REVOLVING CREDIT AGREEMENT among SERACARE LIFE SCIENCES, INC. And BROWN BROTHERS HARRIMAN & CO. as Lender Dated as of October 8, 2003

Exhibit 10.1

among

SERACARE LIFE SCIENCES, INC.

And

XXXXX BROTHERS XXXXXXXX & CO.

as Lender

Dated as of October 8, 2003


SECTION 1	DEFINITIONS	1

1.1	Defined Terms	1

1.2	Other Definitional Provisions	12

SECTION 2.	AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT; COMMITMENT AMOUNTS	13

2.1	Loans and Letters of Credit; Revolving Loan Commitments	13

2.2	Issuance of Letters of Credit	14

2.3	Optional Prepayments; Optional Commitment Reductions	16

2.4	Mandatory Prepayments	16

2.5	Conversion and Continuation Options	17

2.6	Minimum Amounts of Tranches; Minimum Borrowings	17

2.7	Interest Rates and Payment Dates	17

2.8	Computation of Interest and Fees	17

2.9	Inability to Determine Interest Rate	18

2.10	Payments	18

2.11	Illegality	18

2.12	Increased Costs	18

2.13	Taxes	19

2.14	Indemnity	20

2.15	Mitigation of Costs	20

2.16	Upfront Fee; Unused Commitment Fee	20

2.17	Pre-Closing Audit and Closing Costs	20

SECTION 3.	SECURITY INTEREST	20

SECTION 4.	REPRESENTATIONS AND WARRANTIES	21

4.1	Financial Condition	21

4.2	Corporate Existence; Compliance with Law	22

4.3	Corporate Power; Authorization; Consents; Enforceable Obligations	22

4.4	No Legal Bar	22

4.5	No Material Litigation	23

4.6	Ownership of Property; Liens; Condition of Properties	23

4.7	Environmental Matters	23

4.8	Intellectual Property	23

4.9	Taxes	24

4.10	Federal Regulations	24


4.11	ERISA Compliance	24

4.12	Investment Company Act; Public Utility Holding Company Act	25

4.13	Subsidiaries	25

4.14	Purpose of Loans and Letters of Credit	25

4.15	Accuracy and Completeness of Information	25

4.16	Real Property Assets	25

4.17	Permits, Etc.	25

4.18	Nature of Business	25

4.19	Capital Structure and Equity Ownership	25

4.20	Insolvency	26

4.21	Labor Matters	26

4.22	Condemnation	26

SECTION 5.	CONDITIONS PRECEDENT	26

5.1	Conditions to Closing Date	26

5.2	Conditions to Each Loan or Letter of Credit	27

SECTION 6.	AFFIRMATIVE COVENANTS	28

6.1	Financial Statements	28

6.2	Certificates; Other Information	29

6.3	Payment of Obligations	30

6.4	Conduct of Business and Maintenance of Existence	30

6.5	Maintenance of Property; Insurance	30

6.6	Inspection of Property; Books and Records; Discussions	31

6.7	Use of Proceeds	31

6.8	Interest Rate Protection	31

6.9	Acquisition of Real Property	32

6.10	Lease and License Compliance	32

6.11	Environmental Laws	32

6.12	Covenants Regarding Additional Subsidiaries	32

6.13	Landlord Consents; Warehouse Letters	33

6.14	Insurance Policies	33

6.15	Foreign Qualification Certificate	33

SECTION 7.	NEGATIVE COVENANTS	33

7.1	Financial Condition Covenants	33

7.2	Limitation on Indebtedness	34

7.3	Limitation on Liens	34


7.4	Limitation on Fundamental Changes	36

7.5	Limitation on Sale of Assets	36

7.6	Limitation on Restricted Payments	36

7.7	Limitation on Acquisitions, Investments, Loans and Advances	37

7.8	Management Fees	37

7.9	Transactions with Affiliates	37

7.10	Fiscal Year	37

7.11	Prohibitions on Certain Agreements	37

7.12	Sale-Leaseback Transactions	38

7.13	Unfunded Liabilities	38

7.14	Line of Business	38

SECTION 8	EVENTS OF DEFAULT	38

SECTION 9.	MISCELLANEOUS	40

9.1	Amendments and Waivers	40

9.2	Notices	41

9.3	No Waiver; Cumulative Remedies	41

9.4	Survival of Representations and Warranties	41

9.5	Payment of Expenses and Taxes	41

9.6	Successors and Assigns; Participation; Purchasing Lenders	42

9.7	Set-Off	42

9.8	Counterparts	42

9.9	Severability	43

9.10	Integration	43

9.11	GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO ITS CHOICE OF LAW RULES)	43

9.12	Consent to Jurisdiction; Waiver of Jury Trial	43

9.13	Acknowledgements	43

9.14	Headings	44

9.15	Confidentiality	44

TABLE OF CONTENTS

Page

Exhibits

Form of Note

Letter of Credit Request

Loan Request

III

Form of Legal Opinion

Form of Covenant Compliance Certificate

Schedules

4.2

Qualification Jurisdictions

4.5

Litigation

4.6

Legal and Operating Names

4.16

Real Property

4.19

Capital Structure and Equity Ownership

7.3

Liens

7.8

Certain Management Fees

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT, dated as of October 8, 2003, among SERACARE LIFE SCIENCES, INC., a California corporation (the “Borrower”), and Xxxxx Brothers Xxxxxxxx & Co. as lender (the “Lender”).

RECITALS

WHEREAS, the Borrower has requested that the Lender make available to it a revolving loan and letter of credit facility for its use in funding permitted acquisitions, and for working capital and general corporate purposes.

WHEREAS, the Lender is willing to make available such facilities on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms.

As used in this Agreement, the following terms shall have the following meanings:

“Accountants”: KPMG LLP, or such other firm of independent certified public accountants of recognized national standing as shall be selected by the Borrower and reasonably satisfactory to the Lender.

“Acquired Person”: as defined in the definition of “Permitted Acquisition” contained in this Section 1.1.

“Acquisition”: any transaction, or any series of related transactions, consummated after the Closing Date, by which the Borrower and/or any of its Subsidiaries directly or indirectly (a) acquires any ongoing business or all or substantially all of the assets of any firm, partnership, joint venture, limited liability company, corporation or division thereof, whether through purchase of assets, merger or otherwise, (b) acquires in one transaction or as the most recent transaction in a series of transactions control of securities of a Person engaged in an ongoing business representing more than 50% of the ordinary voting power for the election of directors or other governing position if the business affairs of such Person are managed by a board of directors or other governing body or (c) acquires control of more than 50% of the ownership interest in any partnership, joint venture, limited liability company, business trust or other Person that is not managed by a board of directors or other governing body.

“Affiliate”: as to any Person, (a) any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or (b) any Person who is (i) a director or executive officer of such Person or of any Subsidiary of such Person or (ii) a shareholder, member or partner having control of any Person described in the preceding clause (a). For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (i) vote securities having 50% or more of the ordinary voting power for the election of directors of such Person or (ii) direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Aggregate Revolving Loan Commitment”: the sum of the Revolving Loan Commitment which is, as of the Closing Date, US$10,000,000.

“Agreement”: this Revolving Credit Agreement, as amended, waived, supplemented or otherwise modified from time to time.

“Asset Disposition”: the sale, sale and leaseback, transfer, conveyance, exchange, long-term lease accorded sales treatment under GAAP or similar disposition (including by means of a merger, consolidation, amalgamation, joint venture or other substantive combination) of any of the Properties, business or assets (other than Cash Equivalents but, including the assignment of any lease, license or permit relating to any Property) of the Borrower or any of its Subsidiaries to any Person or Persons other than to the Borrower or any of its Subsidiaries; provided that Asset Dispositions shall not include (i) the sale of obsolete or worn-out equipment having a value in the aggregate of $500,000 or less in any fiscal year of the Borrower or any Subsidiary or (ii) the sale of inventory in the ordinary course of business.

“Available Revolving Loan Commitment”: on any date of determination, the amount by which (a) the Revolving Loan Commitment of the Lender on such date exceeds (b) the principal sum of the Lender’s (i) Revolving Loans outstanding, (ii) the aggregate Letter of Credit Amount of all Letters of Credit outstanding, and (iii) the aggregate amount of unreimbursed drawings under all Letters of Credit on such date.

“Borrower”: as defined in the preamble hereto.

“Borrowing Notice”: a notice from the Borrower to the Lender requesting a borrowing of Loans, substantially in the form of Exhibit C hereto.

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in the Commonwealth of Massachusetts are authorized or required by law to close and which, in the case of a LIBOR Loan, is a Eurodollar Business Day.

“Capital Expenditures”: for any period, collectively, for any Person, the aggregate of all expenditures which are made during such period (whether paid in cash, debt financing or accrued as liabilities) by such Person for property, plant or equipment and which would be reflected as additions to property, plant or equipment on a balance sheet of such Person prepared in accordance with GAAP, including all Capitalized Lease Obligations.

“Capitalized Lease Obligations”: obligations for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Capital Stock”: any and all shares, interests, participation or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), any and all warrants, options or rights to purchase or any other securities convertible into any of the foregoing.

“Cash Collateral Deposit”: cash deposits made by the Borrower to the Lender, to be held by the Lender as Collateral pursuant to this Agreement, for the reimbursement of drawings under Letters of Credit.

“Cash Equivalents”: investments having a maturity of not greater than 3 months from the date of acquisition thereof in (a) obligations issued or unconditionally guaranteed by the United States of America or any agency thereof, (b) certificates of deposit of any commercial bank organized under the laws of the United States of America or any state thereof and having combined capital and surplus of at least $1 billion, (c) commercial paper with a rating of at least Prime-1 by Xxxxx’x Investors Service, Inc. or A-1 by Standard & Poor’s Ratings Group (a division of The McGraw Hill Companies, Inc.) or (d) other investments agreed to from time to time between the Borrower and the Lender.

“Closing Date”: the date, which shall be on or before October 8, 2003, on which the conditions set forth in Section 5.1 are satisfied.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all of the property (tangible or intangible) purported to be subject to the lien or security interest purported to be created by any mortgage, deed of trust, security agreement, pledge agreement, assignment or other security document heretofore or hereafter executed by the Borrower as security for all or part of the Obligations.

“Collateral Documents”: this Agreement, each UCC-1 Financing Statement filed pursuant thereto and any other document or agreement encumbering the Collateral or evidencing or perfecting a security interest therein for the benefit of the Lender executed by the Borrower, as the same may be amended or modified from time to time in accordance with the terms hereof.

“Commonly Controlled Entity”: as to any Person, an entity, whether or not incorporated, which is under common control with such Person within the meaning of Section 4001 of ERISA or is part of a group which includes such Person and which is treated as a single employer under Section 414 of the Code.

“Continuation Notice”: a request for continuation or conversion of a Loan as set forth in Section 2.5, substantially in the form of Exhibit B.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Covenant Compliance Certificate”: a certificate of the Chief Financial Officer of the Borrower substantially in the form of Exhibit E hereto.

“CPLTD”: as of the end of any fiscal quarter, the current portion of long term debt determined in accordance with GAAP, but excluding the Obligations.

“Default”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“Dollars” and “$”: dollars in lawful currency of the United States.

“Domestic Subsidiary”: each Subsidiary organized under the laws of the United States or any state thereof. As of the date of this Agreement, the Borrower has no Subsidiaries.

“EBITDA”: for the Borrower and its Subsidiaries on a consolidated basis, for the fiscal quarter most recently ended and the immediately preceding three fiscal quarters, the sum of (a) Net Income for

that period, plus (b) any non-recurring loss or charges greater than $50,000 which are reflected in such Net Income, minus (c) any non-recurring income or gain reflected in such Net Income, plus (d) Interest Expense of the Borrower and its Subsidiaries for that period, plus (e) the aggregate amount of federal and state taxes on or measured by income of Borrower and its Subsidiaries for that period (whether or not payable during that period), plus (f) depreciation and amortization expense of Borrower and its Subsidiaries for that period, in each case as determined in accordance with GAAP, consistently applied and, in the case of items (d), (e) and (f), only to the extent reflected in the determination of Net Income for that period.

“Effective Tangible Net Worth”: as of any date of determination, the stated net worth of the Borrower as set forth in its financial statements, determined on a consolidated basis, less all intangible assets (goodwill) of the Borrower and its Subsidiaries.

“Equityholder Agreements” each shareholder agreement, member agreement, partner agreement, voting agreement, buy-sell agreement, option, warrant, put, call, right of first refusal, and any other agreement or instrument with conversion rights into equity of the Borrower or any Subsidiary between the Borrower or any Subsidiary and any holder or prospective holder of any equity interest of the Borrower or any Subsidiary (including interests convertible into such equity).

“Equity Offering”: the sale or issuance (or reissuance) by the Borrower or any Subsidiary of any equity interests or beneficial interests (common stock, preferred stock, partnership interests, member interests or otherwise) or any options, warrants, convertible securities or other rights to purchase such equity interests or beneficial interests.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate”: as to any Person, each trade or business including such Person, whether or not incorporated, which together with such Person would be treated as a single employer under Section 4001(a)(14) of ERISA.

“Eurodollar Business Day”: any day on which banks are open for dealings in Dollar deposits in the London interbank market.

