Exhibit 10.13.2


 


	
  Fifth Amendment to Loan Documents

  	
  

  



 


THIS FIFTH AMENDMENT TO LOAN DOCUMENTS
(this “Amendment”) is made as of October 31,
2007, and is by and among Bio-Reference Laboratories, Inc.
(“BRLI”), and BRLI No. 2 Acquisition Corp.,
which conduct business as Gene DX, Inc. (“BRLI-DX” and a “Subsidiary Party”)
(BRLI and the Subsidiary Party herein each a “Borrower” and, collectively, “Borrowers”),
the financial institutions which are party hereto (collectively, the “Lenders”
and individually a “Lender”) and PNC BANK, NATIONAL
ASSOCIATION in its capacity as the agent for the Lenders and as the
sole Lender  (in each such capacity, the “Bank”).


BACKGROUND


 


A.                                   The
Borrowers, together with Medilabs, Inc.
as a Subsidiary Party Borrower, have executed and delivered to the Bank, one or
more promissory notes, letter agreements, loan agreements, security agreements,
mortgages, pledge agreements, collateral assignments, and other agreements,
instruments, certificates and documents, some or all of which are more fully
described on attached Exhibit A, which is made a part of this
Amendment (collectively as amended from time to time, the “Loan Documents”)
which evidence or secure some or all of the Borrowers’ obligations to the Bank
for one or more loans or other extensions of credit (the “Obligations”).


 


B.                                     The
Borrowers and the Bank desire to amend the Loan Documents to, among other
things, remove Medilabs, Inc. as a Borrower under the Loan Documents and
to change certain of the other terms and conditions of the Loan Documents, all
as provided for in this Amendment.


 


NOW, THEREFORE, in
consideration of the mutual covenants herein contained and intending to be
legally bound hereby, the parties hereto agree as follows:


 


1.                             Certain of the Loan Documents are amended
as set forth in Exhibit A. Any and all references to any Loan Document in
any other Loan Document shall be deemed to refer to such Loan Document as
amended by this Amendment. This Amendment is deemed incorporated into each of
the Loan Documents. Any initially capitalized terms used in this Amendment
without definition shall have the meanings assigned to those terms in the Loan
Documents. To the extent that any term or provision of this Amendment is or may be
inconsistent with any term or provision in any Loan Document, the terms and
provisions of this Amendment shall control.


 


2.                             (a) Each of the Borrowers hereby
certifies that: (a) all of its representations and warranties in the Loan
Documents, as amended by this Amendment, are, except as may otherwise be
stated in this Amendment: (i) true and correct as of the date of this
Amendment, (ii) ratified and confirmed without condition as if made anew,
and (iii) incorporated into this Amendment by reference.


 


(b) Each of the Borrowers hereby
certifies that (i) no Event of Default or event which, with the passage of
time or the giving of notice or both, would constitute an Event of Default,
exists under any Loan Document which will not be cured by the execution and
effectiveness of this Amendment, (ii) no consent, approval, order or
authorization of, or registration or filing with, any third party is required
in connection with the execution, delivery and carrying out of this Amendment
or, if required, has been obtained or shall be obtained on a timely basis
pursuant to the terms of this Amendment and (iii) this Amendment has been
duly authorized, executed and delivered so that it constitutes the legal, valid
and binding obligation of each Borrower, enforceable in accordance with its
terms. The Borrowers confirm that the Obligations remain outstanding without
defense, set off, counterclaim, discount or charge of any kind as of the date
of this Amendment.


 


3.                                       Each of the Borrowers hereby confirms
that any collateral for the Obligations, including liens, security interests, mortgages,
and pledges granted by the Borrowers or third parties (if applicable), shall
continue unimpaired and in full force and effect, and shall cover and secure
all of the Borrowers’ existing and future Obligations to the Bank, as modified
by this Amendment.


 


61

















 


4.                                       As
a condition precedent to the effectiveness of this Amendment, the Borrowers
shall comply with the terms and conditions (if any) specified in Exhibit A.


 


5.                                       To
induce the Bank to enter into this Amendment, to the extent permitted by law,
each of the Borrowers waives and releases and forever discharges the Bank and
its officers, directors, attorneys, agents, and employees from any liability,
damage, claim, loss or expense of any kind that it may have against the
Bank or any of them arising out of or relating to the Obligations. Each of the
Borrowers further agrees to indemnify and hold the Bank and its officers,
directors, attorneys, agents and employees harmless from any loss, damage,
judgment, liability or expense (including attorneys’ fees) suffered by or
rendered against the Bank or any of them on account of any claims arising out
of or relating to the Obligations. Each of the Borrowers further states that it
has carefully read the foregoing release and indemnity, knows the contents
thereof and grants the same as its own free act and deed.


