Exhibit B-1 FORM OF REVOLVING NOTERevolving Note • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to ______or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
PLEDGE AGREEMENTPledge Agreement • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research • New York
THIS PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Pledge Agreement”) dated as of September 22, 2003 is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (collectively the “Pledgors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
AMENDMENT NO. 1 & CONSENTCredit Agreement • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research • New York
THIS AMENDMENT NO. 1 & CONSENT dated as of September 22, 2003 (this “Amendment”) of the Credit Agreement referenced below is by and among BIORELIANCE CORPORATION, a Delaware corporation (“BioReliance”), BIORELIANCE (GLASGOW) LIMITED, a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors and Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.
SECURITY AGREEMENTSecurity Agreement • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research • New York
THIS SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”) dated as of September 22, 2003 is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties referenced below.
SHARE PURCHASE AGREEMENT between (1) GILLIAN MARGARET LEES and OTHERS (2) ROSLYN McLAUGHLIN and OTHERS (3) SATRON MANAGEMENT SERVICES (TECHNOLOGY) LIMITED (4) BIORELIANCE (GLASGOW) LIMITED as Purchaser and (5) BIORELIANCE CORPORATIONShare Purchase Agreement • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research
SHARE PURCHASE AGREEMENT MRS ROSLYN MCLAUGHLIN AND OTHERS (as Vendors) and BIORELIANCE (GLASGOW) LIMITED (as Purchaser) and BIORELIANCE CORPORATION (as Guarantor)Share Purchase Agreement • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research
Exhibit B-2 FORM OF [DOMESTIC][FOREIGN] TERM NOTETerm Note • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to ______or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each [Domestic] [Foreign] Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
CREDIT AGREEMENT Dated as of August 12, 2003 among BIORELIANCE CORPORATION and BIORELIANCE (GLASGOW) LTD., as Borrowers, THE SUBSIDIARIES OF BIORELIANCE CORPORATION IDENTIFIED HEREIN, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent,...Credit Agreement • October 8th, 2003 • Bioreliance Corp • Services-commercial physical & biological research • New York
This CREDIT AGREEMENT is entered into as of August 12, 2003 among BIORELIANCE CORPORATION, a Delaware corporation (“BioReliance”), BIORELIANCE (GLASGOW) LTD., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified herein, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Security Trustee and L/C Issuer.
