrative Agent.


     (e)       The Foreign Borrower shall not be required to make any increased
payment to a Lender under Section 3.01(a), or to indemnify any Lender under
Section 3.01(d), with respect to Taxes imposed by the United Kingdom (“U.K.
Taxes”;) on any payment made under a Credit Document if, on the date such
payment is due:



		
	 	     (i)     such payment could have been made to such Lender without
imposition of U.K. Taxes if such Lender were a U.K. Qualifying Lender,
but on the date of such payment, such Lender is not, or has ceased to be,
a U.K. Qualifying Lender (other than as a result of any change after the
date it became a Lender under this Credit Agreement in (or in the
interpretation, administration, or application of) any law or treaty, or
any published practice or concession of any relevant taxing authority);
	 
	 	     (ii)     such payment would have been made to such Lender without
imposition of U.K. Taxes but for a direction under section 349C of the
United Kingdom Taxes Act 1988 (as such provision had effect on the date
on which such Lender became a party to this Credit Agreement) relating to
such payment and the Foreign Borrower has previously notified such Lender
of the precise terms thereof; or
	 
	 	     (iii)     such Lender is a U.K. Treaty Lender and the Foreign Borrower
is able to demonstrate that such payment could have been made to such
Lender without imposition of U.K. Taxes had such Lender complied with its
obligations under subsection (f) below.



     (f)       A U.K. Treaty Lender shall, upon the written request of the Foreign
Borrower, complete any procedural formalities necessary for the Foreign
Borrower to obtain authorization to make payments under a Credit Document to
any U.K. Treaty Lender without imposition of U.K. Taxes.


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     11.16     Source of Funds.


     Each of the Lenders hereby represents and warrants to the Borrowers that
at least one of the following statements is an accurate representation as to
the source of funds to be used by such Lender in connection with the financing
hereunder:



		
	 	     (a)     no part of such funds constitutes assets allocated to any
separate account maintained by such Lender in which any employee benefit
plan (or its related trust) has any interest;
	 
	 	     (b)     to the extent that any part of such funds constitutes assets
allocated to any separate account maintained by such Lender, such Lender
has disclosed to the Borrower the name of each employee benefit plan
whose assets in such account exceed 10% of the total assets of such
account as of the date of such purchase (and, for purposes of this
subsection (b), all employee benefit plans maintained by the same
employer or employee organization are deemed to be a single plan);
	 
	 	     (c)     to the extent that any part of such funds constitutes assets of
an insurance company’s general account, such insurance company has
complied with all of the requirements of the regulations issued under
Section 401(c)(1)(A) of ERISA; or
	 
	 	     (d)     such funds constitute assets of one or more specific benefit
plans that such Lender has identified in writing to BioReliance.



As used in this Section, the terms “employee benefit plan” and “separate
account” shall have the respective meanings provided in Section 3 of ERISA.


     11.17     Governing Law.


     (a)       THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT
AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


     (b)       ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NORTH CAROLINA
SITTING IN CHARLOTTE, NORTH CAROLINA OR OF THE UNITED STATES FOR THE WESTERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH OF THE
BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF
ANY SUMMONS, COMPLAINT OR OTHER PROCESS, THAT MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.


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     11.18     Waiver of Right to Trial by Jury.


     EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


     11.19     Judgment Currency.


     If, for the purposes of obtaining judgment in any court, it is necessary
to convert a sum due hereunder or any other Credit Document in one currency
into another currency, the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of the Credit
Parties in respect of any such sum due from them to the Administrative Agent or
the Lenders hereunder or under the other Credit Documents shall,
notwithstanding any judgment in a currency (the “Judgment Currency”;) other than
that in which such sum is denominated in accordance with the applicable
provisions of this Credit Agreement (the “Agreement Currency”;), be discharged
only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of
the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent and/or the Lenders from the Credit Parties in the
Agreement Currency, the Borrowers agree, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent, the
Lenders or such other Person to whom such obligation was owing against such
loss. If the amount of the Agreement Currency so purchased is greater than the
sum originally due to the Administrative Agent and/or the Lenders in such
currency, the Administrative Agent and the Lenders agree to return the amount
of any excess to the applicable Borrower (or to any other Person who may be
entitled thereto under applicable Law).


     11.20     Parallel Debt.


     Subject to the provisions of Article IV:



		
	 	     (a)     Each Credit Party hereby irrevocably and unconditionally
undertakes to pay to the Security Trustee amounts equal to any amounts
owing by such Credit Party to any Finance Party under any Credit Document
as and when those amounts become due.




		
	 	     (b)     Each Credit Party and the Security Trustee acknowledge that the
obligations of each Credit Party under Section 11.20(a) are several and
are separate and independent from, and shall not in any way affect, the
corresponding obligations of such Credit Party to any Finance Party under
any Credit Document (such Credit Party’s “Corresponding Debt”) provided
that:



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	 	     (i)     the amounts for which such Credit Party is liable under
Section 11.20(a) (such Credit Party’s “Parallel Debt”) shall be
decreased to the extent that such Credit Party’s Corresponding Debt
has been irrevocably paid or (in the case of any guaranty
obligations) discharged;
	 
	 	     (ii)     the Corresponding Debt of such Credit Party shall be
decreased to the extent that such Credit Party’s Parallel Debt has
been irrevocably paid or (in the case of guaranty obligations)
discharged; and
	 
	 	     (iii)     the Parallel Debt of any Credit Party shall not exceed
the Corresponding Debt of such Credit Party.