 


6.                                       This
Amendment may be signed in any number of counterpart copies and by
the parties to this Amendment on separate counterparts, but all such copies shall
constitute one and the same instrument. Delivery of an executed counterpart of
a signature page to this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart. Any party so
executing this Amendment by facsimile transmission shall promptly deliver a
manually executed counterpart, provided that any failure to do so shall not
affect the validity of the counterpart executed by facsimile transmission.


 


7.                                       This
Amendment will be binding upon and inure to the benefit of each Borrower and
the Bank and their respective heirs, executors, administrators, successors and
assigns.


 


8.                                       This
Amendment has been delivered to and accepted by the Bank and will be deemed to
be made in the State where the Bank’s office indicated in the Loan Documents is
located. This Amendment will be interpreted and the rights and liabilities of
the parties hereto determined in accordance with the laws of the State where
the Bank’s office indicated in the Loan Documents is located, excluding its
conflict of laws rules.


 


9.                                       Except
as amended hereby, the terms and provisions of the Loan Documents remain
unchanged, are and shall remain in full force and effect unless and until
modified or amended in writing in accordance with their terms, and are hereby
ratified and confirmed. Except as expressly provided herein, this Amendment
shall not constitute an amendment, waiver, consent or release with respect to
any provision of any Loan Document, a waiver of any default or Event of Default
under any Loan Document, or a waiver or release of any of the Bank’s rights and
remedies (all of which are hereby reserved). Each of the
Borrowers expressly ratifies and confirms the waiver of jury trial provisions
contained in the Loan Documents.


 


[Signature page follows.]


 


WITNESS the
due execution of this Fifth Amendment to Loan Documents as a document under
seal as of the date first written above.


 


	
  ATTEST:

  	
   

  	
  BIO-REFERENCE
  LABORATORIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /S/
  Sam Singer

  	
   

  	
  By:

  	
    /S/
  Marc D. Grodman

  	
   

  
	
  Name:

  	
  SAM
  SINGER

  	
   

  	
   

  	
  Name:

  	
  MARC
  D. GRODMAN    (SEAL)

  
	
  Title:

  	
  Secretary

  	
   

  	
   

  	
  Title:

  	
  President

  
											



 


62

















 


	
  ATTEST:

  	
   

  	
   

  	
  BRLI NO. 2
  ACQUISITION CORP.,

  	
   

  
	
   

  	
   

  	
   

  	
  doing
  business as Gene DX, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  Subsidiary
  Party

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /S/
  Sam Singer

  	
   

  	
  By:

  	
   

  	
  /S/
  Marc D. Grodman

  
	
  Name:

  	
  SAM
  SINGER

  	
   

  	
   

  	
  (SEAL)

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  	
   

  	
  Name:

  	
  MARC
  D. GRODMAN

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /S/
  Parameswar Sivaramakrishnan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  PARAMESWAR
  SIVARAMAKRISHNAN

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
																			



 


 


By
signing below as of this 31st day of October, 2007, Medilabs, Inc.
hereby acknowledges and agrees as follows: 
(a) from and after this date, it shall have no right to request
Advances or any other financial accommodations from the Bank under the Loan
Documents; (b) the Bank’s security interest in and lien upon all of the
assets of Medilabs, Inc. are continuing and are in full force and effect
as of the date of this Fifth Amendment, and (c) such security interest and
lien shall continue in full force and effect, notwithstanding the dissolution
of Medilabs, Inc. and the sale, transfer or other conveyance of such
assets to another Person, unless and until Bank shall provide a written release
of such security interest and lien.


 


 


	
  ATTEST:

  	
  MEDILABS, INC.,

  
	
   

  	
   

  	
  a
  Subsidiary Party

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /S/
  Sam Singer

  	
   

  	
  By:

  	
     /S/
  Marc D. Grodman

  
	
  Name:

  	
  SAM
  SINGER

  	
   

  	
  (SEAL)

  
	
  Title:

  	
  Secretary

  	
  Name:

  	
  MARC
  D. GRODMAN

  
	
   

  	
   

  	
  Title:

  	
  President

  
										



 


63

















 


EXHIBIT A TO


FIFTH AMENDMENT TO LOAN DOCUMENTS


DATED AS OF October 31, 2007


 


A.                                    The “Loan Documents”
that are the subject of this Amendment include the following (as any of the
foregoing have previously been amended, modified or otherwise supplemented):


 


1.                                       Amended and
Restated Loan and Security Agreement dated as of September 30, 2004, as
amended by that certain:  (a) letter
amendment dated April 20, 2005, (b) Second Amendment to Loan
Documents dated as of January 19, 2006, (c) Third Amendment to Loan
Documents dated September 13, 2006, and (d) Fourth Amendment to Loan
Documents Dated as of October 1, 2006 (as amended, the “Loan Agreement”).