“Event of Default”: any of the events specified in Section 8 hereof, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“Exchange Act”: the Securities Exchange Act of 1934, as amended (or any successor statute), and the rules and regulations issued thereunder, as from time to time in effect.

“Excluded Taxes”: all taxes, levies, imposts, duties, charges, fees, deductions or withholdings and all liabilities with respect thereto (including income taxes, franchise taxes or branch profits taxes) imposed on or by reference to the net income of the Lender by any Governmental Authority, including all taxes on doing business or taxes measured by capital or net worth imposed on the Lender by any Governmental Authority.

“FDA”: the U.S. Food and Drug Administration, and any successor thereto.

“Financial Statements”: as defined in Section 4.1 hereof.

“Foreign Subsidiary: any Subsidiary other than a Domestic Subsidiary.

“GAAP”: generally accepted accounting principles in the United States in effect from time to time. If, at any time, GAAP changes in a manner which will materially affect the calculations determining compliance by the Borrower with any of its covenants in Section 6.1, such covenants shall continue to be calculated in accordance with GAAP in effect prior to such changes in GAAP.

“Governmental Authority”: any nation or government, any federal, state or other political subdivision thereof and any federal, state or local entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) which Person the guaranteeing person has agreed to reimburse or indemnify for undertaking such obligation in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds for the purchase or payment of any such primary obligation or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lesser of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Hedging Agreements”: as defined in the definition of “Hedging Obligations” in this Section 1.1.

“Hedging Obligations”: of any Person, any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, commodity prices, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants or any similar derivative transactions (“Hedging Agreements”), and (ii) any and all cancellations, buy-backs, reversals, terminations or assignments of any of the foregoing.

“Incremental EBITDA”: for any fiscal period and with respect to any Acquired Person which is the subject of a Permitted Acquisition, that portion of EBITDA for such fiscal period that the Borrower reasonably projects in good faith will be generated as a result of the consummation of such Permitted Acquisition.

“Indebtedness”: as to any Person, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (excluding any obligations incurred under ERISA), (ii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iii) all indebtedness created or arising under any conditional-sale or other title-retention agreement with respect to property acquired by such Person, (iv) all Capitalized Lease Obligations of such Person, (v) all Hedging Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities, (vii) all mandatory redemption, repurchase or dividend obligations of such Person with respect to Capital Stock, (viii) all liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA and (ix) all Guarantee Obligations of such Person in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to secure a credit against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) above.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Interest Coverage Ratio”: for the Borrower and its Subsidiaries on a consolidated basis, for the fiscal quarter most recently ended, the ratio of (a) (i) EBITDA less (ii) Capital Expenditures (over the previous four fiscal quarters of the Borrower) other than Capital Expenditures that are financed with Indebtedness permitted hereunder divided by (b) Interest Expense during such period.

“Interest Expense”: as of any date, for the fiscal quarter most recently ended and the immediately preceding three fiscal quarters, (A) the sum of (i) the amount of all interest on Total Debt which was paid, payable and/or accrued for such period (without duplication of previous amounts), (ii) all commitment, letter of credit or line of credit fees paid, payable and/or accrued for such period (without duplication of previous amounts) to any lender in exchange for such lender’s commitment to lend and (iii) net amounts payable (or receivable) under all Hedging Agreements, less (B) all interest income; provided, however, that if, as at any date (a “calculation date”), fewer than four complete consecutive fiscal quarters have elapsed subsequent to the Closing Date, Interest Expense shall be calculated only for the portion of such period commencing on the Closing Date and ending on the calculation date and shall then be annualized by multiplying the amount of such Interest Expense by a fraction, the numerator of which is 365 and denominator of which is the number of days during the period commencing on the day immediately following the Closing Date through and including the calculation date.

“Interest Payment Date”: (a) as to any Prime Rate Loan, the last day of each March, June, September and December to occur while the Loans are outstanding, (b) as to any LIBOR Loan having an Interest Period of 1, 2 or 3 months, the last day of such Interest Period, and (c) for each of (a) and (b) above, on the day on which the Loans become due and payable in full or are paid or prepaid in full.

“Interest Period”: with respect to any LIBOR Loan:

(a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such LIBOR Loan and ending one, two or three months thereafter, as selected by the Borrower in its notice of borrowing or its Continuation Notice, as the case may be, given with respect thereto; and

(b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such LIBOR Loan and ending one, two or three months thereafter, as selected by the Borrower in its Continuation Notice given to the Lender not less than three Eurodollar Business Days prior to the last day of the then current Interest Period with respect thereto;

provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period pertaining to a LIBOR Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period for any Loan that would otherwise extend beyond the date final payment is due on such Loan shall end on the date of such final payment; and

(iii) any Interest Period pertaining to a LIBOR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“Investment Company Act”: as defined in Section 3.12 hereof.

“Landlord Consent”: each Waiver and Consent or similar agreement executed by the landlord of the Borrower or any Subsidiary, in form and substance satisfactory to the Lender, as such agreements may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“Lease Expense”: for any period, the aggregate minimum rental obligations payable in respect of such period under leases of real and/or personal property (net of income from subleases thereof), whether or not such obligations are reflected as liabilities or commitments on a consolidated balance sheet or in the notes thereto.

“Lender”: as defined in the preamble hereto.

“Letter of Credit”: as defined in Section 2.1(a).

“Letter of Credit Amount”: the stated maximum amount available to be drawn under a particular Letter of Credit, as such amount may be reduced or reinstated from time to time in accordance with the terms of such Letter of Credit.

“Letter of Credit Request”: a request by the Borrower for the issuance of a Letter of Credit in the form of Exhibit I hereto,, and containing terms and conditions satisfactory to the Lender in its sole discretion.

“Leverage Ratio”: for the Borrower and its Subsidiaries on a consolidated basis, for the fiscal quarter most recently ended and the immediately preceding three fiscal quarters, the ratio of Total Debt to EBITDA.

“LIBOR”: shall mean the rate of interest per annum equal to the offered quotation which appears on the page of the Telerate Screen which displays an average British Bankers’ Association Interest Settlement Rate for deposits in dollars for the Interest Period on the date of such quotation..

“LIBOR Adjusted Rate”: with respect to each day during each Interest Period pertaining to a LIBOR Loan, a rate per annum determined for such day in accordance with the following formula rounded upward to the nearest 1/16th of 1%): LIBOR/1.00 – LIBOR Reserve Requirements.

“LIBOR Loans”: Loans the rate of interest applicable to which is based upon LIBOR.

“LIBOR Reserve Requirements”: for any day as applied to a LIBOR Loan, the aggregate of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the any Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D ).

“Lien”: any mortgage, pledge, charge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), security agreement or other security interest of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any Capitalized Lease Obligation having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction in respect of any of the foregoing).

“Loan”: as defined in Section 2.1(a) hereof.

“Loan Documents”: this Agreement, the Note, the Collateral Documents, the Landlord Consents, any Hedging Agreements with the Lender or any Affiliate thereof, any Letter of Credit Requests, and any other agreement executed by a Loan Party in connection therewith and herewith including, but not limited to, UCC-1 Financing Statements, as such agreements and documents may be amended, supplemented and otherwise modified from time to time in accordance with the terms hereof.

“Loan Request”: a request by the Borrower for a Prime Rate Loan or a LIBOR Rate Loan in the form of Exhibit II hereto, and containing terms and conditions satisfactory to the Lender in its sole discretion.

“Loan Parties”: the Borrower and each Domestic Subsidiary of the Borrower that executes and delivers any documents pursuant to Section 6.12(b) hereof.

“Margin Stock”: as defined in Regulation U.

“Material Adverse Effect”: a material adverse effect on (a) the business, operations, property, condition or prospects (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower or any Subsidiary to perform its respective obligations under the Loan Documents or (c) the validity or enforceability of the Loan Documents or the rights or remedies of the Lender hereunder or thereunder.

“Material Agreements”: collectively, any sales, distribution or supply contract to which the Borrower or any Subsidiary is party, which contract, on an individual basis, accounts for 5% or more of the aggregate sales or distribution by, or the supply of materials to, the Borrower and its Subsidiaries on a consolidated basis.

“Material FDA Report”: any report to the FDA of biological product deviations made or required to be made to the FDA or any other report made or required to be made to any Governmental Authority in accordance with Requirements of Law (including, without limitation exception and deficiency reports issued to the Borrower and/or its Subsidiaries by the FDA) if, in any such case, the matters disclosed therein would reasonably be expected to have a Material Adverse Effect.

“Maturity Date” October 8, 2005, or such earlier date as the Loan shall become due and payable in accordance with the terms hereof (whether by acceleration or otherwise).

“Multiemployer Plan”: a plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Nature of Business”: for the Borrower and any Subsidiary, the collection, processing, manufacture, distribution, marketing and sale of (i) plasma-based and serum-based research, diagnostic, and therapeutic products, (ii) cell culture-related products, including media and media components, (iii) human and animal cell lines for research purposes, (iv) diagnostic materials, and (v) biological materials and associated patient data for research, diagnostic, and therapeutic purposes.

“Net Income”: for the Borrower and its Subsidiaries on a consolidated basis, net income as determined in accordance with GAAP.

“Net Proceeds”: with respect to any Asset Disposition, the net amount equal to the aggregate amount received in cash (including any cash received by way of deferred payment pursuant to a note receivable, other non-cash consideration or otherwise, but only as and when such cash is so received) in connection with such Asset Disposition minus the sum of (a) the reasonable fees, commissions and other out-of-pocket expenses incurred by the Borrower or any of its Subsidiaries in connection with such Asset Disposition (other than amounts payable to Affiliates of the Person making such disposition), (b) Indebtedness, other than the Loans, required to be paid as a result of such Asset Disposition and (c) federal, state and local taxes incurred in connection with such Asset Disposition.

“Note”: as defined in Section 2.1(c).

“Obligations”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and whether or not at a default rate) the Note, the obligation to reimburse drawings under Letters of Credit (including the contingent obligation to reimburse any drawings under outstanding Letters of Credit), and all other obligations and liabilities of the Borrower and its Subsidiaries to the Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the Note, the Letters of Credit, any other Loan Document and any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees and disbursements of counsel, and the allocated reasonable cost of internal counsel, to the Lender that are required to be paid by the Borrower and its Subsidiaries pursuant to the terms of this Agreement) or otherwise.

“Occupancy Agreements”: as defined in Section 6.10.

“Organic Documents”: with respect to any entity, in each case to the extent applicable thereto, its certificate and articles of incorporation or organization, its by-laws or operating agreement, its partnership agreement, all other formation and/or governing documents, and all Equityholder Agreements, voting agreements and similar arrangements applicable to any of its authorized shares of capital stock, its partnership interests or its member interests, and any other arrangements relating to the control or management of any such entity (whether existing as corporation, a partnership, a limited liability company or otherwise).

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor thereto.

“Permitted Acquisition”: an Acquisition by the Borrower or any Domestic Subsidiary of all or any part of the assets of, or all or any part of the Capital Stock of, a Person (each, an “Acquired Person”), provided that (a) the Lender has consented to such Acquisition and (b) unless otherwise agreed to by the Lender, each of the following conditions is satisfied with respect to such Acquisition:

(a) such Acquisition is not opposed by the board of directors of the Acquired Person;

(b) such Acquisition is accretive to the earnings of the Borrower, consistent with the strategic direction of the Borrower, and can be easily integrated;

(c) at the time of such Acquisition, no Default shall have occurred and be continuing and no Default would occur as a result thereof on either an actual or pro forma basis immediately after giving effect to such Acquisition, including under Section 7.14 hereof;

(d) Borrower shall have provided to the Lender, no later than ten (10) Business Days prior to the date of consummation of the Acquisition, the following information pertaining to the Acquisition, in each case in form and substance reasonably satisfactory to the Lender: (A) calculations certified by the Borrower’s Chief Financial Officer indicating pro forma compliance by the Borrower and its Subsidiaries with the covenants contained in Section 7.1 hereof subsequent to the Acquisition, (B) to the extent available historical financial statements of the Acquired Person for the three full fiscal years of the Acquired Person or for such period in which the Acquired Person has been operating, each immediately preceding the date of the consummation of the Permitted Acquisition, (C) consolidated projections of the Borrower and its Subsidiaries, by fiscal quarter, incorporating the results of operations of the Acquired Person, and which detail Incremental EBITDA for each relevant fiscal period for the Acquired Person, (D) a certificate of a Responsible Officer of the Borrower which sets forth the sources and uses of funds which will be required to consummate the Acquisition and (E) such other due diligence information and documentation as the Lender shall reasonably require;

(e) the Borrower shall project that Incremental EBITDA for the first two full fiscal quarters of the Borrower immediately succeeding such Acquisition shall be greater than $1 with respect to such Acquired Person; and

(f) the assets which are the subject of any Acquisition which is an asset sale, or the assets of any Acquired Person which is the subject of an equity sale, are located at the time of consummation of the Acquisition in the United States; provided that, with respect to any Acquisition, up to $500,000 in fair market value of such assets, as reasonably determined by the Borrower, may be located outside of the United States.

“Person”: any individual, firm, partnership, joint venture, corporation, limited liability company, association, business enterprise trust, unincorporated organization, government or department or agency thereof or other entity, whether acting in an individual, fiduciary or other capacity.

