exv10w2



 




Exhibit 10.2




AMENDMENT NO. 1 & CONSENT



     THIS AMENDMENT NO. 1 & CONSENT dated as of September 22, 2003 (this
“Amendment”) of the Credit Agreement referenced below is by and among
BIORELIANCE CORPORATION, a Delaware corporation (“BioReliance”), BIORELIANCE
(GLASGOW) LIMITED, a Scottish private limited company (the “Foreign Borrower”;
together with BioReliance, the “Borrowers”), the Guarantors and Lenders party
hereto and BANK OF AMERICA, N.A., as Administrative Agent, Security Trustee and
L/C Issuer. Capitalized terms used but not otherwise defined herein shall have
the meanings provided in the Credit Agreement.




W I T N E S S E T H



     WHEREAS, a $60 million revolving credit and term loan facility has been
established in favor of the Borrowers pursuant to the terms of that Credit
Agreement dated as of August 12, 2003 (as amended and modified, the “Credit
Agreement”) among the Borrowers, the Guarantors and Lenders party thereto and
Bank of America, N.A., as Administrative Agent, Security Trustee and L/C
Issuer;



     WHEREAS, the parties hereto have agreed to certain modifications to the
Credit Agreement on the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



     SECTION 1 Amendments to the Credit Agreement. The Credit Agreement is
hereby amended in the following respects:



     1.1 Each of the cover page and the introductory paragraph is amended by
replacing the reference to “BIORELIANCE (GLASGOW) LTD.” with “BIORELIANCE
(GLASGOW) LIMITED” and the signature page to the Credit Agreement executed by
the Foreign Borrower is replaced with a corrected signature page for the
Foreign Borrower in the form attached as Schedule 1.1 hereto.



     1.2 Each of the following definitions in Section 1.01 (Defined Terms) is
amended and replaced in its entirety to read as follows:





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





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



     1.3 Section 5.02 (Conditions Precedent to the Initial Credit Extensions)
is amended as follows:





		
	 	     (a) Subsection (p) is amended by inserting a comma and deleting the
word “and” immediately prior to the reference to “8.03” and by adding
“and 8.04 (Fundamental Changes)” at the end thereof;





		
	 	     (b) Each of subsections (a) and (b) of Section 5.02 is amended and
replaced in its entirety to read as follows:




		
	 	     (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 and (ii) BUKS joining
such Person as a Foreign Guarantor.



 







 




		
	 	     (b) Other Credit Documents. Receipt by the Administrative
Agent of duly executed counterparts of each of the Notes, the
Domestic Security Agreement, the Domestic Pledge Agreement, each
Foreign Security Agreement and each Foreign Pledge Agreement
required to be delivered as of the Initial Funding Date, 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) Each of subsections (i) and (ii) of Section 5.02(e) is amended
and replaced in its entirety to read as follows:




		
	 	     (i) consolidated 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 audited by independent public
accountants of recognized national standing (the “BioReliance
Financial Statements”);




		
	 	     (ii) consolidated 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 audited by independent
public accountants of recognized standing reasonably acceptable to
the Administrative Agent (the “Q-One Financial Statements”);





		
	 	     (d) Subsection (n) is amended and replaced in its entirety to read as
follows:




		
	 	     (n) [Intentionally omitted.]



     1.4 Each of Section 6.05 (Financial Statements) and Section 7.01
(Financial Statements) is amended by deleting each reference to the phrase “and
consolidating” therein.



     1.5 Section 6.19 (Business Locations) is amended by deleting the phrase
“located in the United States” therein.



     1.6 Subsection (b) of Section 7.13 (Pledged Capital Stock) is amended by
inserting the phrase “subject to Section 7.18(b)” at the beginning of clause
(iii) thereof.



     1.7 Section 7.18 (Post-Funding Deliveries) is amended and replaced in its
entirety to read as follows:



     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) each item required to be delivered pursuant to Sections
7.12(b), 7.13(b) (other than items referenced in clause
(iii)
thereof, which are subject to subsection (b) below) and 7.14(b);



2







 




		
	 	     (ii) 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




		
	 	     (iii) 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;




		
	 	     (iv) 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;




		
	 	     (v) evidence (including certified copies of applicable
documents and resolutions) that each of Satron, Q-One and each of
their Subsidiaries (other than Quip Technology and Q-One Biotech,
Inc.) 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




		
	 	     (vi) evidence that (A) 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 (B) all Liens (other than Permitted
Liens) securing obligations in connection with such Indebtedness
have been released.




