EX-10.1






AMENDMENT TO PROMISSORY NOTE, LOAN AGREEMENT, MORTGAGE

AND LOAN DOCUMENTS AND ASSUMPTION AND LOAN MODIFICATION

AGREEMENT




THIS AMENDMENT TO PROMISSORY NOTE, LOAN AGREEMENT, MORTGAGE AND LOAN DOCUMENTS AND ASSUMPTION
AND LOAN MODIFICATION AGREEMENT (hereinafter the “Amendment”) made and entered into as of the
31st day of July, 2009 by and between Commerce Bank & Trust Company, a Massachusetts
trust company with a principal place of business at 386 Main Street, Worcester, Massachusetts
(hereinafter “Lender”) and Seracare Life Sciences, Inc., a Delaware corporation having its
principal place of business at 37 Birch Street, Milford, Massachusetts 01757 (hereinafter
“Borrower”) is firmly affixed to and made a part of a certain Promissory Note of Boston Biomedica,
Inc. payable to the order of the Lender dated as of March 31, 2000 in the original principal amount
of Two Million Nine Hundred Thousand and 00/100 Dollars ($2,900,000.00), and assumed by the
Borrower as of September 14, 2004 and having a current principal balance of $1,823,973.11
(hereinafter “Note”).



WHEREAS, the Borrower did enter into and execute a certain Assumption and Modification
Agreement in favor of the Lender, dated September 14, 2004 (hereinafter the “Assumption Agreement”)
in which the Borrower agreed to assume each and every obligation of Boston Biomedica, Inc. to the
Lender as defined and described in the Loan Documents as defined and modified under that certain
Assumption Agreement; and,



WHEREAS, the Borrower and the Lender wish to further amend, renew and affirm the Loan
Documents and Assumption Agreement and certain conditions therein.



FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, including the Lender’s continuing extension of credit to the Borrower, the Borrower
and the Lender hereby agree that the Loan Documents are amended as follows:




	 	 	 	1. Borrower will reduce the outstanding principal balance to $1,200,000.00 by
direct payments to principal resulting in the following outstanding principal balances
on or before the first (lst) business day of each month as stated:






	 	•	 	$1,600,000.00 August 2009






	 	•	 	$1,400,000.00 September 2009






	 	•	 	$1,200,000.00 October 2009






	 	2.	 	Interest Rate to be established at the Commerce Bank Base Rate plus 300 basis
points, fully floating with a floor of 6.25%.






	 	3.	 	Extension fee of $18,000.00 payable on, or before execution of modification
documents.






	 	4.	 	Maturity: Eighteen (18) months from the date of execution herein or no later
than February 28, 2011.






	 	5.	 	Payments of Interest as billed for months of August 2009, September 2009, and
October 2009, with monthly payments of Principal and Interest based on a ten (10) year
amortization schedule of the scheduled reduced principal balance of $1,200,000.00 at
the applicable Interest Rate beginning November 1, 2009.






	 	6.	 	Prepayment of principal in any amount allowed at any time without penalty.






	 	7.	 	Incremental principal reductions shall be made in amounts equal and
simultaneous to the amount of any reduction in the market listing price.






	 	8.	 	Borrower will submit complete and current disclosure of on-going property
marketing activity including detail of all listing terms and prospect inquiries.






	 	9.	 	Borrower will maintain a minimum net worth of $18,000,000.00 at all times.






	 	10.	 	All references in the Loan Documents delivered in connection therewith shall
be deemed to mean the Note as amended by this Amendment.





As hereby amended, the Note is hereby ratified and confirmed in all respects, and all terms
and provisions of the Note not amended hereby shall remain in full force and effect.



WITNESS THE EXECUTION HEREOF, as an instrument under seal as of the date first set forth
above.



	 	 	 
	 	 	SERACARE LIFE SCIENCES, INC.
	                               
	 	


	     
	 	


	 	 	/s/ Susan L.N. Vogt

	 	 	 

	 	 	By: Susan L.N. Vogt

	 	 	Its: President

	 	 	 

	 	 	 

	 	 	/s/ Gregory A. Gould

	 	 	 

	 	 	By: Gregory A. Gould

	 	 	Its: Chief Financial Officer/

	 	 	Treasurer/Secretary

	 	 	 

	 	 	 

	 	 	COMMERCE BANK & TRUST COMPANY

	  
	 	


	  
	 	


	 	 	/s/ Paul E. Lesniewski

	 	 	 

	 	 	By: Paul E. Lesniewski

	 	 	Its: Senior Vice President







COMMONWEALTH OF MASSACHUSETTS




Worcester                                                                     ss.



On this 29 day of July, 2009 before me, the undersigned notary public, personally appeared
Susan L.N. Vogt, proved to me through satisfactory evidence of identification, which was
photographic identification with signature issued by a federal or state governmental agency, oath
or affirmation of a credible witness, personal knowledge of the undersigned, to be the person whose
name is signed on the preceding document, and acknowledged to me that he/she signed it voluntarily
for its stated purpose as President of Seracare Life Sciences, Inc.



	 	 	 
	                                                         
	 	Notary Public: /s/ Shannon M. Galvin

	 	 	Commission Expires: February 21, 2014







COMMONWEALTH OF MASSACHUSETTS




Worcester                                                                      ss.



On this 21 day of July, 2009 before me, the undersigned notary public, personally appeared
Gregory A. Gould, proved to me through satisfactory evidence of identification, which was
photographic identification with signature issued by a federal or state governmental agency, oath
or affirmation of a credible witness, personal knowledge of the undersigned, to be the person whose
name is signed on the preceding document, and acknowledged to me that he/she signed it voluntarily
for its stated purpose as Chief Financial Officer/Treasurer/Secretary of Seracare Life Sciences,
Inc.



	 	 	 
	                                                          
	 	Notary Public: /s/ Shannon M. Galvin

	 	 	Commission Expires: February 21, 2014






 

COMMONWEALTH OF MASSACHUSETTS




Worcester                                                                      ss.



On this 31st day of July, 2009 before me, the undersigned notary public, personally appeared
Paul E. Lesniewski, proved to me through satisfactory evidence of personally known identification,
which was personal knowledge of the undersigned, to be the person whose name is signed on the
preceding document, and acknowledged to me that he/she signed it voluntarily for its stated purpose
as SVP of Commerce Bank & Trust Company.



	 	 	 
	                                                          
	 	Notary Public: /s/ Lucile E. Daly

	 	 	Commission Expires: Feb. 25, 2016