		
	 	     (c)     For purposes of this Section 11.20, the Security Trustee acts in
its own name and not as a trustee, and any claim made by the Security
Trustee in respect of the Parallel Debt shall not be held in trust. The
security interests granted under the Collateral Documents to the Security
Trustee to secure the Parallel Debt is granted to the Security Trustee in
its capacity as creditor in respect of the Parallel Debt and shall not be
held in trust.
	 
	 	     (d)     All monies received or recovered by the Security Trustee
pursuant to this Section 11.20, and all amounts received or recovered by
the Security Trustee from or by the enforcement of any security interests
granted to secure the Parallel Debt, shall be applied in accordance with
Section 9.03.
	 
	 	     (e)     Without limiting or affecting the Security Trustee’s rights
against the Credit Parties (whether under this Section 11.20 or under any
other provision of the Credit Documents), each Credit Party acknowledges
that:




		
	 	     (i)     nothing in this Section 11.20 shall impose any obligation
on the Security Trustee to advance any sum to any Credit Party or
otherwise under any Credit Document in its capacity as Security
Trustee; and
	 
	 	     (ii)     for the purpose of any vote taken under any Credit
Document, the Security Trustee shall not be have any participation
or commitment in its capacity as Security Trustee.



     11.21     Nature of Obligations of the Borrowers.


     (a)       The obligations of BioReliance hereunder shall be joint and several in
nature for all Obligations owing hereunder or under the other Credit Documents
(whether borrowed by BioReliance or by the Foreign Borrower), provided that (i)
the obligations of BioReliance as a joint and several obligor hereunder in
respect of the Foreign Obligations shall not in any event exceed an aggregate
amount equal to the largest amount that would not render such obligations
subject to avoidance under the Debtor Relief Laws or any comparable provisions
of any applicable Law, (ii) BioReliance shall not exercise any right of
subrogation, indemnity, reimbursement or contribution against any Credit Party
until such time as the Obligations have been irrevocably paid in full and the
commitments relating thereto have expired or been terminated, and (iii)
BioReliance expressly waives any requirement that the Administrative Agent, the
Security Trustee or any Lender, or any of their officers, agents or
representatives, exhaust any right, power or remedy or first proceed under any
of the Credit Documents or against any other Credit Party, any other Person or
any Collateral with respect to the Obligations.


111






 


     (b)       The obligations of the Foreign Borrower hereunder shall be several
(and not joint) in nature and shall be limited to the Foreign Obligations,
provided that the Foreign Borrower expressly waives any requirement that the
Administrative Agent, the Security Trustee or any Lender, or any of their
officers, agents or representatives, exhaust any right, power or remedy or
first proceed under any of the Credit Documents or against any other Credit
Party, any other Person or any Collateral with respect to the Foreign
Obligations.


[signature pages follow]


112






 


     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement
to be duly executed as of the date first above written.



	 	 	 
	BORROWERS:	 	
BIORELIANCE CORPORATION, a Delaware corporation,

as a Borrower and, with respect to the Foreign Obligations,

as a Guarantor
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:
	 	 	 
	Before this witness:	 	
BIORELIANCE (GLASGOW) LTD., a Scottish

private limited company, as a Borrower
	 	 	 
	By: ____________________	 	
By: ____________________________
	Name:	 	
Name:
	Title:	 	
Title:
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	DOMESTIC GUARANTORS:	 	
BIORELIANCE VIRAL MANUFACTURING, INC., a
Delaware
corporation
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:
	 	 	 
	 	 	
BIORELIANCE MANUFACTURING, LLC, a Delaware
limited liability company
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:
	 	 	 
	 	 	
BIORELIANCE TESTING AND DEVELOPMENT, LLC, a

Delaware limited liability company
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:
	 	 	 
	 	 	
BIORELIANCE ACQUISITIONS, INC., a Delaware

corporation
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:



 






 




	 	 	 
	FOREIGN GUARANTORS:	 	
BIORELIANCE HOLDING GMBH, a German limited liability

company
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:
	 	 	 
	 	 	
BIORELIANCE MANUFACTURING GMBH, a German
limited liability company
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:
	 	 	 
	 	 	
BIORELIANCE GMBH, a German limited liability company
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:



 






 




	 	 	 
	ADMINISTRATIVE AGENT:	 	
BANK OF AMERICA, N.A.,

as Administrative Agent and as Security Trustee
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:
	 	 	 
	LENDERS:	 	
BANK OF AMERICA, N.A.,

as a Lender and as L/C Issuer
	 	 	 
	 	 	
By: ____________________________
	 	 	
Name:
	 	 	
Title:




 










 



Schedule 2.01


COMMITMENTS AND PRO RATA SHARES






	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Pro Rata Share of	 	Domestic Term Loan
	Lender	 	Revolving Commitment	 	Revolving Commitment	 	Commitment
	
	 	
	 	
	 	

	Bank of America, N.A.
	 	$	15,000,000.00	 	 	 	100	%	 	$	35,000,000.00	 
	 	Total:
	 	$	15,000,000.00	 	 	 	100	%	 	$	35,000,000.00	 




[Additional columns below]

[Continued from above table, first column(s) repeated]


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Pro Rata Share of	 	 	 	 	 	Pro Rata Share of
	 	 	 	Domestic Term Loan	 	Foreign Term Loan	 	Foreign Term Loan
	Lender	 	Commitment	 	Commitment	 	Commitment
	
	 	
	 	
	 	

	Bank of America, N.A.
	 	 	100	%	 	$	10,000,000.00	 	 	 	100	%
	 	Total:
	 	 	100	%	 	$	10,000,000.00	 	 	 	100	%






 






 



Schedule 2.07


MANDATORY COST RATE


     1.     The Mandatory Cost is an addition to the interest rate to compensate
Lenders for the cost of compliance with (a) the requirements of the Bank of
England and/or the Financial Services Authority (or, in either case, any other
authority which replaces all or any of its functions) or (b) the requirements
of the European Central Bank (the “Mandatory Cost”).