 


2.                                       All other
documents, instruments, agreements, and certificates executed and delivered in
connection with the Loan Documents listed in this Section A.


 


B.                                    The Loan Agreement is hereby amended as
follows:


 


1.                                       Release of
Medilabs. The Loan Agreement is hereby amended in its
entirety to delete Medilabs, Inc. as a Borrower and to release Medilabs, Inc.
from all of its Obligations under the Loan Agreement and the Other Documents
under the following terms and conditions:


 


(a)                                  By the
execution and delivery of this Fifth Amendment, and in consideration of and as
an inducement for the agreement by Agent and Lenders to (i) release
Medilabs, Inc. as a Subsidiary Party and Borrower under the Loan Agreement
and Other Documents and (ii) consent to the dissolution of Medilabs, Inc.,
Borrowers hereby covenant and agree that they hereby assume and accept as joint
and several obligors, all of the Obligations, which are or may be
attributable to Medilabs, Inc., and agree to pay and perform all of
such Obligations in the manner and at the times set forth in the Loan Agreement
or in the Other Documents.


 


(b)                                 BRLI further
covenants and agrees that it shall (x) not permit Medilabs, Inc. to
conduct any business or own any assets at any time after December 31,
2007; (y) take all steps which are necessary to dissolve Medilabs, Inc.
as soon as is practicable after December 31, 2007, and (z) cause any
and all assets of Medilabs, Inc. to be transferred and conveyed to BRLI or
to such other Person as BRLI, upon prior written notice to Bank, shall elect.


 


(c)                                  By the
execution and deliver and delivery of this Fifth Amendment, in consideration of
the covenants and agreement of Borrowers set forth above, Bank hereby consents
to the dissolution of Medilabs, Inc.


 


2.                                       New Definitions. Article 1
of the Loan Agreement, Section 1.2 is hereby amended to add the following
as new definitions:


 


“Fifth Amendment” shall mean the Fifth
Amendment to Loan Documents dated as of the Fifth Amendment Closing Date.


 


“Fifth Amendment Closing Date” shall mean October 31,
2007.


 


3.                                       Extension of Term. Article 13
of the Loan Agreement, the first sentence of Section 13.1, is hereby
amended and restated, in order to extend the Term for a one-year period, as
follows:


 


13.1.                        Term. This
Agreement, which shall inure to the benefit of and shall be binding upon the
respective successors and permitted assigns of Borrower, Agent and each


 


64

















 


Lender,
shall become effective on the date hereof and shall continue in full force and
effect until October 31, 2008 (the “Term”) unless sooner terminated as
herein provided.


 


C.                                    Waiver.


 


1.                                       Borrowers hereby acknowledge that (a) they
have failed to comply with Section 7.6 of the Loan Agreement, due to that
fact that Borrowers’ total Capital Expenditures as of July 31, 2007 and as
of October 31, 2007 exceeded the annual permitted amount of $10,000,000.00
and (b) this failure to comply has resulted in the occurrence of an Event
of Default under the Loan Agreement.


 


2.                                       Borrowers hereby request that Agent agree to
waive this Event of Default.


 


3.                                       Agent hereby waives the Event of Default
noted above.


 


4.                                       This waiver is specific to the Event of
Default as it existed on the dates noted. This waiver is not intended and shall
not be deemed to extend to any other Event of Default, whether known or unknown
and whether now existing or hereafter arising.


 


5.                                       The granting of this waiver in this instance
shall not create an obligation on the part of Agent to grant any waiver as
to the same or any other Default or Event of Default in the future. Agent
hereby reserves all of its rights and remedies with respect to such other
Defaults and Events of Default, whether known or unknown and whether now
existing or hereafter arising.


 


D                                       Conditions to Effectiveness of Amendment: 
Agent’s willingness to agree to the amendments and waiver set forth in
this Amendment are subject to the prior satisfaction of the following
conditions:


 


1.                                       Execution by all parties and delivery to PNC
of the following, each in form and substance acceptable to Agent:


 


(a)                                  This Fifth Amendment;


 


(b)                                 A Ninth Amended and Restated Secured
Revolving Note in the amount of Thirty Million Dollars ($30,000,000.00)
executed by each Borrower; and


 


(c)                                  A resolution authorizing the due execution of
this Amendment by each Borrower and by Medilabs; and


 


(d)                                 Such other documents, agreements and
instruments as Bank shall reasonably require.


 


2.                                       Reimbursement by Borrowers of the fees and
expenses of Bank’s counsel, whether incurred in connection with this Amendment
or in conjunction with the continuing commercial lending relationship between
PNC and Borrowers, which fees and expense may be paid by Agent making a
loan from the revolving line of credit, from time to time, in the amount of
such fees and expenses and retaining the proceeds in satisfaction of same.


