ex10-15



 



EXHIBIT 10.15



THIRD AMENDMENT TO

AMENDED AND RESTATED REPLACEMENT LOAN AGREEMENT



     THIS THIRD AMENDMENT TO AMENDED AND RESTATED REPLACEMENT LOAN AGREEMENT
(the “Agreement”) is made this 11th day of June, 2001, but effective as of the
31st day of May 2001, by and among BIORELIANCE CORPORATION, a corporation
organized and in good standing under the laws of the State of Delaware,
successor in interest to Microbiological Associates, Inc. (the “Company”),
BIORELIANCE TESTING AND DEVELOPMENT, INC., formerly known as MA BioServices,
Inc., a corporation organized and in good standing under the laws of the State
of Delaware (“MA BioServices”), BIORELIANCE MANUFACTURING, INC., formerly known
as Magenta Corporation, a corporation organized and in good standing under the
laws of the State of Delaware (“Magenta”) and MAGENTA VIRAL PRODUCTION, INC.,
a corporation organized and in good standing under the laws of the State of
Delaware (“Magenta Viral”; together with the Company, MA BioServices and
Magenta, each a “Borrower” and collectively, the “Borrowers”) and BANK OF
AMERICA, N.A., successor in interest to NATIONSBANK, N.A., each a national
banking association, its successors and assigns, (the “Lender”).


RECITALS


     A.     The Lender has made certain loans to the Borrowers, as more fully
described in that certain Amended and Restated Replacement Loan Agreement by
and among the Borrowers and the Lender dated as of October 31, 1997 (as amended
from time to time, the “Restated Loan Agreement”).


     B.     The Borrowers have requested and the Lender has agreed to extend the
maturity of Loan No. 3 upon the terms and subject to the conditions hereinafter
set forth.


     C.     All capitalized terms used herein and not otherwise defined herein
shall have the meanings given to such terms in the Restated Loan Agreement.


AGREEMENTS


     NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers and the Lender
hereby agree as follows:


     1.      Recitals. The above Recitals are true and correct in all material
respects and that the same are incorporated herein and made a part hereof by
reference.


     2.     Line of Credit Replacement Note. From and after the effective date
hereof, all references in the Restated Loan Agreement and the Loan Documents to
Loan No. 3 and/or the Line of Credit Replacement Note shall be deemed to refer
to that certain line of credit in the


 







 




current maximum principal amount of Two Million Dollars ($2,000,000) as
evidenced by that certain Fifth Replacement Revolving Promissory Note of even
date herewith in the maximum principal amount of Two Million Dollars
($2,000,000).


     3.     Conditions Precedent. This Agreement shall become effective on the
date the Lender receives the following, each of which shall be satisfactory in
form and substance to the Lender:


          (a)  A Fifth Replacement Revolving Promissory Note issued and delivered by
the Borrowers in the form of EXHIBIT B attached hereto and incorporated herein
by reference, payable to the order of the Lender in the maximum principal
amount of Two Million and No/100 Dollars ($2,000,000.00) (which Fifth
Replacement Revolving Promissory Note is sometimes referred to herein as the
“Restated Note”);


          (b)  Proof that the Borrowers have paid all costs and expenses to the
Lender and its counsel in connection with this Agreement, including but not
limited to the Lender’s reasonable attorneys fees invoiced as of such date; and


          (c)  Such other information, instruments, opinions, documents, certificates
and reports as the Lender may in its reasonable discretion deem necessary.


     4.     Restated Note.  EXHIBIT B to the Restated Loan Agreement is being
replaced in its entirety with EXHIBIT B attached hereto. The Borrowers shall
execute and deliver to the Lender on the date hereof the Restated Note in
substitution for and not satisfaction of, the issued and outstanding Line of
Credit Replacement Note, and the Restated Note shall be the “Line of Credit
Replacement Note” for all purposes of the Loan Documents. The Note being
substituted pursuant to this Agreement shall be marked “Replaced” and returned
to the Company after the execution and delivery of the Restated Line of Credit
Replacement Note to the Lender.