     2.     For the purposes of this Schedule:


     “Additional Cost Rate” has the meaning provided in paragraph 3 below;


     “Eligible
Liabilities” has the meaning provided from time to time under or
pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank
of England;


     “Fee
Tariffs” means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated
fee required pursuant to the Fees Rules but taking into account any applicable
discount rate);


     “Fees
Rules” means the rules on periodic fees contained in the FSA
Supervision Manual or such other law or regulation as may be in force from time
to time in respect of the payment of fees for the acceptance of deposits;


     “Mandatory
Cost” has the meaning provided in paragraph 1 above;


     “Special
Deposits” has the meaning provided from time to time under or
pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank
of England; and


     “Tariff Base” has the meaning provided in, and will be calculated in
accordance with, the Fees Rules.


     3.     On the first day of each Interest Period (or as soon as possible
thereafter) the Administrative Agent shall calculate, as a percentage rate, a
rate (the “Additional Cost Rate”) for each Lender, in accordance with the
paragraphs set out below. The Mandatory Cost will be calculated by the
Administrative Agent as a weighted average of the Lenders’ Additional Cost
Rates (weighted in proportion to the percentage participation of each Lender in
the relevant Loan) and will be expressed as a percentage rate per annum.


     4.     The Additional Cost Rate for any Lender lending from a Lending Office
in a Participating Member State will be the percentage notified by that Lender
to the Administrative Agent. This percentage will be certified by that Lender
in its notice to the Administrative Agent to be its reasonable determination of
the cost (expressed as a percentage of that Lender’s participation in all Loans
made from that Lending Office) of complying with the minimum reserve
requirements of the European Central Bank in respect of loans made from that
Lending Office.


     5.     The Additional Cost Rate for any Lender lending from a Lending Office
in the United Kingdom will be calculated by the Administrative Agent as
follows:


 






 


in relation to a Loan denominated in British Pounds Sterling:




	 	 	 
		 	percent per annum




in relation to a Loan denominated in any currency other than British Pounds Sterling:



	 	 	 
		 	percent per annum




where:



		
	 	        “A” is the percentage of Eligible Liabilities (assuming these to be
in excess of any stated minimum) which that Lender is from time to time
required to maintain as an interest free cash ratio deposit with the Bank
of England to comply with cash ratio requirements.
	 
	 	        “B” is the percentage rate of interest (excluding the Margin, the
Mandatory Cost the Default Rate) payable for the relevant Interest Period
on the Loan.
	 
	 	        “C” is the percentage (if any) of Eligible Liabilities which that
Lender is required from time to time to maintain as interest bearing
Special Deposits with the Bank of England.
	 
	 	        “D” is the percentage rate per annum payable by the Bank of England
to the Administrative Agent on interest-bearing Special Deposits.
	 
	 	        “E” is designed to compensate Lenders for amounts payable under the
Fees Rules and is calculated by the Administrative Agent as being the
average of the most recent rates of charge supplied by the Mandatory Cost
Reference Lender to the Administrative Agent pursuant to paragraph 7
below and expressed in pounds per British Pounds Sterling 1,000,000.



     6.     In application of the above formulae, A, B, C and D will be included in
the formulae as percentages (i.e., 5% will be included in the formula as 5 and
not as 0.05). A negative result obtained by subtracting D from B shall be
taken as zero. The resulting figures shall be rounded to four decimal places.


     7.     If requested by the Administrative Agent, the Mandatory Cost Reference
Lender shall, as soon as practicable after publication by the Financial
Services Authority, supply to the Administrative Agent, the rate of charge
payable by the Mandatory Cost Reference Lender to the Financial Services
Authority pursuant to the Fees Rules in respect of the relevant financial year
of the Financial Services Authority (calculated for this purpose by the
Mandatory Cost Reference Lender as being the average of the Fee Tariffs
applicable to the Mandatory Cost Reference Lender for that financial year) and
expressed in pounds per British Pounds Sterling 1,000,000 of the Tariff Base of
the Mandatory Cost Reference Lender.


     8.     Each Lender shall supply any information required by the Administrative
Agent for the purpose of calculating its Additional Cost Rate. In particular,
but without limitation, each Lender shall supply the following information on
or prior to the date on which it becomes a Lender:



		
	 	        (a) the jurisdiction of its Lending Office; and



 






 








		
	 	        (b) any other information that the Administrative Agent may
reasonably require for such purpose.



Each Lender shall promptly notify the Administrative Agent of any change to the
information provided by it pursuant to this paragraph.