 


E.                                      Post-Closing Conditions to the continuing
effectives of this Fifth Amendment.


 


1.                                       Delivery to Agent or its counsel of true
copies of documents, as filed with the Secretary of State of the State of New
York, evidencing the dissolution of Medilabs, Inc. within thirty (30) days
of the filing date.


 


65

















 


CONSENT BY GUARANTOR


 


The undersigned Guarantor to the provisions of the foregoing Amendment
(the “Amendment”) and all prior amendments
(if any) and confirms and agrees that:


 


(a)                                  the
Guarantor’s obligations under its:  (i) Continuing
Unlimited Corporate Guaranty dated as of September 30, 2004, (ii) Amended
and Restated Continuing Unlimited Corporate Guaranty dated as of October 31,
2006, and (iii) Guarantor’s Security Agreement dated as of September 30,
2004 (collectively, the “Guaranty”),
relating to the Obligations mentioned in the Amendment, shall be unimpaired by
the Amendment; and


 


(b)                                 the
Guarantor has no defenses, set offs, counterclaims, discounts or charges of any
kind against the Bank, its officers, directors, employees, agents or attorneys
with respect to the Guaranty; and (c) all of the terms, conditions and
covenants in the Guaranty remain unaltered and in full force and effect and are
hereby ratified and confirmed and apply to the Obligations, as modified by the
Amendment. The Guarantor certifies that all representations and warranties made
in the Guaranty are true and correct.


 


The Guarantor hereby confirms that any collateral for the Obligations,
including liens, security interests, mortgages, and pledges granted by the
Guarantor or third parties (if applicable), shall continue unimpaired and in
full force and effect, shall cover and secure all of the Guarantor’s existing
and future Obligations to the Bank, as modified by this Amendment.


 


The
Guarantor ratifies and confirms the waiver of jury trial provisions contained
in the Guaranty.


 


WITNESS the
due execution of this Consent and Acknowledgement as a document under seal as
of the date of this Fifth Amendment, intending to be legally bound hereby.


 


 


	
  ATTEST:

  	
   

  	
  CareEvolve.com, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
     /S/
  Sam Singer

  	
   

  	
  By:

  	
     /S/
  Marc D. Grodman

  
	
  Name:

  	
  SAM
  SINGER

  	
  Name:

  	
  MARC
  D. GRODMAN   (SEAL)

  	
   

  
	
  Title:

  	
  Secretary

  	
  Title:

  	
  President

  	
   

  
										



 


66

















 


NINTH AMENDED AND RESTATED SECURED REVOLVING
NOTE


(PNC Bank, National Association)


 


	
  $30,000,000.00

  	
   

  	
  As of October 31, 2007

  



 


FOR VALUE RECEIVED, BIO-REFERENCE
LABORATORIES, INC., a New Jersey corporation with an address at
481 Edward H. Ross Drive, Elmwood Park, New Jersey 07497 and its Subsidiary or
Subsidiaries party hereto (collectively, jointly and severally the “Borrowers”), promise to pay on the earlier of demand made in
accordance with the terms of the Loan Documents (as defined herein) or October 31, 2008, to the order of PNC BANK,
NATIONAL ASSOCIATION (the “Lender”), in lawful money of the United States of America in
immediately available funds at the Payment Office of PNC Bank, National
Association as the Agent for the Lenders (the “Agent”)
at its offices located at Two Tower Center Boulevard, East Brunswick, New
Jersey 08816, or at such other location as Lender may designate from time
to time, the principal sum of THIRTY MILLION DOLLARS
($30,000,000.00) (the “Facility”) or
such lesser amount as may be advanced to or for the benefit of Borrowers
hereunder, together with interest accruing on the outstanding principal balance
from the date hereof, as provided below:


 


1.                                      Rate
of Interest. Amounts outstanding under this Note will bear interest at
a rate per annum which, as Borrowers shall elect in accordance with the terms
of the Loan Documents, shall be at all time equal to either (a) the
Alternate Base Rate per annum plus the Applicable Margin with respect to
Domestic Rate Loans or (b) the Eurodollar Rate plus the Applicable Margin
with respect to Eurodollar Loans. Interest will be calculated on the basis of a
year of 360 days for the actual number of days in each interest period. For all
Domestic Rate Loans, if and when the Alternate Base Rate changes, the rate of
interest on this Note will change automatically without notice to Borrowers,
effective on the date of any such change. In no event will the rate of interest
hereunder exceed the maximum rate allowed by law.


