ex10-7



 



EXHIBIT 10.7









NOTE TO CLERK: THIS IS A SUPPLEMENTAL INSTRUMENT OF WRITING AS DEFINED IN
SECTION 12-101(g), REAL PROPERTY ARTICLE, ANNOTATED CODE OF MARYLAND (1994
REPL. VOL.) WHICH IS EXEMPT FROM RECORDATION TAX PURSUANT TO SECTION 12-108(e)
OF THE AFORESAID CODE.








FOURTH MODIFICATION AGREEMENT — LEASEHOLD

DEED OF TRUST AND SECURITY AGREEMENT


     THIS FOURTH MODIFICATION AGREEMENT — LEASEHOLD DEED OF TRUST AND SECURITY
AGREEMENT (this “Amendment”) is made as of the 1st day of October, 2001 by and
among BIORELIANCE CORPORATION, a corporation organized and in good standing
under the laws of State of Delaware, successor in interest to and formerly known
of record as MICROBIOLOGICAL ASSOCIATES, INC., (the “Grantor”), ELIZABETH F.
SHORE, as trustee (the “Trustee”) and BANK OF AMERICA, N.A., successor to
NATIONSBANK, N.A., a national banking association successor-in-interest to
MARYLAND NATIONAL BANK, a national banking association (the “Beneficiary”).


RECITALS


       A.     The Beneficiary has made a line of credit converting into a term loan
(the “Loan”) in the original principal amount of Three Million Dollars
($3,000,000), which Loan is evidenced by that certain Deed of Trust Note dated
December 17, 1993 from the Grantor and Microbiological Associates International
Limited, which name has been changed to BioReliance Limited (“MAL”), which
Deed of Trust Note was amended by that certain First Loan Modification
Agreement (the “First Loan Modification Agreement”) dated May 31, 1994 by and
among the Beneficiary, the Grantor, MAL, MAGENTA Corporation and Magenta
Services, Ltd.,


 






 




which among other things added Magenta Corporation and Magenta Services,
Ltd. as joint and several co-makers to the Deed of Trust Note, which Deed of
Trust Note was further amended by that certain Second Loan Modification
Agreement dated September 30, 1994 by and among the Grantor, MAL, MAGENTA
Corporation (“Magenta”), Magenta Services, Ltd. (“Magenta Services”) and the
Beneficiary, and which Deed of Trust Note was amended and restated in its
entirety pursuant to the provisions of that certain Third Loan Modification
Agreement dated as of December 1, 1994, by and among the Grantor, MAL, Magenta,
Magenta Services and the Beneficiary, which among other things, increased the
maximum principal amount of the Loan from Three Million Dollars ($3,000,000) to
Four Million Three Hundred Thousand Dollars ($4,300,000), which Deed of Trust
Note was further amended by that certain Deed of Trust Note Modification
Agreement dated as of October 31, 1997 by and among the Grantor, MA
BioServices, Inc., Magenta and Magenta Viral Production, Inc. and the
Beneficiary, which among other things, added certain parties to and released
certain parties from the Note, which among other things, modified the interest
rate applicable to the Loan, which Deed of Trust Note was further amended by
that certain Third Deed of Trust Note Modification Agreement, Dated as of
November 30, 1999, by and among Grantor, MA BioServices, Inc., Magenta and
Magenta Viral Production, Inc. and the Beneficiary, which among other things,
extended the maturity date of the Loan, and which Deed of Trust Note is being
further amended by that certain Fourth Deed of Trust Note Modification
Agreement, of even date herewith by and among the Grantor, BioReliance Testing
and Development, LLC (“BT&D LLC”), BioReliance Manufacturing, LLC (“BMF LLC”)
and BioReliance Viral Manufacturing, Inc., (collectively, the “Borrowers”) and
the Beneficiary, which among other things, added BT&D LLC and BMF LLC as joint
and


 






 




several co-makers of the Deed of Trust Note (the Deed of Trust Note as
amended and restated from time to time, is hereinafter called, the “Note”).