     9.     The percentages of each Lender for the purpose of A and C above and the
rates of charge of the Mandatory Cost Reference Lender for the purpose of E
above shall be determined by the Administrative Agent based upon the
information supplied to it pursuant to paragraphs 7 and 8 above and on the
assumption that, unless a Lender notifies the Administrative Agent to the
contrary, each Lender’s obligations in relation to cash ratio deposits and
Special Deposits are the same as those of a typical bank from its jurisdiction
of incorporation with a Lending Office in the same jurisdiction as its Lending
Office.


     10.     The Administrative Agent shall have no liability to any person if such
determination results in an Additional Cost Rate that over- or
under-compensates any Lender and shall be entitled to assume that the
information provided by any Lender or the Mandatory Cost Reference Lender
pursuant to paragraphs 4, 7 and 8 above is true and correct in all respects.


     11.     The Administrative Agent shall distribute the additional amounts
received as a result of the Mandatory Cost to the Lenders on the basis of the
Additional Cost Rate for each Lender based on the information provided by each
Lender and the Mandatory Cost Reference Lender pursuant to paragraphs 4, 7 and
8 above.


     12.     Any determination by the Administrative Agent pursuant to this
Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate
or any amount payable to a Lender shall, in the absence of manifest error, be
conclusive and binding on all parties to the Credit Agreement.


     13.     The Administrative Agent may from time to time, after consultation
with the Foreign Borrower and the Lenders, determine and notify to all parties
to the Credit Agreement any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any
requirements from time to time imposed by the Bank of England, the Financial
Services Authority or the European Central Bank (or, in any case, any other
authority which replaces all or any of its functions) and any such
determination shall, in the absence of manifest error, be conclusive and
binding on all parties to the Credit Agreement.


 






 


Schedule 10.12


SECURITY TRUST PROVISIONS


     1.     The Security Trustee shall, and the Administrative Agent, the L/C
Issuer and each of the Lenders agree that it shall, hold any Collateral in
which it has been granted a security interest by a Credit Party pursuant to the
Credit Documents (the “Security Trust Property”) in trust for the benefit of
the Administrative Agent, the L/C Issuer, each of the Lenders and each
Affiliate of a Lender that enters into a Swap Contract with a Credit Party
(collectively, the “Trust Secured Parties”) on the terms and subject to the
conditions set out in this Schedule 10.12, in the Credit Agreement and in the
other Credit Documents.


     Such trust shall not be established with regard to any Collateral Document
that is expressed to be or is construed to be governed by German law or any
Security Trust Property arising under any such Collateral document. This shall
not limit Section 11.20(d) of the Credit Agreement, and the provisions of this
Schedule 10.12 with respect to any Collateral Document that is expressed to be
or is construed to be governed by German law or any Security Trust Property
arising under any such Collateral Document to the extent they do not require
the existence of a trust.


     2.     Indemnity out of Trust Property: The Security Trustee and any receiver,
receiver and manager, administrative receiver, delegate, attorney, agent or
other similar person appointed under any Collateral Document by the Security
Trustee may indemnify itself out of the Security Trust Property against all
liabilities, charges, claims, costs, expenses or losses incurred or sustained
by such Person in relation to any Credit Document or in the exercise of any
right or trust vested in any of them or in respect of any other matter or thing
done or omitted to be done in any way relating to any Credit Document, except
to the extent resulting from such Person’s own gross negligence or willful
misconduct.


     3.     Retention of documents: The Security Trustee may take any steps it
reasonably sees fit as to the holding of any title deeds and other documents
relating to any of the assets subject to the Liens created by the Collateral
Documents, including allowing the applicable Credit Party to retain them.


     4.     Investments: All moneys that under the trust created in this Credit
Agreement are received or held by the Security Trustee may be invested in the
name of or under the control of the Security Trustee in any investment then
authorized by the laws of Scotland or New York for the investment by trustees
of trust moneys, in any other investment selected by the Security Trustee or by
placing the same on deposit in the name of or under the control of the Security
Trustee at such bank or institution (including any Secured Party) as the
Security Trustee thinks fit.


     5.     Distributions Deemed to be Made Gross: As between the Secured Parties,
a Secured Party shall be deemed to have received from the Security Trustee any
amount that the Security Trustee is at any time required by law to deduct or
withhold on account of Taxes from any distribution made by the Security Trustee
to such Person under any Credit Document. However, this shall not affect any
right that such Person has against any Credit Party or any other Person
(whether under a grossing-up provision or otherwise) but, as between the
Secured Parties, any such indebtedness shall rank after all other Obligations
of such Credit Party.


     6.     Basis of Distribution: For the purpose of any distribution by the
Security Trustee, the Security Trustee may fix a date as at which the amount of
the Obligations is to be calculated and may call for, and rely on, a
certificate giving details of any sums due or owing to any Secured Party at the
date fixed by the Security Trustee for that purpose and as to such other
matters as the Security Trustee thinks fit to enable it to make that
distribution.


 






 


     7.     Trustee Act: The Security Trustee shall have all the rights, privileges
and immunities that gratuitous trustees have or may have under the laws of New
York, even though it is entitled to remuneration.


     8.     No Duty to Collect Payments: The Security Trustee shall not have any
duty to ensure that any payment or other financial benefit in respect of any of
the assets subject to (or purportedly subject to) any Lien created by the
Collateral Documents is duly and punctually paid, received or collected or to
ensure the taking up of any (or any offer of any) stocks, shares, rights,
moneys or other property accruing or offered at any time by way of interest,
dividend, redemption, bonus, rights, preference, option, warrant or otherwise
in respect of any of such assets.