 


2.                                      Advances.
Borrowers may request advances, repay and request additional advances
hereunder, subject to the terms and conditions of this Note and the Loan
Documents. In no event shall the aggregate unpaid principal amount of advances
under this Note exceed the face amount of this Note.


 


3.                                      Payment
Terms. The outstanding principal balance and any accrued but unpaid
interest shall be due and payable to Agent on the earlier of demand made in
accordance with the Loan Documents or October 31, 2008. Accrued interest
will be due and payable in the absence of demand on the first (1st) day of each
month with respect to Domestic Rate Loans and on the last day of each Interest
Period (or calendar quarter within an Interest Period, in the case of Interest
Periods exceeding three months) with respect to Eurodollar Loans. If any
payment under this Note shall become due on a Saturday, Sunday or public
holiday under the laws of the State of New Jersey, such payment shall be made
on the next succeeding Business Day and such extension of time shall be
included in computing interest in connection with such payment. Borrowers
hereby authorize Agent to charge Borrowers’ deposit account at Agent for any
payment when due hereunder. Payments received will be applied to charges, fees
and expenses (including attorneys’ fees), accrued interest and principal in any
order Agent may choose, in its sole discretion.


 


67

















 


4.                                      Late
Payments; Default Rate. If Borrowers fail to make any payment of
principal, interest or other amount coming due pursuant to the provisions of
this Note within ten (10) calendar days of the date due and payable,
Borrowers also shall pay to Lender a late charge equal to two percent (2%) of
the amount of such payment. Such ten (10) day period shall not be
construed in any way to extend the due date of any such payment. The late
charge is imposed for the purpose of defraying Lender’s expenses incident to
the handling of delinquent payments and is in addition to, and not in lieu of,
the exercise by Agent or Lender of any rights and remedies hereunder, under the
other Loan Documents or under applicable laws, and any fees and expenses of any
agents or attorneys which Agent or Lender may employ. Upon the occurrence
of an Event of Default under the Loan Documents, at the option of the Required
Lenders, this Note shall bear interest at a rate per annum (based on a year of
360 days and actual days elapsed) which shall be two percent (2%) per annum in
excess of the interest rate in effect from time to time with respect to
Domestic Rate Loans but not more than the maximum rate allowed by law (the “Default Rate”). The Default Rate shall continue to apply
whether or not judgment shall be entered on this Note.


 


5.                                      Prepayment.
The indebtedness evidenced by this Note may be prepaid in whole or in part at
any time without penalty, so that the outstanding principal balance hereof may be
reduced to Zero ($0) Dollars from time to time.


 


6.                                      Other
Loan Documents. This Note is issued in connection with the Amended and
Restated Loan and Security Agreement dated as of September 30, 2004, as
heretofore and as may in the future be amended from time to time (the “Credit Agreement”) and the Other Documents executed in
conjunction therewith, as the same may be amended from time to time, the
terms of which are incorporated herein by reference (the “Loan
Documents”) and is secured by the property described in the Loan
Documents and by such other collateral as previously may have been, is, or
in the future may be granted to Agent to secure this Note. Any capitalized
term not defined herein shall be defined as set forth in the Credit Agreement,
the terms and conditions of which are incorporated herein by reference as if
set forth herein at length.


 


7.                                      Advance
Procedures. A request for advance made by telephone must be promptly
confirmed in writing by such method as Agent may require. Borrowers
authorize Agent to accept telephonic requests for advances, and Agent shall be
entitled to rely upon the authority of any person providing such instructions. Borrowers
hereby indemnify and hold Agent harmless from and against any and all damages,
losses, liabilities, costs and expenses (including reasonable attorneys’ fees
and expenses) which may arise or be created by the acceptance of such
telephone requests or making such advances. Agent will enter on its books and
records, which entry when made will be presumed correct, the date and amount of
each advance, as well as the date and amount of each payment made by Borrowers.


 


8.                                      Events
of Default. The occurrence of any of the Events of Default set forth in
the Loan Documents will be deemed to be an “Event of
Default” under this Note. Upon the occurrence of an Event of
Default:  (a) Lender shall be under
no further obligation to make advances hereunder; (b) if an Event of
Default specified in Section 10.5 or 10.6 of the Credit Agreement shall
occur, the outstanding principal balance and accrued interest hereunder
together with any additional amounts payable hereunder shall be immediately due
and payable without demand or notice of any kind; (c) if any other Event
of Default shall occur, the outstanding principal balance and accrued interest
hereunder together with any additional amounts payable hereunder, at the option
of the Required Lenders and without demand or notice of any kind, may be
accelerated and become immediately due and payable; (d) at the option of
the Required Lenders, this Note will bear interest at the Default Rate from the
date of the occurrence of the Event of Default; and (e) Agent and Lender may exercise
from time to time any of the rights and remedies available to Agent and Lender
under the Loan Documents or under applicable law.