“Plan”: as to any Person, any plan (other than a Multiemployer Plan) subject to Title IV of ERISA maintained for employees of such Person or any ERISA Affiliate of such Person (and any such plan no longer maintained by such Person or any of such Person’s ERISA Affiliates to which such Person or any of such Person’s ERISA Affiliates has made or was required to make any contributions within any of the five preceding years).

“Prime Rate”: the fluctuating variable interest rate per annum announced from time to time by a New York City money center bank selected from time to time by the Lender as its Prime Rate. The Prime Rate is set by the Lender and may be based upon various factors, including, without limitation the

Lender’s costs and desired rate of return, general economic conditions, and other factors, and is used as a reference point for the pricing of some loans, which may be priced at, above or below the Prime Rate.

“Prime Rate Loans”: Loans the rate of interest applicable to which is based upon the Prime Rate.

“Properties”: the collective reference to the real and personal property owned, leased, used, occupied or operated, under license or permit, by the Borrower or any of its Subsidiaries.

“Quick Ratio”: for the Borrower and its Subsidiaries on a consolidated basis, as at any date of determination, the ratio of (a) the sum of (i) all unencumbered and unrestricted cash and Cash Equivalents and (ii) accounts receivable determined in accordance with GAAP, to (b) current liabilities determined in accordance with GAAP.

“Regulation D”: Regulation D of the Board of Governors of the Federal Reserve System, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof and any successor regulation thereto.

“Regulation U”: Regulation U of the Board of Governors of the Federal Reserve System, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof and any successor regulation thereto.

“Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event”: any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived under PBGC regulations.

“Requirement of Law”: as to any Person, its Organic Documents, and any law, treaty, rule, order, judgment or regulation of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer”: the chief executive officer or the president of the applicable Loan Party, or, with respect to financial matters, the chief financial officer of the applicable Loan Party, as applicable.

“Restricted Payments”: as defined in Section 7.6 hereof.

“Revolving Loan Commitment”: subject to Section 2.1(a) hereof, the commitment of the Lender to make Revolving Loans and issue Letters of Credit hereunder.

“Single Employer Plan”: any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“Solvent”: when used with respect to any Person, that:

(a) the present fair salable value of such Person’s assets is in excess of the total amount of the probable liability on such Person’s debts;

(b) such Person is able to pay its debts as they become due; and

(c) such Person does not have unreasonably small capital to carry on such Person’s business as theretofore operated and all businesses in which such Person is about to engage.

“Specified Investors”: Institute Grifols, S.A., Pecks Management Partners, Ltd., Xxxxx X. Xxxxx, or any investment fund or other Person in either event controlled, directly or indirectly, by any such Person or their respective Affiliates.

“Subsidiary”: as to any Person at any time of determination, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries or Subsidiaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Taxes”: as defined in Section 2.13 hereof.

“Termination Event”: (a) a Reportable Event, (b) the institution of proceedings to terminate a Single Employer Plan by the PBGC under Section 4042 of ERISA, (c) the appointment by the PBGC of a trustee to administer any Single Employer Plan or (4) the existence of any other event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment by the PBGC of a trustee to administer, any Single Employer Plan.

“Total Debt”: the aggregate principal amount of all Indebtedness (including all Obligations and Capitalized Lease Obligations, but excluding trade payables permitted by Section 7.2(d) hereof) of the Borrower and its Subsidiaries on a consolidated basis.

“Tranche”: the collective reference to LIBOR Loans the Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such LIBOR Loans shall originally have been made on the same day).

“Type”: as to any Loan, its nature as a Prime Rate Loan or a LIBOR Loan.

1.2 Other Definitional Provisions.

1.3 (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any other Loan Document or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein, in any other Loan Document, and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.1 above and accounting terms partly defined in Section 1.1 above, to the extent not defined, shall have the respective meanings given to them under GAAP. Unless otherwise provided herein, all financial calculations made with respect to the Borrower for the purpose of determining compliance with the terms of this Agreement shall be made on a consolidated basis and in accordance with GAAP. For the purpose of determining compliance with financial covenants hereunder for any period, acquisitions, divestitures, and asset sales occurring during such period will be included in the calculation of such ratio for such period on a pro forma basis, and will be deemed to have occurred on the first day of such period.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this Agreement unless otherwise

specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(d) Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

(e) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(f) References to agreements, other contractual instruments and other documents include all subsequent amendments and other modifications to such agreement and documents, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

SECTION 2.

AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT; COMMITMENT

AMOUNTS

2.1 Loans and Letters of Credit; Revolving Loan Commitments. (a) Subject to the terms and conditions hereof, the Lender agrees to (i) make loans on a revolving credit basis to the Borrower from time to time from and including the Closing Date to but excluding the Maturity Date (each a “Loan”, and collectively, the “Loans”) in accordance with the terms of this Agreement and (ii) issue letters of credit for the account of the Borrower pursuant to Section 2.2 below from time to time from and including the Closing Date to but excluding the Maturity Date (each a “Letter of Credit” and, collectively, the “Letters of Credit”); provided, however, that (A) the sum of (1) the aggregate principal amount of all Loans outstanding, (2) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (3) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed the Aggregate Revolving Loan Commitment at any time and (B) the sum of (1) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (2) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed $1,000,000 at any time. Within the limits of each Lender’s Revolving Loan Commitment, the Borrower may borrow, have Letters of Credit issued for the Borrower’s account, prepay Loans, reborrow Loans, and have additional Letters of Credit issued for the Borrower’s account after the expiration of previously issued Letters of Credit.

Subject to Sections 2.9 and 2.11 hereof:

(a) The Loans may from time to time be (i) LIBOR Loans, (ii) Prime Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Lender in accordance with either Sections 2.1(d) or 2.5 hereof.

(b) The Loans made by the Lender to the Borrower shall be evidenced by a Revolving Credit Promissory Note (Secured) of the Borrower, substantially in the form of Exhibit A (the “Note”), with appropriate insertions therein as to payee, date and principal amount, payable to the order of the Lender and representing the obligation of the Borrower to pay the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Section 2.1(a) hereof, with interest thereon as prescribed in Sections 2.7 and 2.8 hereof. The Lender is hereby authorized (but not required) to record the date and amount of each payment or prepayment of principal of its Loans made to the Borrower, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of LIBOR Loans, the

length of each Interest Period with respect thereto, in the books and records of such Lender, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of the Lender to make any such recordation or notation in the books and records of the Lender (or any error in such recordation or notation) shall not affect the obligations of the Borrower hereunder or under the Note.

(c) The Borrower shall give the Lender irrevocable written notice, substantially in the form of a Loan Request (which notice must be received by the Lender prior to 12:00 a.m., Boston time, one Business Day prior to the proposed borrowing date or, if all or any part of the Revolving Loans are requested to be made as LIBOR Loans, three Eurodollar Business Days prior to the proposed borrowing date) requesting that the Lenders make Loans on the proposed borrowing date and specifying (i) the aggregate amount of Loans requested to be made, (ii) subject to Sections 2.9 and 2.11 hereof, whether the Loans are to be LIBOR Loans, Prime Rate Loans or a combination thereof and (iii) if the Loans are to be entirely or partly LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Notwithstanding the foregoing, such notice may be given by telephone, provided it is promptly confirmed on the same day in writing by delivery to the Lender of a written notice, substantially in the form of a Loan Request. On the proposed borrowing date no later than 2:00 p.m., Boston Time, the Lender shall make available to the Borrower the aggregate borrowing amount in United States dollars in immediately available funds by wiring such amount to such account as specified by the Borrower.

(d) The Revolving Loan Commitment of the Lender and the Aggregate Revolving Loan Commitment shall terminate on the Maturity Date.

(e) All outstanding Loans shall be due and payable on the Maturity Date.

2.2 Issuance of Letters of Credit.

(a) Subject to the limitations on Letters of Credit set forth in Section 2.1(a) above, the Borrower shall be entitled to request the issuance of standby and/or commercial Letters of Credit from time to time from and including the Closing Date to but excluding the date three Business Days prior to the Maturity Date, by giving the Lender a Letter of Credit Request in the form of Exhibit I hereto at least three Business Days before the requested date of issuance of such Letter of Credit (which shall be a Business Day). Any Letter of Credit Request received by the Lender later than 3:00 p.m., Boston time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be signed by a Responsible Officer, shall be irrevocable and shall be effective upon receipt by the Lender. Provided that a valid Letter of Credit Request has been received by the Lender and upon fulfillment of the other applicable conditions set forth in Section 5.2 hereof, the Lender will issue the requested Letter of Credit. Each Letter of Credit shall have an expiration date as set forth in the Letter of Credit Request, provided that no Letter of Credit shall in any event have an expiration date later than the earlier of (i) one year after the issuance thereof and (ii) two Business Days prior to the Maturity Date.

(b) The payment by the Lender of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Lender hereunder of a Prime Rate Loan in the amount of such payment (but without any requirement of compliance with the conditions set forth in Section 5.2 hereof).

(c) The obligations of the Borrower with respect to any Letter of Credit, any Letter of Credit Request and any other agreement or instrument relating to any Letter of Credit and any Prime Rate Loan made under Section 2.2(c) above shall be absolute, unconditional and irrevocable and shall be paid

strictly in accordance with the terms of the aforementioned documents under all circumstances, including the following:

(i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document;

(ii) the existence of any claim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or transferee of any Letter of Credit (or any Person for whom any such beneficiary or transferee may be acting), the Lender (other than the defense of payment to the Lender in accordance with the terms of this Agreement) or any other Person, whether in connection with this Agreement, any other Loan Document, the transactions contemplated hereby or thereby or any unrelated transaction;

(iii) any statement or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever; provided that payment by the Lender under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or willful misconduct; and

(iv) any exchange, release or non-perfection of any Collateral, or other collateral, or any release, amendment or waiver of or consent to departure from any other Loan Document or other guaranty, for any of the Obligations of the Borrower in respect of the Letters of Credit.

(d) The Borrower shall pay to the Lender, with respect to each Letter of Credit issued hereunder, the following fees:

(i) for each commercial Letter of Credit, for the account of Lender, on the day any commercial Letter of Credit is issued or extended, or the face amount thereof increased, a fee equal to the greater of (i) $250 and (ii) an amount equal to (x) 1/8% of the Letter of Credit Amount thereof times (y) the number of calendar quarters (or portions thereof) falling between the date of issuance of such Letter of Credit and the stated date of expiration thereof;

(ii) for each standby Letter of Credit, for the account of Lender, on the day any standby Letter of Credit is issued, a fee equal to 2.50% per annum of the Letter of Credit Amount for the period from and including the day such Letter of Credit is issued to but excluding the day such Letter of Credit expires; and

(iii) with respect to each Letter of Credit issued hereunder, for the account of Lender, from time to time, such additional fees and charges (including cable charges) as are generally associated with letters of credit, in accordance with the Lender’s standard internal charge guidelines (as such guidelines may change from time to time) and the related Letter of Credit Request; and

(iv) with respect to each Letter of Credit issued hereunder, from time to time, such additional fees and charges (including cable charges) as are generally associated with the issuance, negotiation, amendment and payment of letters of credit, in accordance with the Lender’s standard internal charge guidelines (as such guidelines may change from time to time) and the related Letter of Credit Request.

(e) The Borrower agrees to the provisions in the Letter of Credit Request form; provided, however, that the terms of the Loan Documents shall take precedence if there is any inconsistency between the terms of the Loan Documents and the terms of said form.

(f) The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. The Lender nor its respective partners, officers or directors shall be liable or responsible for (i) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; or (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereof, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged. In furtherance and not in limitation of the foregoing, the Lender may accept any document that appears on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

2.3 Optional Prepayments; Optional Commitment Reductions. The Borrower may, at any time and from time to time, subject to Section 2.14 hereof, prepay the Loans and/or permanently reduce the Aggregate Revolving Loan Commitment, in whole or in part, without premium or penalty, upon at least three Business Days’ irrevocable written notice in the case of LIBOR Loans and upon at least one Business Day’s irrevocable written notice in the case of Prime Rate Loans, from the Borrower to the Lender, specifying the date and amount of prepayment and/or commitment reduction, and whether the prepayment is of LIBOR Loans, Prime Rate Loans or a combination thereof and, if of a combination thereof, the amount allocable to each. If any such notice is given, the amount specified in such notice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in the aggregate principal amount of $100,000 or an integral multiple of $50,000 in excess thereof.

2.4 Mandatory Prepayments.

(a) On the date of receipt by the Borrower or any Subsidiary of any Net Proceeds with respect to an Asset Disposition which would cause the aggregate consideration for Asset Dispositions consummated by the Borrower or any Subsidiary during the current fiscal year to exceed $1,000,000 (or, if an Event of Default has occurred and is continuing, upon the consummation of any Asset Disposition), the Borrower shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.4(c) below and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds. On or prior to the date of any Asset Disposition, the Borrower agrees to provide the Lender with calculations used by the Borrower in determining the amount of any such prepayment under this Section 2.4(a).

(b) If the Borrower or any Subsidiary receives insurance proceeds or condemnation proceeds aggregating more than $250,000 (or in any amount after the occurrence and during the continuance of a Default) at any time after the Closing Date with respect to any Collateral which are not fully applied toward the repair or replacement of such damaged or condemned Collateral by the earlier of (i) 120 days after the receipt thereof and (ii) the occurrence of a Default, the Borrower shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.4(c) below) and, after all Loans have been prepaid, make a Cash Collateral Deposit in an amount equal to 100% of the amount of such proceeds not so applied. The Borrower shall give the Lender prompt written notice of all insurance and condemnation proceeds received with respect to any Collateral by it or any Subsidiary on or after the Closing Date in excess of $50,000 per occurrence.