     9.     Perpetuity Period: This trust shall terminate no later than the date
that is 80 years from the date of this Credit Agreement.


     10.     Appropriation: Each of the Credit Parties and the Secured Parties
irrevocably waives any right to appropriate any payment to, or other sum
received, recovered or held by, the Security Trustee in or towards payment of
any particular part of the Obligations and agrees that the Security Trustee
shall have the exclusive right to do so pursuant to the terms of this Credit
Agreement. The Security Trustee’s right shall override any application made or
purported to be made by any other Person.


     11.     Timing of Distributions: Distributions by the Security Trustee shall
be made at such times as the Security Trustee in its absolute discretion
determines to be as soon as reasonably practical, having regard to all relevant
circumstances and pursuant to the terms of the Credit Documents.


     12.     Unwinding: Any distribution that later transpires to have been, or is
agreed by the Security Trustee to have been, invalid, or that has to be
refunded, shall be refunded to the Security Trustee (in the case of a
distribution) and shall be deemed never to have been made.


     13.     Liability of Security Trustee: The Security Trustee shall not in any
circumstances (either by reason of taking possession of the assets from time to
time subject, or expressed to be subject, to any Lien created by the Collateral
Documents or for any other reason whatsoever and whether as mortgagee in
possession or on any other basis whatsoever) be liable to account to any
Secured Party or any other Person for anything except for sums actually
received by the Security Trustee that have not been distributed or paid to the
Secured Parties or the Persons entitled to (or at the time of payment honestly
and reasonably believed by the Security Trustee to be entitled to) such sums.


     14.     Certificates: The Security Trustee may call for a certificate of any
Credit Party or any Secured Party signed on that Person’s behalf as to any
matter or fact within the Knowledge of such Person that the Security Trustee
requests for the performance of its functions under this Credit Agreement or
any Collateral Document and may rely on any such certificate as to any fact or
matters stated in such certificate.


     15.     Good Discharge to Security Trustee: An acknowledgement of receipt
signed by the relevant Person to whom payments are to be applied under this
paragraph shall be a good discharge of the Security Trustee and any payment by
the Security Trustee to the Administrative Agent shall, pro tanto, discharge
the Security Trustee’s liability to pay the same to the Secured Parties, and
the Security Trustee shall not be obliged to see further to the application of
such payments.


 







 


Exhibit A


FORM OF LOAN NOTICE


Date:______, 200______


To: Bank of America, N.A., as Administrative Agent


     Re:  Credit Agreement (as amended, modified, supplemented and extended from time
to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance
Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow)
Ltd., a Scottish private limited company (the “Foreign Borrower”; together
with BioReliance, the “Borrowers”), (the
“Foreign Borrower”; together with
BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders
identified therein, and Bank of America, N.A., as Administrative Agent,
Security Trustee and L/C Issuer. Capitalized terms used but not otherwise
defined herein have the meanings provided in the Credit Agreement.


Ladies and Gentlemen:


The undersigned hereby requests (select one):




	 	 	 	 	 	 
		A Borrowing		A Continuation
		A Conversion



of (select one):



	 	 	 	 	 	 
		Revolving Loans		Domestic Term Loan		Foreign Term Loan



1.     On: ______, 200______(which is a Business Day).


2.     In the amount of: ______.


3.     Applicable Currency: ______.


4.     Comprised of: ______(Type of Loan).


5.     For Eurocurrency Loans: with an Interest Period of ______months.


With respect to any Borrowing or any conversion or continuation requested
herein, the undersigned Borrower hereby represents and warrants that (i) in the
case of a Borrowing of Revolving Loans, such request complies with the
requirements of Section 2.01(a) of the Credit Agreement and (ii) in the case of
a Borrowing or any conversion or continuation, each of the conditions set forth
in Section 5.02 of the Credit Agreement have been satisfied on and as of the
date of such Borrowing or such conversion or continuation.




	 	 	 	 
	 	[BIORELIANCE CORPORATION]

[BIORELIANCE (GLASGOW) LTD.]	 
	 
	 	By:	 
	 	 	
	 
	 	Name:	 
	 	Title:	 



 






 



Exhibit B-1


FORM OF REVOLVING NOTE


September 22, 2003



FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
______or its registered assigns (the “Lender”), in accordance
with the provisions of the Credit Agreement (as hereinafter defined), the
principal amount of each Revolving Loan from time to time made by the Lender to
the Borrower under that certain Credit Agreement (as amended, modified,
supplemented and extended from time to time, the “Credit Agreement”) dated as
of August 12, 2003 among BioReliance Corporation, a Delaware corporation
(“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company
(the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the
Guarantors identified therein, the Lenders identified therein, and Bank of
America, N.A., as Administrative Agent, Security Trustee and L/C Issuer.
Capitalized terms used but not otherwise defined herein have the meanings
provided in the Credit Agreement.


The Borrower promises to pay interest on the unpaid principal amount of each
Revolving Loan from the date of such Revolving Loan until such principal amount
is paid in full, at such interest rates and at such times as provided in the
Credit Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office. If any amount is not
paid in full when due hereunder, such unpaid amount shall bear interest, to be
paid upon demand, from the due date thereof until the date of actual payment
(and before as well as after judgment) computed at the per annum rate set forth
in the Credit Agreement.