 


9.                                      Right
of Setoff. In addition to all liens upon and rights of setoff against
the money, securities or other property of Borrowers given to Lender by law,
Lender shall have, with respect to Borrowers’ obligations to Lender under this
Note and to the extent permitted by law, a contractual possessory security
interest in and a contractual right of setoff against, and Borrowers hereby
assign, convey, deliver, pledge and transfer to Lender all of Borrowers’ right,
title and interest in and to, all deposits, moneys, securities and other
property of Borrowers now or hereafter in the possession of or on deposit with,
or in transit to, Lender whether held in general or special account or deposit,
whether held jointly with someone else, or whether held by Lender for
safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust
accounts. Every such security


 


68

















 


interest and right of setoff may be exercised without demand upon
or notice to Borrowers. Every such right of setoff shall be deemed to have been
exercised hereunder without any action of Lender, although Lender may enter
such setoff on its books and records at a later time.


 


10.                               Miscellaneous.
No delay or omission of Agent or Lender to exercise any right or power
arising hereunder shall impair any such right or power or be considered to be a
waiver of any such right or power, nor shall Agent or Lender’s action or
inaction impair any such right or power. Borrowers agree to pay on demand, to
the extent permitted by law, all costs and expenses incurred by Agent and
Lender in the enforcement of  their
rights in this Note and in any security therefor, including without limitation
reasonable fees and expenses of their counsel. If any provision of this Note is
found to be invalid by a court, all the other provisions of this Note will
remain in full force and effect. Borrowers and all other makers and endorsers of
this Note hereby forever waive presentment, protest, notice of dishonor and
notice of non-payment. Borrowers also waives all defenses based on suretyship
or impairment of collateral. If this Note is executed by more than one
Borrower, the obligations of such persons or entities hereunder will be joint
and several. This Note shall bind Borrowers and their successors and assigns,
and the benefits hereof shall inure to the benefit of Lender and its successors
and assigns.


 


This Note has been delivered to and accepted by Lender and will be
deemed to be made in the State of New Jersey. THIS NOTE
WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF LENDER AND  BORROWERS DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW JERSEY, EXCLUDING ITS CONFLICT OF LAWS RULES. Borrowers
hereby irrevocably consent to the exclusive jurisdiction of any state or
federal court for the county of Middlesex, New Jersey or judicial district of
New Jersey, and consents that all service of process be sent by nationally
recognized overnight courier service directed to Borrowers at Borrowers’
address set forth in the Credit Agreement and service so made will be deemed to
be completed on the Business Day after deposit with such courier; provided that
nothing contained in this Note will prevent Agent or Lender from bringing any
action, enforcing any award or judgment or exercising any rights against
Borrowers individually, against any security or against any property of
Borrowers within any other county, state or other foreign or domestic
jurisdiction. Borrowers acknowledge and agree that the venue provided above is
the most convenient forum for both Lender and Borrowers. Borrowers waive any
objection to venue and any objection based on a more convenient forum in any
action instituted under this Note.


 


11.                               Waiver
of Jury Trial. BORROWERS IRREVOCABLY WAIVE ANY AND ALL RIGHTS BORROWERS MAY HAVE
TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO
THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY
TRANSACTION CONTEMPLATED IN ANY SUCH DOCUMENTS. BORROWERS ACKNOWLEDGE THAT THE
FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


 


12.                               Substitution
of Note. This Note evidences indebtedness created under the Credit
Agreement, which indebtedness is in full force and effect on a continuing
basis, unimpaired and undischarged, under the Credit Agreement. This Note is
issued  in substitution for and
replacement of, but not in payment or satisfaction of, that certain Eighth
Amended and Restated Secured Revolving Note dated as of October 31, 2006,
in the face amount of $30,000,000.00.


 


Borrowers acknowledge that they have has read and understood all the
provisions of this Note, including the waiver of jury trial, and have been
advised by counsel as necessary or appropriate.


 


WITNESS the due
execution of this Ninth Amended and Restated Secured Revolving Note as a
document under seal, as of the date first written above, with the intent to be
legally bound hereby.


 


	
  ATTEST:

  	
   

  	
  BIO-REFERENCE LABORATORIES, 

  	
   

  
	
   

  	
   

  	
  INC., a New Jersey corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /S/ Sam Singer

  	
   

  	
  By:

  	
     /S/ Marc D. Grodman

  
	
   

  	
  SAM SINGER, Secretary

  	
   

  	
   

  	
  MARC D. GRODMAN, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
  BRLI NO. 2 ACQUISITION ‘CORP.,

  
	
   

  	
   

  	
   

  	
  a New Jersey corporation

  
	
   

  	
   

  	
   

  	
  doing business as Gene DX, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /S/ Sam Singer

  	
   

  	
  By:

  	
          /S/ Marc D. Grodman

  
	
   

  	
  SAM SINGER, Secretary

  	
   

  	
   

  	
  MARC D. GRODMAN, President

  
													



 


69

















 


CORPORATE RESOLUTION OF MEDILABS, INC.