(c) Each prepayment pursuant to this Section 2.4 shall be applied first, to the outstanding principal balance of the Loans, and second, to make a Cash Collateral Deposit with respect to outstanding Letters of Credit. Each prepayment shall be accompanied by payment in full of all accrued interest and, if applicable, accrued commitment fees thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.14 hereof. Each prepayment of the Loans shall permanently reduce the Aggregate Revolving Loan Commitment in an amount equal to such prepayment.

2.5 Conversion and Continuation Options.

(a) The Borrower may elect from time to time to convert LIBOR Loans to Prime Rate Loans by the Borrower giving the Lender at least two Business Days’ prior irrevocable written notice of such election pursuant to a Continuation Notice, provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. Subject to Sections 2.9 and 2.11 hereof, the Borrower may elect from time to time to convert Prime Rate Loans to LIBOR Loans by the Borrower giving the Lender at least three Eurodollar Business Days’ prior irrevocable written notice of such election pursuant to a Continuation Notice. Any such notice of conversion to LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor. All or any part of outstanding LIBOR Loans and, subject to Sections 2.9 and 2.11 hereof, Prime Rate Loans, may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.6 below shall not have been contravened, (ii) no such Loan may be converted into a LIBOR Loan after the date that is one month prior to the Maturity Date and (iii) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default shall have occurred and be continuing.

(b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Lender, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1 above, of the length of the next Interest Period to be applicable to such LIBOR Loan, provided that no LIBOR Loan may be continued as such (i) if, after giving effect thereto, Section 2.6 below would be contravened, (ii) after the date that is one month prior to the Maturity Date or (iii) if a Default shall have occurred and be continuing and provided, further, that if the Borrower shall fail to give any required notice as described above in this Section or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted to Prime Rate Loans on the last day of such then-expiring Interest Period.

2.6 Minimum Amounts of Tranches; Minimum Borrowings. All borrowings, conversions and continuations of LIBOR Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Loans comprising each Tranche shall be equal to $100,000 or a whole multiple of $50,000 in excess thereof. All borrowings of Prime Rate Loans shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof.

2.7 Interest Rates and Payment Dates.

(a) Each Loan shall (i) if a LIBOR Loan, bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the LIBOR Adjusted Rate plus 3.50% and (ii) if a Prime Rate Loan, bear interest at a rate per annum equal to the Prime Rate plus 0.50% as adjusted daily.

(b) If any Event of Default shall have occurred and be continuing, all amounts outstanding hereunder shall, at the election of the Lender in its sole discretion, bear interest at a rate per annum equal to the rate determined pursuant to Section 2.7(a) above plus 2% per annum, from the date of the occurrence of such Event of Default until such Event of Default is no longer continuing (after as well as before judgment).

(c) Interest shall be payable in arrears on each Interest Payment Date; provided, however, that interest accruing pursuant to paragraph (b) of this Section shall be payable on demand.

2.8 Computation of Interest and Fees. Interest on the Loans and all other Obligations shall be calculated on the basis of a 360-day year for the actual days elapsed; provided that interest on Prime Rate

Loans shall be calculated on the basis of a year of 365 or 366 days, as applicable, for the actual days elapsed. Each determination of an interest rate by the Lender pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower in the absence of manifest error.

2.9 Inability to Determine Interest Rate. In the event that, prior to the first day of any Interest Period, (a) the Lender shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Adjusted Rate for such Interest Period or (b) the Lender shall have determined that the LIBOR Adjusted Rate for such Interest Period will not adequately and fairly reflect the cost to the Lender (as conclusively certified by such Lender) of making or maintaining its affected Loans during such Interest Period, the Lender shall give telecopy or telephonic notice thereof to the Borrower as soon as practicable thereafter. If such notice is given, (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall accrue interest at the Prime Rate, (ii) Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be continued as Prime Rate Loans and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Prime Rate Loans. Until such notice has been withdrawn by the Lender, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Prime Rate Loans to LIBOR Loans.

2.10 Payments. All payments (including prepayments) to be made by the Borrower hereunder and under the Note, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to 2:00 p.m., Boston time, on the due date thereof to the Lender at the Lender’s office specified in Section 9.2, in Dollars and in immediately available funds. If any payment hereunder (other than payments on the LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and interest shall continue to accrue thereon at the applicable rate) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Eurodollar Business Day.

2.11 Illegality. Notwithstanding any other provision herein, if any change after the Closing Date in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for the Lender to maintain LIBOR Loans as contemplated by this Agreement, (a) the commitment of the Lender hereunder to continue LIBOR Loans as such and convert Prime Rate Loans to LIBOR Loans shall forthwith be suspended during such period of illegality and (b) the Loans of the Lender then outstanding as LIBOR Loans, if any, shall be converted automatically to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a LIBOR Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to the Lender such amounts, if any, as may be required pursuant to Section 2.14 below. To the extent that the Lender’s LIBOR Loans have been converted to Prime Rate Loans pursuant to this Section 2.11, all payments and prepayments of principal that otherwise would be applied to the Lender’s LIBOR Loans shall be applied instead to its Prime Rate Loans.

2.12 Increased Costs.

(a) In the event that any change after the Closing Date in any Requirement of Law or in the interpretation or application thereof or compliance by the Lender with any request or directive (whether or not having the force of law but, if not having the force of law, generally applicable to and complied

with by banks and financial institutions of the same general type as the Lender in the relevant jurisdiction) from any central bank or other Governmental Authority made subsequent to the Closing Date:

(i) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirements against assets held by, letters of credit issued by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of the Lender which is not otherwise included in the determination of the LIBOR Adjusted Rate hereunder; or

(ii) shall impose on the Lender any other condition;

and the result of any of the foregoing is to increase the cost to the Lender of issuing any Letter of Credit, or increase the cost to the Lender of converting into, continuing or maintaining LIBOR Loans, or to reduce any amount receivable hereunder in respect of any of the foregoing, in any case by an amount which the Lender deems to be material, then, in any such case, the Borrower shall immediately pay to the Lender, upon the demand of the Lender, any additional amounts necessary to compensate the Lender for such increased cost or reduced amount receivable. If the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify the Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by the Lender to the Borrower, which shall demonstrate in reasonable detail the computation of such amounts, shall be conclusive evidence of the accuracy of the information so recorded, absent manifest error. This covenant shall survive the termination of this Agreement, the expiration of the Letters of Credit and the payment of the Note and all other amounts payable hereunder.

(b) If, after the date of this Agreement, the introduction of or any change in any applicable law, rule, regulation or guideline regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, affects the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender, and the Lender (taking into consideration its or such corporation’s policies with respect to capital adequacy) determines that the amount of capital maintained by the Lender or such corporation which is attributable to or based upon the Loans, the Letters of Credit or this Agreement must be increased as a consequence of such introduction or change by an amount deemed by the Lender to be material, then, upon demand of the Lender the Borrower shall immediately pay to the Lender additional amounts sufficient to compensate the Lender or such corporation for the increased costs to the Lender or corporation of such increased capital. Any such demand shall be accompanied by a certificate of the Lender setting forth in reasonable detail the computation of any such increased costs, which certificate shall be conclusive, absent manifest error. This obligation of the Borrower under this Section shall survive the termination of this Agreement, the expiration of the Letters of Credit and the payment of the Note and all other amounts payable hereunder.

2.13 Taxes. All payments made by the Borrower in respect of the Obligations shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority or any political subdivision or taxing authority thereof or therein, other than Excluded Taxes (all such non-Excluded Taxes being hereinafter called “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Lender in respect of the Obligations, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Note. The Borrower agrees to indemnify the Lender for the full amount of Taxes (including any Taxes imposed or asserted by any Governmental Authority on amounts payable under this Section), paid by the Lender.

Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Lender a copy of an original official receipt received by the Borrower showing payment thereof or such other evidence of payment reasonably satisfactory to the Lender. If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required receipts or other required documentary evidence, the Borrower shall indemnify the Lender for any incremental taxes, interest or penalties (and related reasonable fees and expenses of counsel) that may become payable by the Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement, the expiration of the Letters of Credit and the payment of the Note and all other amounts payable hereunder.

2.14 Indemnity. The Borrower agrees to indemnify the Lender and to hold the Lender harmless from and to pay the Lender on demand the amount of any liability, loss or expense arising from the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained (including reasonable fees and expenses of counsel) which the Lender may sustain or incur as a consequence of (a) default by the Borrower in payment when due of the principal amount of or interest on any LIBOR Loan, (b) default by the Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (c) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (d) the making by the Borrower of a prepayment or conversion of LIBOR Loans on a day which is not the last day of an Interest Period with respect thereto (including any prepayment required as a result of acceleration of the Loans under Section 7 hereof). The Lender’s certificate as to such liability, loss or expense shall be deemed conclusive, absent manifest error. This covenant shall survive the termination of this Agreement, the expiration of the Letters of Credit and the payment of the Note and all other amounts payable hereunder.

2.15 Mitigation of Costs. If the Lender, by taking any other reasonable action, so long as making such change or taking such other action is not disadvantageous to it in any financial, regulatory or other respect, can mitigate any adverse effect on the Borrower under Sections 2.11, 2.12 or 2.13 hereof, the Lender shall take such action.

2.16 Upfront Fee; Unused Commitment Fee. The Borrower agrees to pay to the Lender a (i) upfront fee based on the Aggregate Revolving Loan Commitment and computed at a rate equal to 1.25%, and (ii) an unused commitment fee for the period from and including the Closing Date to but excluding the Maturity Date, based on the average aggregate amount, for each day during such period, of the Available Revolving Loan Commitment, and computed at a rate equal to 0.50% per annum. Such upfront fee shall be due and payable to the Lender on the Closing; the unused commitment fee shall be payable in installments quarterly in arrears on the last day of each March, June, September and December and on the Maturity Date, commencing on the first such date to occur after the Closing Date.

2.17 Pre-Closing Audit and Closing Costs. The Borrower agrees to pay to the Lender on the Closing Date the sum of (a) $2,500 to reimburse the Lender for its pre-closing audit of the Borrower’s books and records, and (b) the Lender’s closing costs and legal fees in connection with this Agreement which shall not exceed $25,000 in the aggregate.

SECTION 3. SECURITY INTEREST

As security for the payment and performance of the Obligations, the Borrower, for valuable consideration, the receipt of which is acknowledged, hereby grants to the Lender a security interest in all of the Borrower’s tangible and intangible property, whether now owned or existing, or hereafter acquired or arising, including:

(a) all goods (which shall mean and include all inventory, merchandise, raw materials, supplies, work in process, finished goods and other tangible personal property held by the Borrower for processing, sale or lease or furnished or to be furnished by the Borrower under the contracts of sale or service or to be used or consumed in the Borrower’s business), as well as all goods in transit, and all returned or rejected goods, and all documents which represent any of the foregoing;

(b) all accounts (which shall mean and include all accounts receivable, notes, drafts, acceptances and other instruments representing or evidencing a right to payment for goods sold or leased or for services rendered whether or not earned by performance), as well as all right, title and interest of the Borrower in the goods which have given rise thereto, including the right of stoppage in transit;

(c) all equipment, machinery, tools, dies, molds, furniture, furnishings, all tangible personal property similar to any of the foregoing, and all equipment as defined in Section 9-109(2) of the Massachusetts General Laws, Chapter 106, wherever the same may be located;

(d) all general intangibles including, without limitation, customer lists, contract rights, causes of action, goodwill, royalties, licenses, franchises, permits, intellectual property, blueprints, drawings, manuals, technical data, trade secrets, trade names, trademarks, and copyrights;

(e) all chattel paper of every kind and description, including all additions thereto and substitutions therefor;

(f) all rights to the payment of money, including without limitation, amounts due from affiliates, all tax refunds of every kind and nature including loss carryback refunds, insurance policies and proceeds, factoring agreements, and all rights to deposit or advance payments;

(g) all business records and files (including, without limitation, computer programs, disks, tapes and related electronic data processing media) and writing of the Borrower in which the Borrower has an interest in any way relating to the foregoing property, and all rights of the Borrower to retrieval from third parties of electronically processed and recorded information pertaining to any such property;

(h) all documents, documents of title, and instruments (whether negotiable or non-negotiable);

(i) all liens, guaranties and securities for any of the foregoing (a) through (h); and

(j) all products of, accessions to, and proceeds of any of the foregoing (a) through (i).

All of such property in (a) through (j) above is collectively referred to as the “Collateral.”

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Lender to enter into this Agreement and to make the Loans and issue the Letters of Credit, the Borrower hereby represents and warrants to the Lender that:

4.1 Financial Condition. The Borrower’s financial statements for (i) the 12 month period ended September 30, 2002, audited by KPMG and (ii) its fiscal quarter ended June 30, 2003, copies of which have heretofore been furnished to the Lender, present fairly in all material respects the financial condition of the Borrower, on a consolidated basis, as at such respective dates, and the results of the operations and cash flows of the Borrower, on a consolidated basis, for the respective fiscal periods then ended, subject,

in the case of such quarterly financial statements, to changes resulting from audit and normal year-end adjustments. Such financial statements (the “Financial Statements”), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Borrower nor any Subsidiary has any Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the Financial Statements, or in the notes thereto (with respect to the periods covered thereby), or in future financial statements or the notes thereto delivered to the Lender (in the case of subsequent periods), except, in any case, to the extent otherwise disclosed to the Lender in writing. Since June 30, 2003 there has been no event or condition resulting in a Material Adverse Effect.

