THIRTEENTH AMENDED AND RESTATED SECURED REVOLVING NOTE (PNC Bank, National Association)Secured Revolving Note • June 9th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories
FOR VALUE RECEIVED, BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation with an address at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07497 and its Subsidiary or Subsidiaries party hereto (collectively, jointly and severally the “Borrowers”), promise to pay on the earlier of demand made in accordance with the terms of the Loan Documents (as defined herein) or October 31, 2016, to the order of PNC BANK, NATIONAL ASSOCIATION (the “Lender”), in lawful money of the United States of America in immediately available funds at the Payment Office of PNC Bank, National Association as the Agent for the Lenders (the “Agent”) at its offices located at Two Tower Center Boulevard, East Brunswick, New Jersey 08816, or at such other location as Lender may designate from time to time, the principal sum of ONE HUNDRED TWENTY MILLION DOLLARS ($120,000,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of Borrowers hereunder, together with interest accrui
Fourteenth Amendment to Loan DocumentsLoan Agreement • June 9th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
THIS FOURTEENTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of May 5, 2015, and is by and among Bio-Reference Laboratories, Inc. (“BRLI”), and GeneDX, Inc. (formerly known as BRLI No. 2 Acquisition Corp.), which conducts business as GeneDx (referred to herein from time to time as “GeneDx” and a “Subsidiary Party”) (BRLI and the Subsidiary Party herein each a “Borrower” and, collectively, “Borrowers”), the financial institutions which are party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as the agent for the Lenders and, as of the date hereof, as the sole Lender (in each such capacity, the “Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2015 • Bio Reference Laboratories Inc • Services-medical laboratories • New Jersey
This Agreement will be effective as of, and contingent upon, the closing of the Agreement and Plan of Merger among Bio-Reference Laboratories, Inc., OPKO Health, Inc., and Bamboo Acquisition, Inc. dated as of June 3, 2015 (the “Merger Agreement”), whereby the Company will become an indirect wholly-owned subsidiary of OPKO (the “Merger”). In the event that the Merger is not consummated, this Agreement will be null and void ab initio and without any effect.