TO AMEND LOAN DOCUMENTS


 


The
undersigned, being the Chief Financial Officer of MEDILABS, INC.
(the “Corporation”) does hereby certify
that the following Resolution was duly adopted by unanimous consent of the
Board of Directors of the Corporation, and in lieu of meeting:


 


WHEREAS, the
Corporation, BIO-REFERENCE LABORATORIES, INC.,
and BRLI NO. 2 ACQUISITION CORP.
(collectively, the “Companies”) are engaged in a commercial lending
relationship with PNC BANK, NATIONAL
ASSOCIATION, (“PNC”) pursuant
to which certain loan agreements have previously been executed; and


 


WHEREAS, the
shareholders and directors of the Corporation desire to have the Corporation
released as a co-borrower with the other Companies in order that the
Corporation may formulate a plan of dissolution; and


 


WHEREAS, the
Corporation, the other Companies and PNC have determined that, in order to
memorialize this request,  it is in the
best interest of the Corporation to enter into a Fifth Amendment to the Amended
and Restated Loan and Security Agreement dated as of September 30, 2004,
as previously amended.


 


NOW, THEREFORE, be it


 


RESOLVED, that
the President and/or Chief Financial Office of the Corporation or any other
person authorized by either of them, are authorized to execute and deliver the
Fifth Amendment to Loan Documents in order to document the release of the
Corporation as an obligor under the Amended and Restated Loan Agreement and the
continuation of PNC’s lien and security interest in and to the assets of the
Corporation and to execute and deliver any and all documents or other instruments
in furtherance thereof, and to do such other acts and things as may be
necessary or advisable in order to carry out and perform on the part of
the Corporation, the covenants, conditions and agreements on its part to
be carried out, or to carry out and perform the full effect, intent and
purposes of this Resolution; and


 


As
Chief Financial Officer, I further certify that the foregoing Resolution has
not been repealed, annulled, altered or amended in any respect but remains in
full force and effect, and that there is nothing in the Articles of
Incorporation or By-Laws of said Corporation with which anything contained in
said Resolution is in conflict.


 


IN WITNESS WHEREOF, I have hereunto set my hand as Chief Financial Officer and affixed
the seal of this Corporation as of the 31st day of October, 2007.


 


	
   

  	
  MEDILABS, INC.

  
	
   

  	
   

  
	
   

  	
   By:

  	
        /S/
  Sam Singer

  
	
   

  	
  Name:

  	
  Sam
  Singer

  
	
   

  	
   Title:

  	
  Chief Financial Officer

  
				



 


70

















 


CORPORATE RESOLUTION OF


BIO-REFERENCE LABORATORIES, INC.


TO AMEND LOAN DOCUMENTS


 


The undersigned, being the Chief Financial Officer of BIO-REFERENCE LABORATORIES, INC. (the “Corporation”) does hereby certify that the following
Resolution was duly adopted by unanimous consent of the Board of Directors of
the Corporation, and in lieu of meeting:


 


WHEREAS, the
Corporation, BRLI NO.2 ACQUISITION CORP. and MEDILABS, INC. (collectively, the “Companies”) are
engaged in a commercial lending relationship with PNC BANK,
NATIONAL ASSOCIATION, (“PNC”) pursuant
to which certain loan agreements have previously been executed; and


 


WHEREAS, the
Companies and PNC have negotiated an amendment to their commercial lending
agreements to, among other things, extend the term of the lending relationship
to October 31, 2008, and to delete Medilabs, Inc. as a co-borrower;
and


 


WHEREAS, in
furtherance of the said negotiations it has been determined that it is in the
best interest of the Corporation to enter into a Fifth Amendment to the Amended
and Restated Loan and Security Agreement dated as of September 30, 2004,
as amended by that certain letter amendment dated April 20, 2005, by that
certain Second Amendment to Loan Documents dated as of January 19, 2006,
by that certain Third Amendment to Loan Documents dated September 14, 2006
and by that certain Fourth Amendment to Loan Documents dated as of October 31,
2006.