This Note is one of the Notes referred to in the Credit Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Credit Agreement.
Revolving Loans made by the Lender may be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of
business. The Lender may also attach schedules to this Note and endorse thereon
the date, amount and maturity of its Revolving Loans and payments with respect
thereto.


The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note.


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.





	 	 	 	 
	 	
    BIORELIANCE CORPORATION,

a Delaware corporation
	 
	 
	 	By:	 
	 	 	
	 
	 	Name:	 
	 	Title:	 






 






 



Exhibit B-2


FORM OF [DOMESTIC][FOREIGN] TERM NOTE


September 22, 2003



FOR VALUE RECEIVED, the undersigned (the
“Borrower”), hereby promises to pay to
______or its registered assigns (the “Lender”), in accordance with the
provisions of the Credit Agreement (as hereinafter defined), the principal
amount of each [Domestic] [Foreign] Term Loan from time to time made by the
Lender to the Borrower under that certain Credit Agreement (as amended,
modified, supplemented and extended from time to time, the “Credit Agreement”)
dated as of August 12, 2003 among BioReliance Corporation, a Delaware
corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private
limited company (the “Foreign Borrower”; together with BioReliance, the
“Borrowers”), the Guarantors identified therein, the Lenders identified
therein, and Bank of America, N.A., as Administrative Agent, Security Trustee
and L/C Issuer. Capitalized terms used but not otherwise defined herein have
the meanings provided in the Credit Agreement.


The Borrower promises to pay interest on the unpaid principal amount of each
[Domestic][Foreign] Term Loan from the date of such [Domestic][Foreign] Term
Loan until such principal amount is paid in full, at such interest rates and at
such times as provided in the Credit Agreement. All payments of principal and
interest shall be made to the Administrative Agent for the account of the
Lender in Dollars in immediately available funds at the Administrative Agent’s
Office. If any amount is not paid in full when due hereunder, such unpaid
amount shall bear interest, to be paid upon demand, from the due date thereof
until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Credit Agreement.


This Note is one of the Notes referred to in the Credit Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Credit Agreement.
[Domestic][Foreign] Term Loans made by the Lender may be evidenced by one or
more loan accounts or records maintained by the Lender in the ordinary course
of business. The Lender may also attach schedules to this Note and endorse
thereon the date, amount and maturity of its [Domestic][Foreign] Term Loans and
payments with respect thereto.


The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note.


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.





	 	 	 	 
	 	[BIORELIANCE CORPORATION]

[BIORELIANCE (GLASGOW) LTD.]	 
	 
	 	By:	 
	 	 	
	 
	 	Name:	 
	 	Title:	 




 






 



Exhibit C


FORM OF COMPLIANCE CERTIFICATE


Financial Statement Date: ______, 200______


	 	 	 
	To:	 	
Bank of America, N.A., as Administrative Agent
	 
	Re:	 	
Credit Agreement (as amended, modified, supplemented and extended from
time to time, the “Credit Agreement”) dated as of August 12, 2003
among BioReliance Corporation, a Delaware corporation (“BioReliance”),
BioReliance (Glasgow) Ltd., a Scottish private limited company (the
“Foreign Borrower”; together with BioReliance, the “Borrowers”), (the
“Foreign Borrower”; together with BioReliance, the “Borrowers”), the
Guarantors identified therein, the Lenders identified therein, and
Bank of America, N.A., as Administrative Agent, Security Trustee and
L/C Issuer. Capitalized terms used but not otherwise defined herein
have the meanings provided in the Credit Agreement.




Ladies and Gentlemen:


The undersigned Responsible Officer hereby certifies as of the date hereof that
[he/she] is the ______of BioReliance, and that, in [his/her] capacity
as such, [he/she] is authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of BioReliance, and that:


[Use following paragraph 1 for fiscal year-end financial statements:]


[1. Attached hereto as Schedule 1 are the year-end audited financial statements
required by Section 7.01(a) of the Credit Agreement for the fiscal year of
BioReliance ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.]


[Use following paragraph 1 for fiscal quarter-end financial statements:]


[1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of
BioReliance ended as of the above date. Such financial statements fairly
present the financial condition, results of operations and cash flows of the
Consolidated Group in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of
footnotes.]


2.     The undersigned has reviewed and is familiar with the terms of the Credit
Agreement and has made, or has caused to be made, a detailed review of the
transactions and condition (financial or otherwise) of each member of the
Consolidated Group during the accounting period covered by the attached
financial statements.


3.     A review of the activities of each member of the Consolidated Group during
such fiscal period has been made under the supervision of the undersigned with
a view to determining whether during such fiscal period the Credit Parties have
performed and observed all their respective Obligations under the Credit
Documents, and


[select one:]


 






 


[to the best knowledge of the undersigned during such fiscal period, each of
the Credit Parties has performed and observed each covenant and condition of
the Credit Documents applicable to it.]


[or:]


[the following covenants or conditions have not been performed or observed and
the following is a list of each such Default and its nature and status:]


4.     The representations and warranties of the Credit Parties contained in the
Credit Agreement, any other Credit Document or any other certificate or
document furnished at any time under or in connection with the Credit
Documents, are true and correct on and as of the date hereof, except to the
extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date.


5.     The financial covenant analyses and information set forth on Schedule 2
hereto are true and accurate on and as of the date of this Certificate.


     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
______, 200______.