4.2 Corporate Existence; Compliance with Law. The Borrower and each Subsidiary, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate, partnership or limited liability company power, as the case may be, and authority, and the legal right, to own and operate its Properties, to lease the property it operates as lessee and to conduct the business in which it is currently engaged and in which it proposes to be engaged after the Closing Date, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, each of which jurisdictions is set forth on Schedule 4.2 hereto, except for those jurisdictions where the failure to be so qualified or in good standing has not had and will not result in a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not reasonably be expect to have a Material Adverse Effect.

4.3 Corporate Power; Authorization; Consents; Enforceable Obligations.

(a) The Borrower and each of its Subsidiaries has the corporate, partnership or limited liability company power, as the case may be, and authority, and the legal right, to make, deliver and perform the Loan Documents, in each case to which it is or will be a party, and to borrow hereunder (in the case of the Borrower), and each Loan Party has taken all necessary corporate, partnership or limited liability action, as applicable, to authorize (i) the borrowings on the terms and conditions of this Agreement and the Note and (ii) the execution, delivery and performance of the Loan Documents to which it is or will be a party.

(b) No consent or authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement, the Note or the other Loan Documents except for any consent, authorization, filing or other act which has been made or obtained and is in full force and effect. This Agreement has been, and each of the Note and the other Loan Documents to which the Borrower or any Subsidiary is or will be a party will be, duly executed and delivered by it. This Agreement constitutes, and each of the Note and the other Loan Documents when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower and each Subsidiary (to the extent the Borrower or such Subsidiary is a party thereto) enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.4 No Legal Bar. The execution, delivery and performance of this Agreement, the Note and the other Loan Documents, and the borrowings hereunder and the use of the proceeds thereof, will not violate any Requirement of Law or material Contractual Obligation of the Borrower or any Subsidiary, and will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any such Requirement of Law or such Contractual Obligation, except pursuant to the Loan Documents.

4.5 No Material Litigation. Except as set forth in Schedule 4.5 hereto, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of its or their properties or revenues or by or against any Affiliate of the Borrower or any Subsidiary, (a) with respect to this Agreement, the Note or the other Loan Documents, or any of the transactions contemplated hereby or thereby or (b) which could reasonably be expected to have a Material Adverse Effect.

4.6 Ownership of Property; Liens; Condition of Properties. The Borrower and each Subsidiary has good title to all Properties purported to be owned thereby, free and clear of any Liens, except those permitted by Section 7.3 hereof. The Property and assets of the Borrower and its Subsidiaries constitute all property and assets reasonably necessary for the business of the Borrower and its Subsidiaries, are in good order and repair in all material respects(ordinary wear and tear excepted) and are fully covered by the insurance required under the Loan Documents. Neither the Borrower nor any Subsidiary has used (or permitted the filing of any financing statement under) any legal or operating name at any time during the five years immediately preceding the execution of this Agreement, except as identified on Schedule 4.6.

4.7 Environmental Matters.

(a) Each Property, and all operations at each Property, are in compliance in all material respects with all applicable Environmental Laws.

(b) There is no contamination at, under or about such Properties, or violation of any Environmental Law with respect to such Properties or the business conducted at such Properties which involves a matter or matters which has caused or could reasonably be expect to cause a Material Adverse Effect.

(c) No Loan Party has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business conducted at the Properties, nor does the Borrower have knowledge that any such notice will be received or is being threatened which has caused or could reasonably be expected to cause a Material Adverse Effect.

(d) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Loan Party is named as a party with respect to the Properties or the business conducted at the Properties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to such Properties or such business which has caused or could reasonably be expected to cause a Material Adverse Effect.

4.8 Intellectual Property. The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade names, patents and copyrights necessary for the conduct of its business as currently conducted in all material respects (the “Intellectual Property”). No claim which could reasonably be expected to have a Material Adverse Effect has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower or any Subsidiary know of any valid basis for any such claim. To the Borrower’s knowledge, the use of such Intellectual Property by the Borrower and its Subsidiaries does not infringe in any material respect on the rights of any Person, nor, to the Borrower’s knowledge, does the use by other Persons of such Intellectual Property infringe in any material respect on the rights of the Borrower or any Subsidiary. In the event of the enforcement by the Lender of its rights as a secured creditor under the Loan Documents, the Lender will not be required to own or otherwise

possess the right to use any patent, trademark or other intellectual property, or any license to use the same, in each case of any third party, in order to sell any inventory of any Loan Party.

4.9 Taxes. The Borrower and each Subsidiary has filed or caused to be filed all tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any not yet delinquent or the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or such Subsidiary, as appropriate); as of the Closing Date, no tax Lien has been filed, and no claim which could reasonably be expected to have a Material Adverse Effect is being asserted with respect to any such tax, fee or other charge.

4.10 Federal Regulations. No Loan, no Letter of Credit, and no part of the proceeds thereof are intended to be or will be used, directly or indirectly, for “purchasing” or “carrying” any Margin Stock within the respective meanings of each of the quoted terms under Regulation U for any purpose which violates the provisions of the Regulations of the Board of Governors of the Federal Reserve System. If requested by the Lender, the Borrower will furnish to the Agent a statement to the foregoing effect in conformity with the requirements of Form U-1 referred to in Regulation U.

4.11 ERISA Compliance.

(a) The Borrower and each Subsidiary is in compliance in all respects with all applicable provisions of ERISA, and all rules, regulations and orders implementing ERISA, except to the extent that the failure to comply therewith could not be reasonably expected to, in the aggregate, have a Material Adverse Effect.

(b) Neither the Borrower, nor any Subsidiary or any ERISA Affiliate thereof maintains or contributes to (or has maintained or contributed to) any Multiemployer Plan under which the Borrower, any Subsidiary or any ERISA Affiliate thereof has any withdrawal liability.

(c) Neither the Borrower, nor any Subsidiary or any ERISA Affiliate thereof sponsors or maintains any defined benefit pension plan under which there is an accumulated funding deficiency within the meaning of Section 412 of the Code, whether or not waived.

(d) The liability for accrued benefits under each defined benefit pension plan that will be sponsored or maintained by the Borrower, any Subsidiary or any ERISA Affiliate thereof (determined on the basis of the actuarial assumptions utilized by the PBGC) does not exceed the aggregate fair market value of the assets under each such defined benefit pension plan.

(e) The aggregate liability of the Borrower, each Subsidiary and each ERISA Affiliate thereof arising out of or relating to a failure of any employee benefit plan within the meaning of Section 3(2) of ERISA to comply with provisions of ERISA or the Code will not have a Material Adverse Effect.

(f) There does not exist any unfunded liability (determined on the basis of actuarial assumptions utilized by the actuary for the plan in preparing the most recent annual report) of the Borrower, any Subsidiary or any ERISA Affiliate thereof under any plan, program or arrangement providing post-retirement, life or health benefits.

(g) No Reportable Event and no Prohibited Transaction (as defined in ERISA) has occurred or is occurring with respect to any plan with which the Borrower or any Subsidiary is associated.

4.12 Investment Company Act; Public Utility Holding Company Act. Neither the Borrower nor any Subsidiary is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”). Neither the Borrower nor any Subsidiary is a “holding company,” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

4.13 Subsidiaries. As of the Closing Date, the Borrower has no Subsidiaries.

4.14 Purpose of Loans and Letters of Credit.

(a) The proceeds of the Loans are intended to be and shall be used by the Borrower as follows: (i) for working capital and general corporate purposes of the Borrower and its Subsidiaries and (ii) to finance, in part, Permitted Acquisitions.

(b) The Letters of Credit shall be used for general corporate purposes of the Borrower and its Subsidiaries.

4.15 Accuracy and Completeness of Information. All information contained in any application, schedule, report, certificate, or any other document given to the Lender by or on behalf of the Borrower or any Subsidiary in connection with the Loan Documents is in all material respects true, accurate and complete as of the date referred to therein, and no such Person has omitted to state therein (or failed to include in any such document) any material fact or any fact necessary to make such information not misleading. All projections given to the Lender by or on behalf of the Borrower or any Subsidiary have been prepared with a reasonable basis and in good faith making use of such information as was available at the date such projection was made. The projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made and as of the Closing Date, it being recognized that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

4.16 Real Property Assets. Schedule 4.16 sets forth all real property that, as of the Closing Date, is owned, leased, occupied, used, controlled, managed or operated by the Borrower and its Subsidiaries.

4.17 Permits, Etc. The Borrower and its Subsidiaries have all permits, licenses, authorizations and approvals required for each of them lawfully to own, lease, control, manage and operate its Properties and businesses, except for such permits, licenses, authorizations or approvals for which the failure to obtain or maintain could not reasonably be expected to have a Material Adverse Effect. No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization or approval.

4.18 Nature of Business. Neither the Borrower nor any Subsidiary is engaged in any business other than the Nature of the Business unless otherwise agreed by the Lender.

4.19 Capital Structure and Equity Ownership. Schedule 4.19 hereto accurately and completely discloses as of the Closing Date the number and classes of equity ownership rights and interests in the Borrower (whether existing as common or preferred stock, general or limited partnership interests, or limited liability company membership interests, or warrants, options or other instruments convertible into such equity). All such shares and interests are validly existing, fully paid and non-assessable. As of the

Closing Date, Schedule 4.19 describes all warrants, options or other similar rights that are outstanding and issued pursuant to any Equityholder Agreements.

4.20 Insolvency. After giving effect to the funding of Loans and the issuance of any Letters of Credit on the Closing Date, the application of the proceeds of such Loans as provided herein, and the payment of all estimated legal, underwriting, investment banking, accounting and other fees related hereto and thereto, the Borrower and each other Loan Party will be Solvent as of and on the Closing Date.

4.21 Labor Matters. There are no strikes or other labor disputes against the Borrower or any Subsidiary pending, or to the Borrower’s knowledge, threatened against it or any Subsidiary as of the Closing Date or that could reasonably be expected to have a Material Adverse Effect.

4.22 Condemnation. No taking of any of the Properties or any part thereof through eminent domain, conveyance in lieu thereof, condemnation or similar proceeding is pending or, to the knowledge of the Borrower, threatened by any Governmental Authority as of the Closing Date or that could reasonably be expected to have a Material Adverse Effect.

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions to Closing Date. The agreement of the Lender to make the Loans requested to be made by it and to issue any Letters of Credit to be issued hereunder, in each case in accordance with the terms hereof, is subject to the satisfaction, in each case in form and substance acceptable to the Lender, of the following conditions precedent:

(a) Credit Agreement. The Lender shall have received this Agreement, executed and delivered by an officer of the Borrower and the Lender.

(b) Other Loan Documents. The Lender shall have received the Note and each other Loan Document, in each case dated as of the Closing Date and executed and delivered by an officer of the relevant Loan Party.

(c) Certificate as to Corporate Organization, Standing and Proceedings. The Lender shall have received (i) an incumbency certificate with respect to each Loan Party, each dated the Closing Date, executed by an appropriate officer thereof, and (ii) a copy of the resolutions of the Board of Directors, or similar governing body, of each Loan Party authorizing (a) the Loan Documents to which it is or will be a party, and (b) in the case of the Borrower, the borrowings contemplated hereunder, in each case certified by an appropriate officer of such Loan Party as of the Closing Date, which certificate states that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect.

(d) Organic Documents. The Lender shall have received copies of the Organic Documents of each Loan Party, in each case certified as of the Closing Date as complete and correct copies thereof, and in full force and effect, by an appropriate officer of the relevant Loan Party; provided that Borrower shall not be required to deliver copies of the warrant and option agreements expressly referred to in Schedule 4.19 hereto.

(e) Costs. The Lender shall have received payment or evidence of payment by the Borrower of all costs, expenses and taxes accrued and unpaid and otherwise due and payable on or before the Closing Date by the Borrower pursuant to this Agreement.

(f) Fees. The Lender shall have received the fees to be paid on the Closing Date pursuant to the terms of this Agreement.

(g) Legal Opinions. The Lender shall have received the following executed legal opinions, each dated the Closing Date:

(A) the executed legal opinion of O’Melveny & Xxxxx LLP, counsel to the Borrower, in form substantially similar to Exhibit III hereto satisfactory to the Lender; and

(B) such other legal opinions as the Lender may reasonably request.

(h) Filings, Recordings, Etc. The Lender shall have received as of the Closing Date evidence of the recording, or of the provision acceptable to the Lender for the recording, of the Landlord Consent(s) and any other documents reasonably necessary to be recorded in such office or offices as may be necessary or desirable to perfect each Lien purported to be created thereby or to otherwise protect the rights of the Lender thereunder and evidence of the filing, or of provision acceptable to the Lender for the filing, of appropriate UCC financing statements, and fixture filings, if requested by the Lender, naming the Lender as secured party, in such office or offices as may be necessary or desirable to perfect the security interests purported to be created by any of the Collateral Documents.