 


NOW, THEREFORE, be it


 


RESOLVED, that the
President and/or Chief Financial Officer of the Corporation or any other person
authorized by either of them, are authorized to negotiate for and borrow money;
discount bills receivable or negotiable paper; and obtain credit for the
Corporation from PNC under such terms and conditions as they, in their best
business judgment may deem advisable, and in connection therewith, to
make, execute, endorse and deliver any notes, drafts, acceptances, agreements
or any other obligations of the Corporation, or amendments to any previously
executed obligations or agreements, and as security therefor, to mortgage,
pledge, or hypothecate any stocks, notes, bills or accounts receivable, bills
of lading, warehouse receipts, inventory, equipment, fixtures, furniture, real
estate or other instruments or assets of the Corporation and to execute and
deliver any and all endorsements, instruments of assignment, pledge agreements,
financing statements, security agreements, mortgages, powers of attorney,
documents or other instruments in furtherance thereof, and to do such other
acts and things as may be necessary or advisable in order to carry out and
perform on the part of the Corporation, the covenants, conditions and
agreements on its part to be carried out, or to carry out and perform the
full effect, intent and purposes of this Resolution.


 


As Chief Financial Officer, I further certify that the foregoing Resolution
has not been repealed, annulled, altered or amended in any respect but remains
in full force and effect, and that there is nothing in the Articles of
Incorporation or By-Laws of said Corporation with which anything contained in
said Resolution is in conflict.


 


IN WITNESS WHEREOF,
I have hereunto set my hand as Chief Financial Officer and affixed the seal of
this Corporation as of the 31st day of October, 2007.


 


 


	
   

  	
  BIO-REFERENCE LABORATORIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ Sam Singer

  
	
   

  	
  Name:

  	
  Sam Singer

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
						



 


71

















 


CORPORATE RESOLUTION OF


BRLI NO. 2 ACQUISITION CORP.


TO AMEND LOAN DOCUMENTS


 


The undersigned, being the Chief Financial Officer of BRLI NO. 2 ACQUISITION CORP. (the “Corporation”)
does hereby certify that the following Resolution was duly adopted by unanimous
consent of the Board of Directors of the Corporation, and in lieu of meeting:


 


WHEREAS, the
Corporation, BIO-REFERENCE LABORATORIES, INC. and MEDILABS, INC. (collectively, the “Companies”) are
engaged in a commercial lending relationship with PNC BANK,
NATIONAL ASSOCIATION, (“PNC”) pursuant
to which certain loan agreements have previously been executed; and


 


WHEREAS, the
Companies and PNC have negotiated an amendment to their commercial lending
agreements to, among other things, extend the term of the lending relationship
to October 31, 2008, and to delete Medilabs, Inc. as a co-borrower;
and


 


WHEREAS, in
furtherance of the said negotiations it has been determined that it is in the
best interest of the Corporation to enter into a Fifth Amendment to the Amended
and Restated Loan and Security Agreement dated as of September 30, 2004,
as amended by that certain letter amendment dated April 20, 2005, by that
certain Second Amendment to Loan Documents dated as of January 19, 2006,
by that certain Third Amendment to Loan Documents dated September 14, 2006
and by that certain Fourth Amendment to Loan Documents dated as of October 31,
2006.


 


NOW, THEREFORE, be it


 


RESOLVED, that the
President and/or Chief Financial Officer of the Corporation or any other person
authorized by either of them, are authorized to negotiate for and borrow money;
discount bills receivable or negotiable paper; and obtain credit for the
Corporation from PNC under such terms and conditions as they, in their best
business judgment may deem advisable, and in connection therewith, to
make, execute, endorse and deliver any notes, drafts, acceptances, agreements
or any other obligations of the Corporation, or amendments to any previously
executed obligations or agreements, and as security therefor, to mortgage,
pledge, or hypothecate any stocks, notes, bills or accounts receivable, bills
of lading, warehouse receipts, inventory, equipment, fixtures, furniture, real estate
or other instruments or assets of the Corporation and to execute and deliver
any and all endorsements, instruments of assignment, pledge agreements,
financing statements, security agreements, mortgages, powers of attorney,
documents or other instruments in furtherance thereof, and to do such other
acts and things as may be necessary or advisable in order to carry out and
perform on the part of the Corporation, the covenants, conditions and
agreements on its part to be carried out, or to carry out and perform the
full effect, intent and purposes of this Resolution.


 


As Chief Financial Officer, I further certify that the foregoing
Resolution has not been repealed, annulled, altered or amended in any respect
but remains in full force and effect, and that there is nothing in the Articles
of Incorporation or By-Laws of said Corporation with which anything contained
in said Resolution is in conflict.


 


IN WITNESS WHEREOF,
I have hereunto set my hand as Chief Financial Officer and affixed the seal of
this Corporation as of the 31st day of October, 2007.


 


 


	
  .

  	
  BRLI NO.2 ACQUISITION CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /S/ Sam Singer

  
	
   

  	
  Name:

  	
  Sam Singer

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
						



 


72