	 	 	 	 
	 	
    BIORELIANCE CORPORATION,

a Delaware corporation
	 
	 
	 	By:	 
	 	 	
	 
	 	Name:	 
	 	Title:	 




 










 







Exhibit D


FORM OF ASSIGNMENT AND ASSUMPTION


This Assignment and Assumption (this “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein have the meanings
provided in the Credit Agreement identified below, receipt of a copy of which
is hereby acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth
herein in full.


For an agreed consideration, the Assignor hereby irrevocably sells and assigns
to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, Letters of Credit and Guarantees included in
such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above (the
rights and obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as, the “Assigned Interest”); provided,
however, the Assignor shall remain entitled to the indemnities set forth in
Section  11.05  of the Credit Agreement pursuant to the terms thereof. Such sale
and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty
by the Assignor.




	 	 	 	 	 
	1.	 	
Assignor:	 	 
	 	 	 	 	

	 	 	 	 	 
	2.	 	
Assignee:
	 	[and is an
	 	 	 	 	

	 	 	 	 	Affiliate/Approved Fund of [identify Lender]]
	 	 	 	 	 
	3.	 	
Borrowers:
	 	BioReliance Corporation, a Delaware corporation, and
BioReliance (Glasgow) Ltd., a Scottish private limited company
	 	 	 	 	 
	4.	 	
Administrative Agent:
	 	Bank of America, N.A.
	 	 	 	 	 
	5.	 	
Credit Agreement:
	 	The Credit Agreement dated as of August 12, 2003 by and
among the Borrowers, the Guarantors, the Lenders party
thereto and the Administrative Agent









 




	 	 	 	 	 
	6.	 	
Assigned Interest:	 	 





	 	 	 	 	 
	

	 	 	Aggregate Amount of	 	 	Amount of	 	 	Percentage Assigned
	 	 	Commitment/Loans	 	 	Commitment/Loans	 	 	of
	Facility Assigned1	 	for all Lenders	 	 	Assigned2	 	 	Commitment Loans3
	 
	 
	

	 
	







	 	 	 	 	 
	7.	 	
Trade Date:
	 	______4
	 	 	 	 	 
	8.	 	
Effective Date:
	 	______5









     1 Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Assignment (e.g. “Revolving
Commitment”, “Domestic Term Loan” or “Foreign Term Loan”)

     2 Amount to be adjusted by the counterparties to take into account any payments
or prepayments made between the Trade Date and the Effective Date.


     3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.


     4 To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.


     5 To be inserted by Administrative Agent and shall be the effective date of
recordation of transfer in the register therefor.


 






 


The terms set forth in this Assignment and Assumption are hereby agreed to:





	 	 	 	 
	ASSIGNOR:	
[NAME OF ASSIGNOR]
	 
	 
	 	By:	 
	 	 	
	 
	 	Name:	 
	 	Title:	 





	 	 	 	 
	ASSIGNEE:	
[NAME OF ASSIGNEE]
	 
	 
	 	By:	 
	 	 	
	 
	 	Name:	 
	 	Title:	 








	 	 
	[Consented to and]
    6 Accepted:


    BANK OF AMERICA, N.A., as Administrative Agent
	 
	 
	By:	 
	
	 
	Name:	 
	Title:	 





	 	 
	
    [Consented to:]7



    BIORELIANCE CORPORATION

	 
	 
	By:	 
	
	 
	Name:	 
	Title:	 






	 	 
	
    [Consented to:]8


    BANK OF AMERICA, N.A., as L/C Issuer
	 
	 
	By:	 
	
	 
	Name:	 
	Title:	 










	 	 	6 To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.
	 
	 	 	7 To be added only if the consent of the BioReliance is required by the terms
of the Credit Agreement.
	 
	 	 	8 To be added only if the consent of the L/C Issuer is required by the terms of
the Credit Agreement.


 






 






Annex 1 to Assignment and Assumption


STANDARD TERMS AND CONDITIONS


1.     Representations and Warranties.


1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Documents or any collateral thereunder, (iii) the financial condition of the
Borrowers, any of their Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or (iv) the performance or
observance by the Borrowers or the Guarantors, any of their Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Credit Document.


1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement), (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 7.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.


2.     Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned interest (including payments of
principal, interest, fees and other amounts) to the Assignor for amounts which
have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.


3.     General Provisions. This Assignment and Assumption shall be binding upon,
and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of
counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the State of New
York.


 






 


Exhibit E



FORM OF DOMESTIC JOINDER AGREEMENT



     THIS JOINDER AGREEMENT (this “Joinder Agreement”) dated as of ______,
200______is by and between ______, a ______(the “New Subsidiary”), and
Bank of America, N.A., in its capacity as Administrative Agent under that
certain Credit Agreement (as amended, modified, supplemented and extended from
time to time, the “Credit Agreement”) dated as of August 12, 2003 among
BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance
(Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”;
together with BioReliance, the “Borrowers”), (the “Foreign Borrower”; together
with BioReliance, the “Borrowers”), the Guarantors identified therein, the
Lenders identified therein, and Bank of America, N.A., as Administrative Agent,
Security Trustee and L/C Issuer. Capitalized terms used but not otherwise
defined herein have the meanings provided in the Credit Agreement.