(i) Lien Searches. The Lender shall have received such UCC searches, and other Lien searches, as it shall request.

(j) Good Standing Certificates. The Lender shall have received, with respect to each Loan Party, a certificate, dated a recent date, of the Secretary of State (or other relevant state authority) of the state of formation of such Loan Party and subject to Section 6.15 hereof, each other jurisdiction where such Loan Party is required to be qualified to do business under such jurisdiction’s law (each of which is set forth on Schedule 4.2 hereto), certifying as to the existence and good standing of, and the payment of taxes by, each Loan Party in such state.

(k) No Default/Representations. No Default shall have occurred and be continuing on the Closing Date or would occur after giving effect to the funding of Loans and the issuance of any Letters of Credit on the Closing Date, the application of the proceeds of such Loans as provided herein, and the payment of all estimated legal, underwriting, investment banking, accounting and other fees related hereto and thereto, and the representations and warranties contained in this Agreement and each other Loan Document, and the representations and warranties contained in each certificate or other writing delivered to the Lender in satisfaction of the conditions set forth in this Section 5.1 prior to or on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, shall be correct in all material respects on and as of the Closing Date, and the Lender shall have received a certificate of a Responsible Officer of the Borrower to such effect, dated as of the Closing Date.

(l) Audit. The Lender shall have received a pre-funding audit by the Lender’s Banking Group, which shall be in form and substance satisfactory to the Lender.

(m) Additional Proceedings. The Lender shall have received such other approvals, opinions and documents as the Lender may reasonably request and all legal matters incident to the making of such Loans and issuance of such Letters of Credit shall be reasonably satisfactory to the Lender.

5.2 Conditions to Each Loan or Letter of Credit. The agreement of the Lender to make the Loans requested to be made by it and to issue any Letters of Credit to be issued hereunder, is also subject to the

satisfaction, immediately prior to or concurrently with the making of such Loan or the issuance of such Letter of Credit, of the following conditions precedent:

(a) Representations and Warranties; No Default. The following statements shall be true and the Borrower’s acceptance of the proceeds of such Loan or its delivery of an executed Letter of Credit Request shall be deemed to be a representation and warranty of the Borrower, on the date of such Loan or as of the date of issuance of such Letter of Credit, as applicable, that:

(i) The representations and warranties contained in this Agreement, each other Loan Document and each certificate or other writing delivered to the Lender in connection herewith are correct on and as of such date in all material respects as though made on and as of such date except to the extent that such representations and warranties expressly relate to an earlier date; and

(ii) No Default has occurred and is continuing or would result from the making of the Loan or the issuance of such Letter of Credit to be made or issued on such date.

(b) Legality. The making of such Loan or the issuance of such Letter of Credit, as applicable, shall not contravene any law, rule or regulation applicable to any Lender or the Borrower or any other Loan Party.

(c) Loan Request or Letter of Credit Request. The Lender shall have received a Loan Request or Letter of Credit Request, as applicable, pursuant to the provisions of this Agreement from the Borrower.

SECTION 6. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that from and after the Closing Date, so long as any Note remains outstanding and unpaid, any Letter of Credit is outstanding or any other amount is owing to the Lender hereunder:

6.1 Financial Statements. The Borrower shall furnish to the Lender:

(a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year and the related audited income statement, statement of shareholders’ equity and operating cash flow statement, reported on without qualification or exception by the Accountants and accompanied by a certificate signed by such Accountants in a form reasonably acceptable to the Lender, at the time of the completion of the annual audit, stating that (i) the financial statements fairly present, in all material respects, the consolidated financial condition of the Borrower as of the date thereof and for the period covered thereby and (ii) to the knowledge of such Accountants, no Default exists under Section 6.1 below, to the extent such Section relates to accounting matters or, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; and

(b) as soon as available, but in any event not later than 60 days after the end of each fiscal quarter of the Borrower, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for such quarter and the unaudited income statement, statement of shareholders’ equity and operating cash flow statement for such quarter and the portion of the fiscal year through the end of such quarter, all certified by a Responsible Officer of the Borrower substantially in the form of Exhibit V hereto stating that (i) the financial statements are fairly stated in all material respects (subject to normal year-end audit adjustments), (ii) the representations and warranties set forth in this Agreement remain true and correct, and (iii) no Event of Default has occurred and is continuing, each as of such date.

All such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods.

6.2 Certificates; Other Information. The Borrower shall:

(a) furnish to the Lender, concurrently with the delivery of the financial statements referred to in Sections 6.1(a) and (b) above, a Covenant Compliance Certificate in the form of Exhibit IV hereto with respect to such quarter or fiscal year, as the case may be;

(b) furnish to the Lender, as soon as available, but in any event within the first 30 days of each fiscal year of the Borrower, a copy of (i) the annual operating budget for the Borrower and its Subsidiaries for such fiscal year and the immediately succeeding fiscal year and (ii) a complete financial forecast of the results of the Borrower and its Subsidiaries for such fiscal year and the immediately succeeding fiscal year, in each case in form and detail reasonably satisfactory to the Lender;

(c) furnish to the Lender, within five Business Days after the same are filed and publicly available, copies of all financial statements and reports which the Borrower or any Subsidiary may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority, including all reports on Form 10-K or 10-Q (it being understood that the Borrower shall have met its requirements under clauses (a) and (b) of this Section 6.1 to the extent it provides the Lender with copies of the Company’s Annual report on Form 10-K or Quarterly Report on Form 10-K as filed with the Securities and Exchange Commission in lieu of the financial statements required by said clauses);

(d) furnish to the Lender, within five Business Days after the same are filed, copies of all Material FDA Reports;

(e) furnish to the Lender, promptly but, in any event, within five days, after the Borrower’s receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to the Borrower by the Accountants in connection with any annual or interim audit of the books thereof;

(f) furnish to the Lender, immediately upon a Responsible Officer’s gaining knowledge of the occurrence of a Default or, in the good faith determination of a Responsible Officer of the Borrower, a Material Adverse Effect, the written statement by a Responsible Officer of the Borrower, setting forth the details of such Default or Material Adverse Effect and the action which the Borrower proposes to take with respect thereto;

(g) furnish to the Lender, (i) as soon as possible and in any event within five days after the Borrower knows or has reason to know that any Termination Event with respect to any Plan has occurred, a statement of a Responsible Officer of the Borrower describing such Termination Event and the action, if any, which the Borrower proposes to take with respect thereto, (ii) promptly and in any event within five days after receipt thereof by the Borrower, any Subsidiary or any of its or their ERISA Affiliates from the PBGC, copies of each notice received by the Borrower, any Subsidiary or any of its or their ERISA Affiliates of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (iii) promptly and in any event within five days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan maintained for or covering employees of the Borrower or any of its Subsidiaries if the present value of the accrued benefits under the Plan exceeds its assets by an amount which could cause a Material Adverse Effect and (iv) promptly and in any event within five days after receipt thereof by the Borrower, any Subsidiary or any of its or their ERISA Affiliates from a sponsor of a

Multiemployer Plan or from the PBGC, a copy of each notice received by the Borrower, any Subsidiary or any of its ERISA Affiliates concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA;

(h) furnish to the Lender, promptly after the commencement thereof, but in any event not later than five days after service of process with respect thereto on, or the obtaining of knowledge by, the Borrower, notice of each action, suit or proceeding before any court or governmental authority or other regulatory body or any arbitrator as to which there is a reasonable possibility of a determination that could have a Material Adverse Effect;

(i) furnish to the Lender, as soon as possible and in any event within five days after the Borrower has knowledge thereof, any termination of, or material amendment to, any Material Agreement; and

(j) furnish to the Lender, promptly such additional financial and other information as the Lender may from time to time reasonably request.

6.3 Payment of Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the failure to so satisfy such obligations could not reasonably be expected to have a Material Adverse Effect or except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or such Subsidiary, as applicable.

6.4 Conduct of Business and Maintenance of Existence. The Borrower shall, and shall cause each of its Subsidiaries to, (i) continue to engage in business of the same general type as conducted by the Borrower and its Subsidiaries as of the Closing Date, (ii) preserve, renew and keep in full force and effect its corporate or other legal existence, as applicable, (iii) take all action necessary to maintain all rights, registrations, licenses, privileges and franchises necessary or desirable in the normal conduct of its business, including those granted by the FDA, except to the extent that the failure to comply could not reasonably be expected to have a Material Adverse Effect and (iv) except to the extent that failure to comply therewith would not reasonably be expected, in the aggregate, have a Material Adverse Effect, comply with all Contractual Obligations and Requirements of Law, such compliance to include, without limitation (a) paying before the same become delinquent all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any of its Properties, (b) paying all lawful claims which if unpaid might become a Lien upon any of its Properties and (c) conducting its business, in all material respects, in accordance with those regulations of the FDA set forth in 21 C.F.R. Part 606 and known as “Current Good Manufacturing Practice for Blood and Blood Components”, as it may be revised or replaced from time to time.

6.5 Maintenance of Property; Insurance.

(a) The Borrower shall, and shall cause each of its Subsidiaries to, keep all property material or necessary to its business in good working order and condition (ordinary wear and tear excepted).

(b) The Borrower shall, and shall cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies or associations insurance on such of its property in at least such amounts and against such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Lender, upon request, full information as to the insurance carried. In addition, the Borrower shall maintain, and shall cause its Subsidiaries to maintain

with such insurance companies or associations, foreign credit insurance with regard to each of its foreign accounts receivable (excluding accounts receivable by (x) Xxxx Xxxx or (y) account debtors with a AA- credit rating or the highest short term credit rating) which accounted for 5% or more of the accounts receivable of the Borrower and its Subsidiaries on a consolidated basis as of both of the most recently ended fiscal quarters of the Borrower, in form and substance, and in amounts reasonably acceptable to, the Lender, it being understood that Borrower shall obtain such insurance as soon as practicable following the end of such fiscal quarter but in any event within 30 days after the end of such fiscal quarter. All such policies of insurance shall designate the Lender as additional insured or loss payee, as appropriate. In the event that such insurance companies cancel any such policy or policies of insurance, the Borrower will promptly notify the Lender thereof. The Borrower shall deliver to the Lender insurance certificates certified by the Borrower’s insurance brokers, as to the existence and effectiveness of each policy of insurance and evidence of payment of all premiums then due and payable therefor. In addition, the Borrower shall notify the Lender promptly of any occurrence causing a material loss of any insured Property and the estimated (or actual, if available) amount of such loss.

(c) Except as provided in Section 2.4(b) hereof, each policy for liability insurance shall provide for all losses to be paid on behalf of the Lender and the Borrower, as their respective interests may appear, and each policy for property damage insurance shall, to the extent applicable to equipment and inventory, provide for all losses (except for losses of during the continuance of an Event of Default) to be paid directly to the Borrower.

(d) Reimbursement under any liability insurance maintained by the Borrower or any Subsidiary pursuant to this Section 6.5 may be paid directly to the Person who shall have incurred liability covered by such insurance. In the case of any loss involving damage to equipment or inventory as to which Section 6.5(e) below is not applicable, the Borrower will make or cause to be made the necessary repairs to or replacements of such equipment or inventory, and any proceeds of insurance maintained by the Borrower pursuant to this Section 6.5 shall be paid by the Lender to the Borrower, upon presentation of invoices and other evidence of obligations, as reimbursement for the costs of such repairs or replacements.

(e) Upon the actual or constructive total loss of any equipment or inventory during the continuance of an Event of Default, all insurance proceeds in respect of such equipment or inventory shall be paid to the Lender and applied in the manner set forth in Section 2.4(c) above.

6.6 Inspection of Property; Books and Records; Discussions. The Borrower shall, and shall cause each Subsidiary to, keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities; and upon reasonable notice and at such reasonable times during usual business hours, permit representatives of the Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records.

6.7 Use of Proceeds. The Borrower will use the Letters of Credit, and the proceeds of the Loans, as set forth in Section 4.14 hereof, and not for the purchasing or carrying of any Margin Stock that does not comply with Section 4.14 hereof.

6.8 Interest Rate Protection. The Borrower shall not, and shall not permit any of its Subsidiaries to, incur any Hedging Obligation, except that the Borrower or any Subsidiary may enter into any Hedging Obligation that (i) is of a non-speculative nature and (ii) is for the purpose of hedging the Borrower’s or such Subsidiary’s reasonably estimated interest rate exposure.

6.9 Acquisition of Real Property. The Borrower shall submit to the Lender for the prior approval any documents relating to any fee simple real property interest to be acquired by the Borrower or any Subsidiary for consideration in excess of $1,000,000. The Lender may require that any such property interest become part of the Collateral, and that the Borrower provide the Lender with title insurance, a favorable environmental report, opinion(s) of counsel and such other information and documentation as the Lender may reasonably request with respect thereto.

6.10 Lease and License Compliance. The Borrower shall, and shall cause each Subsidiary to, perform and carry out in all material respects the provisions of all leases, licenses, permits and other occupancy agreements relating to real property or real property interests which are material to the business of the Borrower or any Subsidiary (the “Occupancy Agreements”), and shall appear in and defend any action in which the validity of any Occupancy Agreement is at issue and shall commence and maintain any action or proceeding necessary to establish or maintain the validity of any Occupancy Agreement and to enforce the material provisions thereof. The Borrower shall immediately give notice to the Lender of any material default by it or any of its Subsidiaries or, to the knowledge of the Borrower, by any other party to an Occupancy Agreement. With respect to premises leased by the Borrower or any Subsidiary at which Collateral having a value in excess of $50,000 is located, the Borrower shall cause a Landlord Consent to be executed and delivered to the Lender with respect thereto and, if requested by the Lender, recorded against the relevant real property.

6.11 Environmental Laws. The Borrower shall, and shall cause each Subsidiary to:

(a) comply with, and take reasonable steps to ensure compliance by all tenants and subtenants of Borrower or such Subsidiary, if any, with, all applicable Environmental Laws and obtain and comply with any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that such failure to do so could not reasonably be expected to have a Material Adverse Effect;

(b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other reasonable actions required under Environmental Laws and timely comply in all material respects with all orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that the same are being contested in good faith by appropriate proceedings; and

(c) defend, indemnify and hold harmless the Lender and its employees, agents, officers, partners and directors, successors, attorneys and assigns from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to (i) the presence of contamination on any of the Properties, (ii) any violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower or any Subsidiary, or the Properties, or (iii) any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys’ and consultants’ fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. This indemnity shall continue in full force and effect and survive the termination of this Agreement, expiration of the Letters of Credit and the payment of the Note and all other amounts payable hereunder.

6.12 Covenants Regarding Additional Subsidiaries.

(a) The Borrower will cause each of its Domestic Subsidiaries hereafter formed or acquired to execute and deliver to the Lender, concurrently with the formation or acquisition thereof, such other agreements, instruments, approvals or other documents as the Lender may reasonably request with respect

thereto, and certified copies of the organizational documents, resolutions and incumbency certificates of such Domestic Subsidiary.

(b) The Borrower will cause each of its Foreign Subsidiaries hereafter formed or acquired to execute and deliver to the Lender, concurrently with the formation or acquisition thereof, a pledge of 65% of the Capital Stock having voting power in such Foreign Subsidiary (or such greater amount of such equity interests as shall not cause the Borrower to incur material adverse tax consequences under Section 956 of the Code) and 100% of any other Capital Stock in such in such Foreign Subsidiary, along with (A) such agreements, certificates, filings, notices, consents and other actions as the Lender may request to evidence and perfect such pledge and (B) an executed legal opinion of local counsel to such pledgor, in form and substance, and from a firm of attorneys, reasonably satisfactory to the Lender.

6.13 Landlord Consents; Warehouse Letters. Within 60 days after the Closing Date, the Lender shall have received (i) a Landlord Consent executed by the landlord with respect to its premises known as (a) 0000 Xxxxxxx xxx Xxx, Xxxxxxxxx, Xxxxxxxxxx and (b) 00 Xxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx, and (ii) a letter of notification and agreement from each warehouse or storage facility at which Collateral is located as of the Closing Date.

6.14 Insurance Policies. Within 10 days after the Closing Date, the Lender shall have received evidence that the insurance policies provided for in Section 6.5 hereof are in full force and effect, certified by the insurance broker therefor, together with appropriate evidence showing the Lender as an additional named insured or loss payee.

6.15 Foreign Qualification Certificate. Within 45 days after the Closing Date, the Lender shall have received a certificate, dated as of the recent date of the Closing Date, of the Secretary of State of the Commonwealth of Pennsylvania certifying that the Borrower is qualified to do business under the law of such jurisdiction.

SECTION 7. NEGATIVE COVENANTS

The Borrower hereby agrees that from and after the Closing Date, so long as the Note remains outstanding and unpaid, any Letter of Credit is outstanding, or any other amount is owing to the Lender hereunder:

7.1 Financial Condition Covenants. The Borrower shall not:

(a) Effective Tangible Net Worth. Permit Effective Tangible Net Worth, as of the end of any fiscal quarter of the Borrower, to be less than the sum of (i) $12,500,000, (ii) on a cumulative basis, on the date the Lender receives (or should have received) the financial statements referred to in Section 5.1(b) with respect to any quarter (beginning with such statements delivered for the fiscal quarter ended September 30, 2003), 75% of the Net Income of the Borrower and the Subsidiaries (disregarding any loss) in such fiscal quarter and (iii) on a cumulative basis, 100% of the Net Proceeds of any Equity Offering consummated by the Borrower or any Subsidiary during such fiscal quarter.

(b) Leverage Ratio. Permit the Leverage Ratio, as of the end of any fiscal quarter of the Borrower, to be greater than 3.00:1.

(c) Interest Coverage Ratio. Permit the Interest Coverage Ratio, as of the end of any fiscal quarter of the Borrower, to be less than 4.0:1.

(d) Quick Ratio. Permit the Quick Ratio, as of the end of any fiscal quarter of the Borrower, to be less than 1.25:1.

(e) Profit. Permit Net Income, as of the end of any fiscal quarter of the Borrower, to be less than $1.

(f) Capital Expenditures. Permit Capital Expenditures of the Borrower and its Subsidiaries on a consolidated basis for any fiscal year to be more than $1,500,000.

7.2 Limitation on Indebtedness. The Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness except for:

(a) Indebtedness created hereunder and under the other Loan Documents;

(b) Indebtedness owing by any wholly-owned Subsidiary to the Borrower or any other wholly-owned Subsidiary, and Indebtedness owing by the Borrower to any wholly-owned Subsidiary;

(c) Indebtedness (i) under any Hedging Agreement, (ii) evidenced by performance bonds issued in the ordinary course of business or reimbursement obligations in respect thereof, in an aggregate amount at any time not exceeding $100,000 or (iii) for bank overdrafts incurred in the ordinary course of business that are promptly repaid;

(d) trade credit incurred to acquire goods, supplies, services and incurred in the ordinary course of business which is not more than 120 days past due and, if past due, for which adequate reserves have been posted under GAAP;

(e) Capitalized Lease Obligations and purchase money Indebtedness in a principal amount not exceeding $1,500,000 outstanding at anytime;

(f) Subordinated debt on terms acceptable to the Lender; and

(g) Indebtedness, which shall be unsecured, not otherwise permitted in any other provision of this Section 7.2; provided that the sum of the principal amount of such Indebtedness, plus the principal amount of Indebtedness outstanding under Section 7.2(e) above, shall at no time exceed $1,500,000 in the aggregate; and

(h) The Borrower or a Subsidiary of the Borrower may become and remain liable with respect to Indebtedness of any Person assumed in connection with any acquisition of such Person permitted under subsection 7.7(d) hereof and a Person that becomes a direct or indirect wholly-owned Subsidiary of the Borrower as a result of any acquisition permitted under subsection 7.7(d) hereof may remain liable with respect to Indebtedness existing on the date of such acquisition; provided that such Indebtedness is not created in anticipation of such acquisition.

7.3 Limitation on Liens. The Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:

(a) Liens created hereunder or under any of the other Loan Documents;

(b) Liens for taxes, assessments, governmental charges or levies not yet delinquent or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect

thereto are maintained on the books of the Borrower or a Subsidiary, as applicable, in conformity with GAAP;

(c) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 45 days and, if overdue, for which adequate reserves have been posted under GAAP;

(d) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(e) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(f) easements, rights-of-way, restrictions and other similar encumbrances on real property incurred in the ordinary course of business which, in the aggregate, could not reasonably be expected to cause a Material Adverse Effect;

(g) Liens securing Indebtedness permitted under Section7.2(e); provided that (i) any such Lien attaches to the property financed thereby concurrently with or within thirty days after the acquisition thereof, (ii) such Lien attaches solely to such property and is not spread to cover additional property and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property;

(h) any interest or title of a lessor or sublessor under any lease permitted by this Agreement;

(i) Liens arising in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods by the Borrower or the Subsidiaries; provided that the duties secured thereby do not exceed at any time $50,000;

(j) attachment and judgment Liens not otherwise constituting an Event of Default any of which Liens are in existence less than sixty (60) days after the entry thereof of with respect to which execution has been stayed, payment is covered in full by insurance, or the Borrower shall in good faith be prosecuting an appeal or proceedings for review and shall have set aside on its books such reserves as may be required by GAAP with respect to such judgment or award;

(k) Liens on assets of a Person that becomes a direct or indirect Subsidiary of the Borrower after the date of this Agreement, provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation thereof;

(l) Liens described in Schedule 7.3 annexed hereto;

(m) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Collateral Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or resulting in a material dimunition in the value of any Collateral as security for the Obligations;

(n) Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement; and

(o) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property.

7.4 Limitation on Fundamental Changes. The Borrower shall not, and shall not permit any Subsidiary to, (a) amend its Organic Documents in any way that could have a Material Adverse Effect, (b) enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) except any merger, consolidation or amalgamation of a Subsidiary into the Borrower, or of a Subsidiary or the Borrower with another entity as a result of a Permitted Acquisition, provided that in all cases involving the Borrower the Borrower is the survivor thereof, or between or among the Domestic Subsidiaries; provided that the Borrower shall give the Lender thirty days’ prior written notice thereof (or, in the case of a Permitted Acquisition, the notice required under the definition of Permitted Acquisition) and shall comply with all reasonable actions requested by the Lender to protect and maintain its Liens granted pursuant to the Loan Documents; or (d) except as permitted by Section7.5 below, convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets.

7.5 Limitation on Sale of Assets. The Borrower shall not, and shall not permit any of its Subsidiaries to, make any Asset Disposition unless (A) (i) such Asset Disposition is for fair market value, (ii) the consideration for such Asset Disposition is (a) all cash, or (b) not less than 25% cash with the balance payable over the remaining useful life of the asset pursuant to the terms of a promissory note payable to the Borrower or its order secured by the assets disposed of, or other assets of substantially similar or greater quality, value and utility, (iii) no Default has occurred and is continuing or would result from such Asset Disposition and a Responsible Officer has provided to the Lender a Covenant Compliance Certificate to such effect and (iv) the consideration for such Asset Disposition, when aggregated with the consideration for all previous Asset Dispositions during the same fiscal year, does not exceed $1,000,000 or (B) such Asset Disposition is consented to by the Lender, which consent shall not be unreasonably withheld.

7.6 Limitation on Restricted Payments. The Borrower shall not, and shall not permit any of its Subsidiaries to, (a) if a corporation, declare or pay any dividend (other than dividends or other distributions payable solely in common stock or warrants or similar interests of the Borrower or its Subsidiaries) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of the Borrower or its Subsidiaries or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding (excluding the Borrower’s existing $2,000,000 Capital Stock buy-back plan), and (b) if a partnership or a limited liability company, make any distribution with respect to the ownership interests therein, or, in either case, any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary (such declarations, payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called “Restricted Payments”); provided, however, that (i) the Subsidiaries may make Restricted Payments to the Borrower or to any wholly-owned Subsidiary, (ii) the Borrower may make Restricted Payments to redeem from current or former officers, employees or directors shares of the Borrower’s common stock, warrants or options to acquire any such shares, provided that the following conditions are satisfied with respect to this clause (ii): (A) no Event of Default has occurred and is continuing and (B) the aggregate Restricted Payments permitted under this clause (ii) during the term of this Agreement shall not exceed $500,000 and (iii) subject to the Lender’s prior written consent which may not be unreasonably withheld, the Borrower may make Restricted Payments consisting of dividends on the Borrower’s common stock; provided that the following conditions are satisfied with respect to this clause (iii): (A) no Event of Default has occurred and is continuing as of the date of any such declared dividend and (B) the aggregate Restricted Payments permitted under this clause (iii) during the term of this Agreement shall not exceed $2,000,000.

7.7 Limitation on Acquisitions, Investments, Loans and Advances. The Borrower shall not, and shall not permit any Subsidiary to, consummate any Acquisition, make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in (any of the foregoing, an “investment”), any Person, except:

(a) Cash Equivalents;

(b) extensions of trade credit in the ordinary course of business;

(d) Permitted Acquisitions;

(e) investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; provided that the aggregate amount of such investments at any time outstanding shall not exceed $100,000;

(f) advances to employees of the Borrower and the Subsidiaries in the ordinary course of business; provided that the aggregate amount of such advances at any time outstanding shall not exceed $100,000; and

(g) Restricted Payments permitted by Section 7.6 hereof.

7.8 Management Fees. The Borrower and its Subsidiaries shall not pay any management fees to any Affiliate thereof for services rendered, except as set forth on Schedule 7.8 hereof.

7.9 Transactions with Affiliates. The Borrower shall not, and shall not permit any Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Subsidiary (other than wholly-owned Subsidiaries) or any Affiliate, unless such transaction is in the ordinary course of the Borrower’s or such Subsidiary’s business and is upon terms no less favorable to the Borrower or such Subsidiary, than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate, except (i) the Borrower may pay to its directors compensation in the ordinary course of business and (ii) this Section 7.9 shall not apply to the issuance of any equity securities of the Borrower or transactions permitted by Section 7.6 hereof.

7.10 Fiscal Year. The Borrower shall not permit the fiscal year of the Borrower or any Subsidiary to end on a day other than September 30.

7.11 Prohibitions on Certain Agreements. The Borrower shall not, nor shall it permit any Subsidiary to, enter into any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or investments or the sale, assignment, transfer or other disposition of Property, or which imposes any financial covenants on the Borrower or any Subsidiary; provided that this Section 7.11 shall not prohibit customary restrictions in connection with an agreement to make an Asset Disposition permitted hereunder, and negative pledges incurred or provided in favor of any holder of Indebtedness permitted under Section 7.2(e) above solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness.