		
	 	     (b) Pledge of Stock of Subsidiaries of the Foreign Borrower. Within
thirty days of the Initial Funding Date, deliver:




		
	 	     (i) each of the items referenced in clause (iii) of Section
7.13(b), and all certificates evidencing any certificated Capital
Stock pledged to the Administrative Agent or the Security Trustee
pursuant to any Foreign Pledge Agreement delivered pursuant
thereto, 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), provided
that it is acknowledged that the Foreign Borrower may, after the
Initial Funding Date, request the Lenders to consent to the
extension of the thirty-day period for the delivery of items in
this subsection (b) so as to permit the adjudication of UK stamp
duty on the transfers of shares in Q-One and Satron to be submitted
after the final determination of the purchase price for such shares
pursuant to the purchase price adjustment provision in the Purchase
Agreement;




		
	 	     (ii) with respect to each of Satron, Q-One and each of their
Subsidiaries (other than Quip Technology and Q-One Biotech, Inc.),
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



3







 




		
	 	holders of all of the issued share capital of such Person
immediately prior to such registry of the Security Trustee; and




		
	 	     (iii) with respect to the foregoing pledges, evidence of
payment of taxes (or exemption therefrom or any provisional
adjudication in respect thereof) in respect of such pledged shares,
filings and related deliveries reasonably necessary in connection
therewith to perfect the security interests therein, and opinions
of counsel (provided that, with respect to enforceability of any
documents executed by a Foreign Credit Party, such opinions shall
be of counsel to the Administrative Agent).




		
	 	     (c) Mortgaged Property Deliveries.




		
	 	     (i) Within ninety days of the Initial Funding Date, deliver a
duly executed leasehold Mortgage with respect to the leasehold
interest of BioReliance in 9900 Blackwell Road, Rockville, Maryland
20850, together with a standard ALTA (or reasonably equivalent)
mortgagee title insurance commitment marked-up (the “Marked
Commitment”), reasonably acceptable to the Administrative Agent,
insuring the priority of such Mortgage over all other liens on such
Property (other than Permitted Liens, including the Leasehold Deed
of Trust and Security Agreement in favor of Bank of America
securing the obligations of the borrowers under that certain
Amended and Restated Replacement Loan Agreement dated as of October
31, 1997 among BioReliance (successor in interest to
Microbiological Associates, Inc.), the other borrowers party
thereto and Bank of America (successor in interest to NationsBank,
N.A., successor in interest to Maryland National Bank) evidencing a
term loan in the current outstanding principal amount of
approximately $2.2 million), together with copies of recorded
documentation relating to any exceptions,




		
	 	     (ii) within thirty days of the date of receipt of the recorded
Mortgage, deliver a standard ALTA (or reasonably equivalent)
mortgagee policy consistent with the Marked Commitment, and




		
	 	     (iii) not later than delivery of the mortgagee policy pursuant
to clause (ii) above, to the extent necessary in connection with
the issuance thereof, deliver a copy of a recent ALTA (or
reasonably equivalent) survey of such Mortgaged Property by
registered engineers or land surveyors.





		
	 	     (d) 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.



     1.8 Each of subsections (d) and (j) of Section 8.02 (Investments) is
amended and replaced in its entirety to read as follows:





		
	 	     (d) Investments by any Domestic Credit Party in any Foreign Credit
Party in an aggregate amount for all such Investments in Foreign Credit
Parties 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);





		
	 	     (j) Investments made in or to the Foreign Borrower (directly or
indirectly) for the purpose of enabling the Foreign Borrower to make
payments of principal and interest owing on



4







 





		
	 	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



     1.9 Subsection (g) of Section 8.05 (Dispositions) is amended and replaced
in its entirety to read as follows:





		
	 	     (g) Dispositions of property by the Domestic Credit Parties to any
Foreign Credit Party in an aggregate amount for all such Dispositions to
Foreign Credit Parties not to exceed the sum of $5,000,000 less the
aggregate amount of Investments permitted pursuant to Section 8.02(d)
outstanding at such time; and