     The Credit Parties are required by Section 7.12 of the Credit Agreement to
cause the New Subsidiary to become a “Domestic Guarantor” thereunder.
Accordingly, the New Subsidiary hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:


     1.     The New Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Joinder Agreement, the New Subsidiary will be deemed to
be a party to the Credit Agreement and a “Domestic Guarantor” for all purposes
of the Credit Agreement, and shall have all of the obligations of a Domestic
Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions applicable to the Domestic
Guarantors contained in the Credit Agreement. Without limiting the generality
of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly
and severally together with the other Domestic Guarantors, guarantees to each
Lender and the Administrative Agent, as provided in Article IV of the Credit
Agreement, the prompt payment and performance of the Obligations in full when
due (whether at stated maturity, as a mandatory prepayment, by acceleration or
otherwise) strictly in accordance with the terms thereof.


     2.     The New Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Joinder Agreement, the New Subsidiary will be deemed to
be a party to the Domestic Security Agreement and a “Grantor” for all purposes
of the Domestic Security Agreement, and shall have all the obligations of a
Grantor thereunder as if it had executed the Domestic Security Agreement. The
New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound
by, all of the terms, provisions and conditions contained in the Domestic
Security Agreement. Without limiting generality of the foregoing terms of this
paragraph 2, the New Subsidiary hereby grants to the Administrative Agent, for
the benefit of the Lenders, a continuing security interest in, and a right of
set off against, any and all right, title and interest of the New Subsidiary in
and to the Collateral (as defined in the Domestic Security Agreement) of the
New Subsidiary to secure the prompt payment and performance in full when due,
whether by lapse of time, acceleration, mandatory prepayment or otherwise, of
the Secured Obligations (as defined in the Domestic Security Agreement).


     3.     The New Subsidiary hereby acknowledges, agrees and confirms that, by
its execution of this Joinder Agreement, the New Subsidiary will be deemed to
be a party to the Domestic Pledge Agreement and a “Pledgor” for all purposes of
the Domestic Pledge Agreement, and shall have all the obligations of a Pledgor
thereunder as if it had executed the Domestic Pledge Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions contained in the Domestic Pledge
Agreement. Without limiting generality of the foregoing terms of this
paragraph 3, the New Subsidiary hereby grants, pledges and assigns to the


 






 


Administrative Agent, for the benefit of the Lenders, a continuing security
interest in, and a right of set off against, any and all right, title and
interest of the New Subsidiary in and to the Capital Stock identified on
Schedule 7 hereto and all other Pledged Collateral (as defined in the Domestic
Pledge Agreement) of the New Subsidiary to secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory
prepayment or otherwise, of the Secured Obligations (as defined in the Domestic
Pledge Agreement).


     4.     The New Subsidiary hereby represents and warrants to the Administrative
Agent that:



		
	 	        (a) The New Subsidiary’s exact legal name and state of formation are
as set forth on the signature pages hereto.
	 
	 	        (b) The New Subsidiary’s chief executive office is located at the
location set forth on Schedule 1 hereto.
	 
	 	        (c) Other than as set forth on Schedule 2 hereto, the New Subsidiary
has not changed its legal name, changed its state of formation, been
party to a merger, consolidation or other change in structure or used any
tradename in the five years preceding the date hereof.
	 
	 	        (d) Schedule 3 hereto includes all Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks and Trademark Licenses owned by the
New Subsidiary in its own name, or to which the New Subsidiary is a
party, as of the date hereof. None of the Copyrights, Patents and
Trademarks of the New Subsidiary set forth in Schedule 4 hereto is the
subject of any licensing or franchise agreement, except as set forth on
Schedule 4 hereto.
	 
	 	        (e) Schedule 4 hereto includes all Commercial Tort Claims before any
Governmental Authority by or in favor of the New Subsidiary.
	 
	 	        (f) Schedule 5 hereto lists all real property located in the United
States that is owned or leased by the New Subsidiary as of the date
hereof.
	 
	 	        (g) Schedule 6 hereto lists all locations in the United States of
tangible personal property that is owned or leased by the New Subsidiary
as of the date hereof.
	 
	 	        (h) Schedule 7 hereto includes all Subsidiaries of the New
Subsidiary, including number of shares of outstanding Capital Stock, the
certificate number(s) of the certificates evidencing such Capital Stock
and the percentage of such Capital Stock owned by the New Subsidiary.



     5.     The address of the New Subsidiary for purposes of all notices and other
communications is the address designated for all Credit Parties on Schedule
11.02 to the Credit Agreement or such other address as the New Subsidiary may
from time to time notify the Administrative Agent in writing.


     6.     The New Subsidiary hereby waives acceptance by the Administrative Agent
and the Lenders of the guaranty by the New Subsidiary under Section 4 of the
Credit Agreement upon the execution of this Joinder Agreement by the New
Subsidiary.


     7.     This Joinder Agreement may be executed in multiple counterparts, each
of which shall constitute an original but all of which when taken together
shall constitute one contract.


 






 


     8.     THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


     IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement
to be duly executed by its authorized officer, and the Administrative Agent,
for the benefit of the Lenders, has caused the same to be accepted by its
authorized officer, as of the day and year first above written.







	 	 	 	 
	 	
    [NEW SUBSIDIARY]
	 
	 
	 	By:	 
	 	 	
	 
	 	Name:	 
	 	Title:	 











	 	 
	
    Acknowledged and accepted:
    


    BANK OF AMERICA, N.A., as Administrative Agent
	 
	 
	By:	 
	
	 
	Name:	 
	Title: