Exhibit
10.13.1


EXECUTION
VERSION


	
  Fourth Amendment to Loan Documents

  	
   

  	
  

  



 


THIS FOURTH AMENDMENT TO LOAN DOCUMENTS
(this “Amendment”) is made as of October 31,
2006, and is by and among Bio-Reference
Laboratories, Inc. (“BRLI”), a Subsidiary of BRLI MediLabs, Inc. as the existing Subsidiary Party (“Existing
Subsidiary Borrower” and, collectively with BRLI, the “Existing Borrowers”),
and a new Subsidiary of BRLI, BRLI No. 2 Acquisition
Corp., which is about to conduct business as Gene DX, Inc. (“BRLI-DX”),
which is a new Subsidiary Party (Existing Subsidiary Borrower and BRLI-DX,
collectively, the “Subsidiary Parties”) (BRLI and the Subsidiary Parties 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
Existing Borrowers have executed and delivered to the Bank (or a predecessor
which is now known by the Bank’s name as set forth above), 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 Existing Borrowers’ obligations to the
Bank for one or more loans or other extensions of credit (the “Obligations”).


B.            The
Existing Borrowers and the Bank desire to amend the Loan Documents 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 Existing 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, 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 Existing 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.


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 Fourth 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

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  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

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  ATTEST:

  	
   

  	
   

  	
   

  	
  BRLI NO. 2 ACQUISITION CORP.,

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
  a 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