       B.     The Loan is secured by that certain Leasehold Deed of Trust and
Security Agreement dated December 17, 1993 from the Grantor to the trustees
named therein for the benefit of the Beneficiary, which Leasehold Deed of Trust
and Security Agreement was recorded December 20, 1993, among the Land Records
for Montgomery County, Maryland in Liber 12140, at folio 779, and which
Leasehold Deed of Trust and Security Agreement was amended by that certain
Modification Agreement-Leasehold Deed of Trust and Security Agreement dated
December 1, 1994 by and among the Grantor, the trustees named therein and the
Beneficiary, which Leasehold Deed of Trust and Security Agreement was further
amended by that certain Second Modification Agreement-Leasehold Deed of Trust
and Security Agreement dated October 31, 1997 by and among the Grantor, the
trustees named therein and the Beneficiary (the “Second Modification
Agreement”), and which was further amended by that certain Third Modification
Agreement-Leasehold Deed of Trust and Security Agreement dated as of
April 1, 1998 by and among the Grantor, the trustees named therein and the Beneficiary
(the Leasehold Deed of Trust and Security Agreement as thereafter amended from
time to time is hereinafter called the “Deed of Trust”).


       C.     The Borrowers and the Beneficiary have entered into that certain
Amended and Restated Replacement Loan Agreement dated October 31, 1997 (the
“Restated Loan Agreement”), which Restated Loan Agreement was amended by that
certain First Amendment to Amended and Restated Replacement Loan Agreement
dated as of April 1, 1998, which was further amended by that certain Second
Amendment to Amended and Restated Replacement


 






 




 Loan Agreement dated as of December 30, 1999, which was further amended by
that certain Third Amendment to Amended and Restated Replacement Loan Agreement
dated as of June 1, 2001 and which is being further amended by that certain
Fourth Amendment to Amended and Restated Replacement Loan Agreement even date
herewith (the “Fourth Amendment”) (the Restated Loan Agreement as amended from
time to time is hereinafter called the “Loan Agreement”).


       D.     The Borrowers have requested and the Beneficiary has agreed to amend or
delete certain provisions of the Deed of Trust to conform with the terms and
provisions of the Fourth Amendment, all as more fully described herein.


                 NOW, THEREFORE, this Amendment, witnesseth that for Five Dollars ($5.00)
and other good and valuable consideration payable to each of the parties by the
other parties, the parties hereby agree as follows:


        1.      Incorporation of Recitals. The parties hereto acknowledge and agree
that the recitals hereinabove set forth are true and correct in all respects
and that the same are incorporated herein and made a part hereof.


        2.      Definitions. The definition of Borrower added to the Deed of Trust by
the Second Modification Agreement is hereby deleted and replaced in its
entirety as follows:


                 Borrower — each of the Grantor, BioReliance Testing and Development, LLC,
BioReliance Manufacturing, LLC and BioReliance Viral Manufacturing, Inc. and
collectively, the Borrowers.


 






 


        3.      Additional Representations and Warranties. The Grantor hereby
represents and warrants that:


                (a)     The Deed of Trust, as modified by this Amendment, is the Grantor’s
valid, binding and enforceable obligation and constitutes a first lien on the
Grantor’s leasehold interest in the Mortgaged Property;


                (b)     The Grantor has no present claims, actions, causes of action,
defenses, counterclaims or setoffs of any kind or nature which they can assert
against the Beneficiary in connection with the making, closing, administration,
collection and/or enforcement by the Beneficiary of the Obligations, the Deed
of Trust or any related agreement. In the event that the Grantor has any
present claims, actions or causes of action, defenses, counterclaims or setoffs
of any kind or nature which it may now assert against the Beneficiary in
connection with the making, closing, administration, collection and/or
enforcement by the Beneficiary by the Obligations, the Deed of Trust or any
related agreements, which occurred prior to the date of this Amendment then by
executing this Amendment they have forever irrevocably waived and relinquished
them.


        4.      Confirmation. Except as expressly modified hereby, the Deed of Trust
as previously modified, is hereby ratified and confirmed in all respects and
shall remain in full force and effect. The parties hereto acknowledge that the
Trustee is executing this Amendment for the sole purpose of consenting to the
terms hereof. This Amendment shall be one of the “Loan Documents” for all
purposes of the Deed of Trust.


 






 


        5.      Counterparts. This Amendment may be executed in any number of multiple
counterparts, each of which shall be deemed an original hereof and all of which
when taken together shall constitute one and the same instrument.


        6.      Further Assurances. The Grantor shall execute and deliver such
additional documents and instruments and perform such further acts as may be
requested by the Beneficiary from time to time to confirm the provisions of
this Amendment, to carry out more effectively the purposes of the Amendment, or
to confirm the priority of the lien created by the Deed of Trust, as modified
by this Amendment, on any property, rights or interest encumbered or intended
to be encumbered by the Deed of Trust, as modified by this Amendment.


        7.      ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF THIS AMENDMENT, THE
DEED OF TRUST, THE LOAN DOCUMENTS OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR ARBITRATION OF COMMERCIAL DISPUTES OF ENDISPUTE, INC., D/B/A
J.A.M.S./ENDISPUTE (“J.A.M.S.”) AND THE “SPECIAL RULES” SET FORTH BELOW. IN
THE EVENT OF AN INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY
PARTY TO THIS INSTRUMENT, AMENDMENT OR DOCUMENT MAY BRING ANY ACTION,


 






 




INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY
CONTROVERSY OR CLAIM TO WHICH THIS INSTRUMENT, AMENDMENT OR DOCUMENT RELATES IN
ANY COURT HAVING JURISDICTION OVER SUCH ACTION.


       (A)     SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN MONTGOMERY
COUNTY, MARYLAND AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR.
IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION,
THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS
WILL BE COMMENCED WITHIN NINETY (90) DAYS OF THE DEMAND FOR ARBITRATION;
FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO
EXTEND THE COMMENCING OF SUCH HEARING FOR AN ADDITIONAL SIXTY (60) DAYS.


       (B)     RESERVATION OF RIGHTS. NOTHING IN THIS INSTRUMENT, AMENDMENT OR
DOCUMENT SHALL BE DEEMED TO: (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE
APPLICABLE STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS
INSTRUMENT, AMENDMENT OR DOCUMENT; OR (II) BE A WAIVER BY THE BENEFICIARY OF
THE PROTECTION AFFORDED TO IT BY 12 U.S.C. §91 OR ANY SUBSTANTIALLY EQUIVALENT
STATE LAW; OR (III) LIMIT THE RIGHT OF THE BENEFICIARY: (a) TO EXERCISE SELF
HELP REMEDIES (BUT NOT INCLUDING SETOFF), OR (b) TO FORECLOSE AGAINST ANY REAL
OR PERSONAL PROPERTY COLLATERAL, OR (c) TO OBTAIN FROM A COURT


 






 




PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE
RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE BENEFICIARY
MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN
SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF
ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT, AMENDMENT OR
DOCUMENT. NEITHER THE EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR
MAINTENANCE OF ANY ACTION FOR FORECLOSURE OR FOR PROVISIONAL OR ANCILLARY
REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE
CLAIMANT IN SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM
OCCASIONING RESORT TO SUCH REMEDIES.


        8.      Notices. From and after the date of this Amendment, all notices to the
Grantor and the Beneficiary under the Deed of Trust shall be given to such
parties in the manner and at the addresses set forth in the Restated Loan
Agreement.


        9.      Severability. If any provision of this Amendment is held to be invalid
or unenforceable by a court of competent jurisdiction, the other provisions of
this Amendment and the same provision as applied under the circumstances shall
remain in full force and effect and shall be liberally construed in favor of
the Beneficiary in order to affect the intent of this Amendment.


       10.     Governing Law and Captions. This Amendment shall be governed and
construed in accordance with the laws of the State of Maryland. The headings
used in this Amendment are


 






 




for the convenience of the parties only and shall not be used in
interpreting and construing the meaning of this Amendment.


        WITNESS the signatures and seals of the parties hereto as of the day and
year first above written:



	 	 	 
	 
	 	 	
GRANTOR:
	 
	 
	WITNESS/ATTEST:	 	
BIORELIANCE CORPORATION
	 
	 
	/s/ Evdoxia E. Kopsidas


	 	
By:    /s/ John L. Coker                 (SEAL)



Name:    John L. Coker

Title:   Vice President— Finance and

Administration, Chief Financial

Officer
	 
	 
	 	 	
BENEFICIARY:
	 
	 
	 	 	
BANK OF AMERICA, N.A.
	 
	 
	 	 	
By:  /s/ Elizabeth F. Shore
           
   
(SEAL)



Elizabeth F. Shore

Vice President
	 
	 
	WITNESS:	 	
TRUSTEE:
	 
	/s/ Michael J. Radcliffe


	 	
By:  /s/ Elizabeth F. Shore
           
     
(SEAL)



Elizabeth F. Shore, as Trustee



 






 


STATE/COMMONWEALTH OF MARYLAND,

CITY/COUNTY OF MONTGOMERY, TO WIT:


     I HEREBY CERTIFY,
that on this 29th day of March, 2002, before me, the
undersigned Notary Public of said State/Commonwealth, personally appeared
John L. Coke, who acknowledged himself to be the Vice President of
BioReliance Corporation, a Delaware corporation known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained as
the duly authorized Agent of said corporation by signing the name
of the corporation by himself as Vice President.


     WITNESS my hand and Notarial Seal.



	 
	 /s/ Suzanne Rice



Notary Public



My Commission Expires: 11-1-03.


STATE/COMMONWEALTH OF MARYLAND,

CITY/COUNTY OF MONTGOMERY, TO WIT:


     I HEREBY CERTIFY,
that on this 29 day of March, 2002, before me, the
undersigned Notary Public of said State/Commonwealth, personally appeared
Elizabeth F. Shore, known to me (or satisfactorily proven) to be a person whose
name is subscribed to the within instrument, and acknowledged that he executed
the same for the purposes therein contained.


     WITNESS my hand and Notarial Seal.



	 
	/s/ Connie Bruce



Notary Public




My Commission Expires: 4-27-03



 






 



STATE/COMMONWEALTH OF MARYLAND,

CITY/COUNTY OF MONTGOMERY, TO WIT:


     I HEREBY CERTIFY,
that on this 29 day of March, 2002 before me, the
undersigned Notary Public of said State/Commonwealth, personally appeared
Elizabeth F. Shore, who acknowledged herself to be a Vice President of
NATIONSBANK, N.A. known to me (or satisfactorily proven) to be a person whose
name is subscribed to the within instrument, and acknowledged that she executed
the same for the purposes therein contained as the duly authorized Vice
President of said national association signing the name of the national
association by herself as Vice President.


     WITNESS my hand and Notarial Seal.



	 
	/s/ Connie Bruce



Notary Public



My Commission Expires: 4-27-03


     THE UNDERSIGNED, a member in good standing of the Bar of the Court of
Appeals of Maryland, hereby certifies that the within instrument was prepared
by him.



	 
	 



Richard M. Pollak



 






 



Grantee’s Address:


c/o NationsBank, N.A.

6610 Rockledge Drive, Third Floor

Bethesda, Maryland 20817

Attn: Elizabeth F. Shore

           Commercial Banking


Property Address:


9900 Blackwell Road

Rockville, Maryland 20850


Title Insurer:


Chicago Title Insurance Company