7.12 Sale-Leaseback Transactions. The Borrower shall not, and shall not permit any Subsidiary to, sell, assign or otherwise transfer any of its Properties, rights or assets (whether now owned or hereafter acquired) to any Person and thereafter directly or indirectly lease back the same or similar property.

7.13 Unfunded Liabilities. The Borrower shall not permit unfunded liabilities for any and all Plans maintained for or covering employees of the Borrower or any Subsidiary to exceed $250,000 in the aggregate at any time.

7.14 Line of Business. Neither the Borrower nor any of its Subsidiaries shall engage in any business other than as described in Section 4.17 hereof.

SECTION 8. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of the Note when due, or the Borrower shall fail to pay any interest on the Note when due, or any other amount payable hereunder or under any Loan Document within five Business Days after any such interest or other amount becomes due; or

(b) Any representation or warranty made by any Loan Party herein or in any other Loan Document, as applicable, or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement or any other Loan Document shall prove to have been incorrect in any material respect when made and which is not remedied by such Loan Party within five (5) Business Days notice thereof; or

(c) The Borrower shall default in the observance or performance of any agreement contained in Sections 6.2(f), 6.4(ii), 6.5 (other than Section 6.5(a)), 6.7 or 6.13, or any provision of Section 7 hereof and which is not remedied by such Loan Party within ten (10) Business Days notice thereof; or

(d) Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or the other Loan Documents (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after the earlier of (i) notice thereof from the Lender to the Borrower and (ii) actual knowledge thereof by a Responsible Officer of such Loan Party; or

(e) Any material provision of any Loan Document shall at any time for any reason be declared null and void, or the validity or enforceability of any Loan Document shall at any time be contested by any Loan Party in writing, or a proceeding shall be commenced by any Loan Party, or by any Governmental Authority or other Person having jurisdiction over any Loan Party, seeking to establish the invalidity or unenforceability thereof, or any Loan Party shall deny in writing that it has any liability or obligation purported to be created under any Loan Document or any Loan Document shall cease to be in full force and effect; or

(f) Any Loan Party shall (i) default in any payment of principal or interest, regardless of the amount, due in respect of any (A) Indebtedness (other than the Note), under the same indenture or other agreement, if the maximum principal amount of Indebtedness covered by such indenture or agreement is $250,000 or greater (or $500,000 in the aggregate) or (B) Guarantee Obligation with respect to an amount of $250,000 or greater (or $500,000 in the aggregate), in either case beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created, whether or not such default has been waived by the holders of such Indebtedness or

Guarantee Obligation; or (ii) default in the observance or performance of any other material agreement or condition relating to any such Indebtedness or Guarantee Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable or such Indebtedness to be required to be defeased or purchased; or

(g) (i) The Borrower or any other Loan Party shall commence any voluntary case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or the Borrower or any other Loan Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any other Loan Party any involuntary case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment and (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any other Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any other Loan Party shall take any action in writing in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any other Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due or there shall be a general assignment for the benefit of creditors; or

(h) (i) Any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee would reasonably be expected to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA (other than a standard termination) or (v) the Borrower or any Commonly Controlled Entity would reasonably be expected to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or

(i) One or more judgments or decrees shall be entered against the Borrower involving in the aggregate a liability for the Borrower (not paid or fully covered by insurance under which the insurer has acknowledged liability in writing) of $500,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof or in any event five days before the date of any sale pursuant to such judgment or decree; or any non-monetary judgment or order shall be entered against any Loan Party that could have a Material Adverse Effect and either (i) enforcement proceedings shall have been commenced by any Person upon such judgment which has not been stayed pending appeal or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(j) (i) any Person (including, for the purposes of this paragraph, a partnership, limited partnership, syndicate or other group deemed a “person” for the purposes of Section 13(d) of the Exchange Act) other than the Specified Investors shall in any way acquire beneficial ownership of securities of the Borrower that, together with all other securities of the Borrower then beneficially owned by such Person, constitute 35% or more of the securities having ordinary voting power to elect a majority of the Borrower’s Board of Directors or (ii) both Xxxxxxx Xxxxxxx and Xxxxx X. Xxxxx shall cease to be the President, the Chief Executive Officer or the Chairman of the Board of the Borrower, and 90 days shall have elapsed without a replacement for such former officer or officers, as the case may be, acceptable to the Majority Lenders in their reasonable discretion, having been appointed and having assumed such office; or

(k) Any material provision of any Loan Document, after delivery thereof pursuant to the provisions hereof, shall, for any reason other than pursuant to the terms thereof, cease to be valid or enforceable in accordance with its terms, or any Lien created under any Loan Document shall for any reason other than pursuant to the terms thereof, cease to be a valid and perfected first priority (except for as permitted by Section 7.3 hereof) Lien in any material portion of the Collateral or the property purported to be covered thereby; or

(l) Any event or condition shall occur that has a Material Adverse Effect;

then, and in any such event, (A) if such event is an Event of Default specified in paragraph (g) above, automatically each Revolving Loan Commitment and the commitment to issue Letters of Credit shall immediately terminate and the Loans made to the Borrower hereunder (with accrued interest thereon) and all other Obligations shall immediately become due and payable and, to the extent any Letters of Credit are then outstanding, the Borrower shall make a Cash Collateral Deposit, to be held by the Lender as collateral under this Agreement, in the amount equal to the aggregate Letter of Credit Amount of such Letters of Credit and (B) if such event is any other Event of Default, the Lender shall take any or all of the following actions: (i) by written notice to the Borrower declare the Revolving Loan Commitments and the commitment to issue Letters of Credit to be terminated forthwith, whereupon the Revolving Loan Commitments and the commitment to issue Letters of Credit shall immediately terminate; and (ii) by written notice to the Borrower, declare the Loans (with accrued interest thereon) and all other Obligations under this Agreement and the Note to be due and payable forthwith, whereupon (x) the same shall immediately become due and payable and (y) to the extent any Letters of Credit are then outstanding, the Borrower shall make a Cash Collateral Deposit, to be held by the Lender as collateral under this Agreement, in an amount equal to the aggregate Letter of Credit Amount of the Letters of Credit outstanding. In all cases, the Lender may enforce any or all of the Liens and other rights and remedies created pursuant to any Loan Document or available at law or in equity. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

SECTION 9. MISCELLANEOUS

9.1 Amendments and Waivers. Neither this Agreement, the Note, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section. With the prior written consent of the Lender and the Borrower, the Borrower may, from time to time, enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purposes of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lender, the Borrower or any other Loan Party hereunder or thereunder or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement or the Note or the other Loan Documents or any Default and

its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall: (a) except to the extent contemplated by Section 2.4 hereof, reduce the amount or extend the maturity of the Note or any installment due thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount or extend the time of payment of any fee, indemnity or reimbursement payable to the Lender hereunder, in each case without the written consent of the Lender; or (b) (i) amend, modify or waive any provision of this Section 9.1 or consent to the assignment or transfer by any Loan Party of any of its rights and obligations under this Agreement and the other Loan Documents; or (ii) release any Loan Party from any liability under its respective Loan Documents; or (iii) release any material portion of the Collateral, except in connection with any Asset Disposition permitted by this Agreement; or (iv) amend, modify or waive any provision of this Agreement requiring the consent or approval of the Lender, in each case without the written consent of the Lender. Any such waiver and any such amendment, supplement or modification shall be binding upon the Borrower, the Lender and all future holders of the Note. In the case of any waiver, the Borrower and the Lender shall be restored to their former position and rights hereunder and under the outstanding Note and any other Loan Documents, and any Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon.

9.2 Notices. All notices, requests and demands or other communications to or upon the respective parties hereto to be effective shall be in writing (including notices given by facsimile which are preceded by telephone notification to the recipient), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or 3 days after being deposited in the United States mail, certified and postage prepaid and return receipt requested, in each case addressed to the parties at their addresses as set forth on the signature pages hereof, or to such other address as may be hereafter notified by the respective parties hereto; provided that any notice, request or demand to or upon the Lender pursuant to Sections 2.1, 2.2, 2.3, 2.4 or 2.5 hereof shall not be effective until received.

The Lender shall be entitled to rely and act upon telephonic notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, (ii) such notices are found not to have been authorized by the Borrower or (iii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Lender from all losses, costs, expenses and liabilities resulting from the reliance by the Lender on any such notice.

9.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

9.4 Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement.

9.5 Payment of Expenses and Taxes. The Borrower agrees, whether or not the transactions contemplated hereby are consummated, (a) subject to clause (b) of Section 2.17 hereof, to pay or reimburse the Lender for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Note and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the transactions to occur on the Closing Date and including syndication costs), including,

without limitation, the reasonable fees and disbursements of outside counsel to the Lender (including any foreign counsel to the Lender) and as to any amendment, supplement or modification to this Agreement or any other Loan Document and the administration of the transactions contemplated thereby, and with respect to the foregoing, the allocated reasonable costs of internal counsel to the Lender, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Lender, for all its reasonable costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceeding, including, without limitation, reasonable legal fees and disbursements of outside counsel to the Lender and the allocated reasonable cost of internal counsel to the Lender, (c) to pay, and indemnify and hold harmless the Lender from, any and all recording and filing fees, the cost of the audit of the Borrower’s assets performed prior to closing and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (but not including Excluded Taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, the other Loan Documents and any such other documents and (d) to pay, and indemnify and hold harmless the Lender from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, the allocated reasonable cost of internal counsel and the reasonable legal fees and disbursements of outside counsel to the Lender), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery and enforcement of this Agreement, the Note, the other Loan Documents or the use of the Letters of Credit or the proceeds of the Loans and any such other documents (all the foregoing, collectively, the “indemnified liabilities”), provided, that the Borrower shall have no obligation hereunder to the Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Lender or its agents or attorneys-in-fact. The agreements in this Section shall survive the termination of this Agreement, the expiration of the Letters of Credit and the payment of the Note and all other amounts payable hereunder.

9.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lender, all future holders of the Note and their respective successors and assigns, except that the Borrower may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Lender.

9.7 Adjustments; Set-Off. In addition to any rights and remedies of the Lender provided by law, the Lender shall have the right, exercisable upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set-off and appropriate and apply against any such Obligations any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Lender or any branch or agency thereof or bank controlling the Lender to or for the credit or the account of the Borrower. The Lender agrees promptly to notify the Borrower after any such set-off and application made by the Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.

9.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

9.9 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.10 Integration. This Agreement, together with the other Loan Documents, represents the entire agreement of the Borrower and the Lender with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

9.11 GOVERNING LAW. THIS AGREEMENT AND THE NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO ITS CHOICE OF LAW RULES).

9.12 Consent to Jurisdiction; Waiver of Jury Trial.

(a) Each party hereto hereby irrevocably and unconditionally

(i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the Commonwealth of Massachusetts, the courts of the United States of America for the District of Massachusetts, and appellate courts from any thereof;

(ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;

(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to any party at its address set forth in Section 9.2 hereof;

(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and

(v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any punitive damages.

(b) THE BORROWER AND THE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM HEREIN OR THEREIN.

9.13 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) the Lender does not have any fiduciary relationship to the Borrower solely by virtue of any of the Loan Documents, and the relationship pursuant to the Loan Documents between the Lender, on one hand, and the Borrower on the other hand, is solely that of creditor and debtor; and

9.14 Headings. Section headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

9.15 Confidentiality. The Lender shall take normal and reasonable precautions to maintain the confidentiality of all non-public information obtained pursuant to the requirements of this Agreement which has been identified in writing as such by the Borrower but may, in any event, make disclosures (a) reasonably required by any bona fide transferee, assignee or participant in connection with the contemplated transfer or assignment of any of the Revolving Loan Commitments, the Loans, any participation in Letters of Credit or participation in any of the foregoing or (b) as required or requested by any governmental agency or representative thereof or as required pursuant to legal process or (c) to its attorneys and accountants or (d) as required by law or (e) in connection with litigation involving the Lender; provided that (i) such transferee, assignee or participant agrees in writing to comply with the provisions of this Section 9.15 unless specifically prohibited by applicable law or court order and (ii) in no event shall the Lender be obligated or required to return any materials furnished by the Borrower and its Subsidiaries.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their proper and duly authorized officers as of the day and year first above written.

SERACARE LIFE SCIENCES, INC.

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.

Name: Xxxxxxx X. Xxxxxxx, Xx.

Title: Chief Executive Officer

Address for Notices:

0000 Xxxxxxx xxx Xxx, Xxxxx X

Xxxxxxxxx, XX 00000

Attention: Xxx X. Xxxx

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

XXXXX BROTHERS XXXXXXXX & CO.,
as Lender

By: /s/ Xxxxxx X. Xxxx

Name: Xxxxxx X. Xxxx

Title: Managing Director

Address for Notices:

00 Xxxxx Xxxxxx

Xxxxxx, XX 00000

Attention: J. Xxxxxx Xxxx

Telephone:

Facsimile:

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REVOLVING CREDIT AGREEMENT among SERACARE LIFE SCIENCES, INC. And BROWN BROTHERS HARRIMAN & CO. as Lender Dated as of October 8, 2003

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