     5.     Counterparts. This Agreement may be executed in any number of
duplicate originals or counterparts, each of which duplicate original or
counterpart shall be deemed to be an original and all taken together shall
constitute one and the same instrument.


     6.     Loan Documents; Governing Law; Etc. This Agreement is one of the Loan
Documents defined in the Restated Loan Agreement and shall be governed and
construed in accordance with the laws of the State of Maryland. The headings
and captions in this Agreement are for the convenience of the parties only and
are not a part of this Agreement.


     7.     Acknowledgments. The Borrowers hereby confirm to the Lender the
enforceability and validity of each of the Loan Documents. In addition, the
Borrowers hereby agree to the execution and delivery of this Agreement and the
terms and provisions, covenants or agreements contained in this Agreement shall
not in any manner release, impair, lessen, modify, waive or otherwise limit the
liability and obligations of the Borrowers under the terms of any of the Loan
Documents, except as otherwise specifically set forth in this Agreement. The


2






 




 Borrowers issue, remake, ratify and confirm the representations,
warranties and covenants contained in the Loan Documents. Nothing in this
Agreement shall be deemed to waive any defaults existing under any of the Loan
Documents as of the date hereof.


     8.     Notices. All notices, certificates or other communications under
the Loan Documents shall be deemed given when received, if given by hand or
courier, or by certified mail, postage prepaid, return receipt requested,
addressed as follows:




	 	 	 
	If to the Lender:	 	
Bank of America, N.A.

6610 Rockledge Drive

Third Floor

Bethesda, Maryland 20817

Attn: Jeffrey S. Patch
	 
	With a copy to:	 	
Troutman Sanders Mays & Valentine LLP

1660 International Drive, Suite 600

McLean, Virginia 22102

Attn: Richard M. Pollak, Esq.
	 
	If to the Borrowers:	 	
BioReliance Corporation

14920 Broschart Road

Rockville, Maryland 20850

Attn: John L. Coker, CFO



     9.     Modifications. This Agreement may not be supplemented, changed,
waived, discharged, terminated, modified or amended, except by written
instrument executed by the parties.


[Signatures are on the next page]



3






 





     IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement on the day and year first above written.



	 	 	 
	WITNESS/ATTEST:	 	
BIORELIANCE CORPORATION
	 
	/s/ Evdoxia E. Kopsidas	 	
By: /s/ John L. Coker	(SEAL)
	
	 	


	Evdoxia E. Kopsidas	 	
    Name: John L. Coker	 
	Controller	 	
    Title: Secretary & Treasurer	 
	 
	WITNESS/ATTEST:	 	
BIORELIANCE TESTING AND
DEVELOPMENT, INC.	 
	 
	/s/ Evdoxia E. Kopsidas	 	
By: /s/ John L. Coker	(SEAL)
	
	 	


	Evdoxia E. Kopsidas	 	
    Name: John L. Coker	 
	Controller	 	
    Title: Secretary & Treasurer	 
	 
	WITNESS/ATTEST:	 	
BIORELIANCE MANUFACTURING, INC.	 
	 
	/s/ Evdoxia E. Kopsidas	 	
By: /s/ John L. Coker	(SEAL)
	
	 	

	 
	Evdoxia E. Kopsidas	 	
    Name: John L. Coker	 
	Controller	 	
    Title: Secretary & Treasurer	 
	 
	WITNESS/ATTEST:	 	
MAGENTA VIRAL PRODUCTION, INC.	 
	 
	/s/ Evdoxia E. Kopsidas	 	
By: /s/ John L. Coker	(SEAL)
	
	 	

	 
	Evdoxia E. Kopsidas	 	
    Name: John L. Coker	 
	Controller	 	
    Title: Secretary & Treasurer	 
	 
	WITNESS:	 	
BANK OF AMERICA, N.A.	 
	 
	/s/ Donna Schaffer	 	
By: /s/ Michael J. Radcliffe	(SEAL)
	
	 	

	 
	Donna Schaffer	 	
    Name: Michael J. Radcliffe	 
	 	 	
    Title: Vice President	 




4