ex10-16



 




EXHIBIT 10.16



FOURTH AMENDMENT TO

AMENDED AND RESTATED REPLACEMENT LOAN AGREEMENT


     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED REPLACEMENT LOAN AGREEMENT
(the “Agreement”) is made this 1st day of October, 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, LLC, a
limited liability company organized and in good standing under the laws of the
State of Delaware (“BT&D LLC”), BIORELIANCE MANUFACTURING, LLC, a limited
liability company organized and in good standing under the laws of the State of
Delaware (“BMF LLC”) and BIORELIANCE VIRAL MANUFACTURING, INC. (formerly known
as Magenta Viral Production, Inc.), successor in interest to BioReliance
Testing and Development, Inc. and BioReliance Manufacturing, Inc., a
corporation organized and in good standing under the laws of the State of
Delaware (“Viral Manufacturing”; together with the Company, BT&D LLC, and BMF
LLC, 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.          BioReliance Testing and Development, Inc., formerly known as MA BioServices,
Inc. (“BT&D, Inc.”) and BioReliance Manufacturing, Inc., formerly known as
Magenta Corporation (“BMF, Inc.”), were previously each a Borrower. Pursuant
to a plan of reorganization effected on October 1, 2001 (the “Reorganization”),
(i) BT&D, Inc. merged with and into BMF, Inc. and BT&D, Inc. ceased to exist;
(ii) BMF, Inc. formed BT&D LLC and contributed all of BT&D, Inc.’s assets
(except for certain real property and leasehold improvements) and liabilities
to BT&D LLC; (iii) BMF, Inc. merged with and into Magenta Viral Production,
Inc. (“Magenta Viral”) and BMF, Inc. ceased to exist; (iv) Magenta Viral formed
BMF LLC and contributed substantially all of BMF, Inc.’s assets and liabilities
to BMF LLC; and (v) Magenta Viral changed its name to BioReliance Viral
Manufacturing, Inc.


     C.     As a result of the Reorganization, the Borrowers have requested and
Lender has agreed that BT&D LLC and BMF LLC be added as parties to the Restated
Loan Agreement.


     D.     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.     Additional Parties; Assumption. BT&D LLC and BMF LLC each agree (i) to
become a “Borrower” as that term is defined and used in the Restated Loan
Agreement; (ii) to be bound by all the terms and conditions of the Restated
Loan Agreement; (iii) to assume and agree to pay and perform when due all
present and future indebtedness, liabilities and obligations of a Borrower
under, based upon, or arising out of the Loan Documents and instruments and
agreements relating thereto; and (iv) to honor, perform and comply with, in all
respects, all terms and provisions of all of the Loan Documents. All
references in the Loan Documents to “Borrower” shall be deemed to refer to BT&D
LLC and BMF LLC. Furthermore, all present and future obligations of the
Borrowers under the Loan Documents shall be deemed to refer to all present and
future obligations of BT&D LLC and BMF LLC.


     3.     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 Sixth Replacement
Revolving Promissory Note of even date herewith in the maximum principal amount
of Two Million Dollars ($2,000,000).


     4.     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 Sixth 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 Sixth
Replacement Revolving Promissory Note is sometimes referred to herein as the
“Second 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.


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     5.     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 Second Restated Note
in substitution for and not satisfaction of, the issued and outstanding
Restated Note, and the Second 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 Second Restated Note to
the Lender.


     6.     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.


     7.     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.


     8.     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
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.


     9.     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.



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	If to the Borrowers:	 	
BioReliance Corporation
	 	 	
14920 Broschart Road
	 	 	
Rockville, Maryland 20850
	 	 	
Attn: John Coker, CFO



     10.     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]


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     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)



Name:   John L. Coker

Title:    Vice President— Finance and

            Administration, Chief Financial

            Officer
	 
	WITNESS/ATTEST:	 	
BIORELIANCE TESTING AND

DEVELOPMENT, LLC
	 
	/s/ Evdoxia E. Kopsidas


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



Name:  John L. Coker

Title:    Vice President— Finance and

            Administration, Chief Financial

            Officer
	 
	WITNESS/ATTEST:	 	
BIORELIANCE MANUFACTURING, LLC
	 
	/s/ Evdoxia E. Kopsidas


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



Name:  John L. Coker

Title:    Vice President— Finance and

            Administration, Chief Financial

            Officer
	 
	WITNESS/ATTEST:	 	
BIORELIANCE VIRAL MANUFACTURING, INC.
	 
	/s/ Evdoxia E. Kopsidas


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



Name:  John L. Coker

Title:    Vice President— Finance and

            Administration, Chief Financial

            Officer



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	WITNESS:	 	
BANK OF AMERICA, N.A.
	 
	/s/ Connie Bruce


	 	
By:    /s/ Michael J. Radcliffe                           (SEAL)



Name: Michael J. Radcliffe
	 	 	
Title: Vice President




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