     1.10 Subsection (a) of Section 11.01 (Amendments, Etc.) is amended and
replaced in its entirety to read as follows:





		
	 	     (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) (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 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, or waive any condition precedent set forth in Section
5.03 during the continuance of any Event of Default under Section
9.01(a);




		
	 	     (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;
provided, however, that only the consent of the Required Lenders
shall be 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;




		
	 	     (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;




		
	 	     (vi) waive the pledge of any Collateral under Section 7.13(a)
and (b) or Section 7.14(a) and (b) or, except in connection with a
Disposition permitted under Section 8.05, release all or
substantially all of the Collateral; or




		
	 	     (vii) waive the joinder of any Subsidiary under Section
7.12(a) and (b), or 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;



     SECTION 2 Consent. Notwithstanding the provisions of Section 8.13(c) of
the Credit Agreement, the Lenders hereby consent to allow the Credit Parties to
change the legal name of (a) Q-One Biotech Limited, a Scottish private limited
company, to “BioReliance Biotech Limited” and (b) Q-One


5







 




Biotech, Inc., a Delaware corporation, to “BioReliance Biotech, Inc.”; in each
case not earlier than one Business Day following (i) the consummation of the
Transaction, (ii) the joinder of such Person as a Guarantor under the Credit
Agreement and (iii) the execution and delivery of the security documents to be
entered in connection with such joinder.



     SECTION 3 Conditions Precedent.



     3.1 This Amendment shall be effective immediately upon receipt by the
Administrative Agent, in form and substance satisfactory to the Administrative
Agent, of each of the following:





	 	(a)	 	counterparts of this Amendment duly executed by each Credit Party; and
	 
	 	(b)	 	counterparts of this Amendment duly executed by each Lender.



     SECTION 4 Miscellaneous.



     4.1 Immediately upon the effectiveness of this Amendment, the term “Credit
Agreement” (as used in any of the Credit Documents) shall mean the Credit
Agreement as amended and modified hereby. Except as amended and modified
hereby, all of the terms and provisions of the Credit Agreement and the other
Credit Documents (including schedules and exhibits thereto) shall remain in
full force and effect.



     4.2 The Credit Parties hereby affirm that, after giving effect to this
Amendment, (a) the representations and warranties set forth in the Credit
Agreement and the other Credit Documents are true and complete in all material
respects as of the date hereof (except those which expressly relate to an
earlier period) and (b) no Default or Event of Default exists or is continuing.



     4.3 Each Credit Party hereby represents and warrants that (a) the
execution, delivery and performance by such Credit Party of this Amendment has
been duly authorized by all necessary corporate or other organizational action;
(b) such Credit Party has duly executed and delivered this Amendment; (c) this
Amendment constitutes a legal, valid and binding obligation of such Credit
Party, enforceable against each such Credit Party in accordance with its terms
except as may be limited by applicable Debtor Relief Laws or general principles
of equity; (d) this Amendment does not (i) contravene the terms of such Credit
Party’s Organization Documents, (ii) conflict with or result in any material
breach or contravention of, or the creation of any Lien under (A) any material
Contractual Obligation to which such Credit Party is a party or (B) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Credit Party or its property is subject or (iii) violate any Law;
and (e) other than those that have already been obtained and are in full force
and effect, 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 (i) the execution, delivery or performance by, or enforcement
against, any Credit Party of this Amendment or (ii) admissibility in evidence
of this Amendment under Scottish law.



     4.4 Each Guarantor (a) acknowledges and consents to all of the terms and
conditions of this Amendment, (b) affirms such Guarantor’s obligations under
the Credit Documents and (c) agrees that this Amendment does not operate to
reduce or discharge such Guarantor’s obligations under the Credit Documents.



     4.5 BioReliance agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including the reasonable fees and expenses of Moore & Van
Allen, PLLC.



     4.6 This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this


6







 




 Amendment to produce or account for more than one such counterpart.
Delivery by any party hereto of an executed counterpart of this Amendment by
facsimile shall be effective as such party’s original executed counterpart and
shall constitute a representation that such party’s original executed
counterpart will be delivered promptly.



     4.7 THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.




[remainder of page intentionally left blank]



7







 




     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered 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) LIMITED, 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 1.1



     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) LIMITED, 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: