Exhibit 10.3
ASSUMPTION AND MODIFICATION
AGREEMENT
This ASSUMPTION AND MODIFICATION
AGREEMENT (the “Agreement”) is between COMMERCE BANK
& TRUST COMPANY , a Massachusetts banking corporation
having an office at 386 Main Street, Worcester, Massachusetts 01608
(the “Lender”) and SERACARE LIFE SCIENCES, INC.
, a California corporation having its principal place of business
at 1935 Avenida del Oro, Suite F, Oceanside, California 92056 (the
“New Borrower”).
WHEREAS, the Lender has made a loan
to BOSTON BIOMEDICA, INC., a Massachusetts corporation with a
principal place of business at 375 West Street, West Bridgewater,
Massachusetts (the “Borrower”) as evidenced by the
following documents (as modified herein, the “Loan
Documents”):
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(i)
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Loan Agreement
dated March 31, 2000, between the Borrower and the Lender, as
amended by that certain Allonge to Loan Agreement dated August 15,
2002 (together the “Loan Agreement”);
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(ii)
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$2,900,000 Note
dated March 31, 2000 issued by the Borrower and payable to the
order of the Lender (the “Note”);
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(iii)
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Mortgage and
Security Agreement dated March 31, 2000 (the
“Mortgage”) granted by the Borrower to the Lender and
recorded at the Plymouth District Registry of Deeds (the
“Registry”) in Book 18412, Page 71 covering property
located at 375 West Street, West Bridgewater, Massachusetts (the
“Mortgaged Property”);
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(iv)
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Collateral
Assignment of Leases and Rents dated March 31, 2000 (the
“Assignment”) granted by the Borrower to the Lender and
recorded at the Registry in Book 18412, Page 85 with respect to the
Property;
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(v)
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Hazardous
Materials Indemnification Agreement dated March 31, 2000 executed
by the Borrower in favor of the Lender (the “HazMat
Agreement”); and
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(vi)
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Agreement dated
March 27, 2003 between the Borrower and the Lender.
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WHEREAS, the Borrower intends to
transfer the Mortgaged Property to the New Borrower subject to the
terms of the Loan Documents; and
WHEREAS, the transfer of the
Mortgaged Property will be subject to the mortgage lien in favor of
the Lender and conditioned upon the New Borrower’s assumption
of the Borrower’s obligations to the Lender as evidenced by
the Loan Documents; and
WHEREAS, the New Borrower has agreed
to ratify, confirm and assume each and every one of the obligations
of the Borrower to the Lender evidenced by the Loan Documents,
to
modify certain provisions of the Loan Documents
and to execute such other documents and to enter into such other
agreements as may be necessary to effectuate the transactions
hereinafter set forth.
NOW, THEREFORE, in consideration of
the mutual agreements contained herein and upon the condition that
the mortgage lien in favor of the Lender in the Mortgaged Property
will not be impaired, the parties hereto agree as
follows:
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2.
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ASSUMPTION OF
OBLIGATIONS. The New Borrower hereby:
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(a)
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assumes each
and every obligation of the Borrower to the Lender as defined and
described in the Loan Documents and agrees to be bound by the terms
and provisions thereof;
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(b)
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agrees to pay
the indebtedness of the Borrower as evidenced by the Note in
accordance with its terms, including as modified herein (the
outstanding principal balance of the Note as of the date hereof is
$2,283,523.76);
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(c)
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acknowledges
that it will hold the Mortgaged Property subject to the mortgage
lien in favor of the Lender provided for under the terms of the
Loan Documents; and
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(d)
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agrees to
execute and deliver to the Lender such documents as the Lender may
require with respect to the assumption of the obligations described
in the Loan Documents, including without limitation, a Guaranty of
all obligations of the Borrower to the Lender evidenced by the
Note.
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3.
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ASSUMPTION FEE.
Contemporaneously with the execution of this Agreement, the New
Borrower will pay to the Lender, in immediately available funds, an
assumption fee of $22,835. Payment of the assumption fee is a
condition precedent to the effectiveness of this
Agreement.
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4.
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MODIFICATIONS.
The Loan Documents are hereby modified as follows:
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(a)
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The Loan
Agreement is modified as follows:
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(i)
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All references
in the Loan Agreement to “Borrower” mean the New
Borrower.
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(ii)
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Restate Section
II.C.4. as follows:
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4. Intentionally Deleted
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(iii)
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Section II.C.7.
is modified by deleting the second sentence.
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(iv)
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Restate Section
II.C.10. as follows:
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10. Intentionally Deleted
.
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(v)
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Restate Section
II.C.11. as follows:
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11. Intentionally Deleted
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(vi)
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Restate Section
II.C.12. as follows:
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12. Corporation, Qualified and in
Good Standing .
Borrower is a corporation duly
organized and existing in good standing under the laws of the State
of California and is duly qualified to do business in the
Commonwealth of Massachusetts.
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(vii)
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Restate Section
II.C.13. as follows:
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13. Intentionally Deleted
.
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(viii)
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Restate Section
II.C.14. as follows:
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14. Intentionally Deleted
.
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(ix)
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Restate Section
II.C.16. as follows:
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16. Intentionally Deleted
.
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(x)
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Restate Section
II.C.17. as follows:
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17. Intentionally Deleted
.
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(xi)
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Restate Section
II.C.18. as follows:
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18. Intentionally Deleted
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(xii)
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Restate Section
II.C.19. as follows:
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19. Compliance with Laws .
Borrower is in compliance with all applicable Laws, except to the
extent noncompliance would not have a material adverse effect upon
Borrower or the Mortgaged Property.
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(xiii)
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Restate Section
II.C.20. as follows:
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20. Intentionally Deleted
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(xiv)
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Section II.D.1.
is modified by deleting (x) the second sentence of the first
paragraph and (y) the second paragraph.
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(xv)
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Restate Section
II.D.3. as follows:
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3. Intentionally Deleted
.
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(xvi)
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Restate Section
II.D.4. as follows:
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4. Intentionally Deleted
.
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(xvii)
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Restate Section
II.D.5. as follows:
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5. Intentionally Deleted
.
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(xviii)
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Restate Section
II.D.6. as follows:
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6. Intentionally Deleted
.
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(xix)
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Restate Section
II.D.7. as follows:
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7. Intentionally Deleted
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(xx)
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Restate Section
II.D.8. as follows:
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8. Intentionally Deleted
.
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(xxi)
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Restate Section
II.D.9. as follows:
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9. Intentionally Deleted
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(xxii)
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Restate Section
II.D.10. as follows:
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10. Intentionally Deleted
.
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(xxiii)
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Restate Section
II.D.14. as follows:
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14. Notification of Changes .
Borrower will promptly notify Lender in writing of (a) its
intention to change the location of the Collateral, (b) any
material adverse change in Borrower’s financial condition and
(c) any changes to the corporate name of Borrower.
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(xxiv)
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Section
II.D.15. is modified by deleting the second sentence.
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(xxv)
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Restate Section
II.D.16. as follows:
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16. Compliance with Laws .
Borrower will comply with all applicable Laws, except to the extent
that the failure to comply will not have a material adverse effect
upon Borrower or the Mortgaged Property.
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(xxvi)
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Restate Section
II.D.17 as follows:
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17. Intentionally Deleted
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(xxvii)
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Restate Section
II.D.18 as follows:
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18. Intentionally Deleted
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(xxviii)
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The address set
forth for the Borrower in Section II.L. is modified as
follows:
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If to Borrower:
Tim Hart
SeraCare Life Sciences,
Inc.
1935 Avenida del Oro
Suite F
Oceanside, California
92056
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(xxix)
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Restate Section
II.M. as follows:
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M. Intentionally Deleted
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(xxx)
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Restate Section
II.X. as follows:
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X. Debt Service Coverage
Ratio .
The Borrower must maintain, on a
quarterly basis, a Debt Service Coverage Ratio of not less than
1.20:1.00. Debt Service Coverage Ratio is defined as the ratio of
earnings plus the sum of interest expense, depreciation and
amortization minus dividends to current maturities of
long term indebtedness. Compliance with the Debt Service Coverage
Ratio will be determined with reference to the quarterly financial
information provided to the Borrower in accordance with Section
III.C.1 of this Agreement.
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(xxxi)
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Restate Section
II.Y. as follows:
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Y. Loan to Value .
The outstanding loan amount shall
not exceed seventy-five and ninety-nine hundredths percent (75.99%)
of the fair market value of the Premises. If, based on an appraisal
acceptable to the Lender and paid for by the Borrower, the
outstanding loan amount exceeds seventy-five and ninety-nine
hundredths percent (75.99%) of the fair market value of the
Premises, the Lender may, at its option, require the Borrower to
provide the Lender with additional collateral satisfactory to the
Lender or reduce the principal balance of the loan, so that the
outstanding loan amount does not exceed seventy-five and
ninety-nine hundredths percent (75.99%) of the fair market value of
the Premises. The failure or inability of the Borrower to provide
such additional collateral satisfactory to the Lender or reduce the
principal balance within fifteen (15) days after the Lender’s
request shall constitute an Event of Default hereunder and under
every other Loan Document.
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(xxxii)
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Restate Section
III.C.1. as follows:
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1.
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Financial
Statements . Borrower
shall deliver to the Lender, within seven (7) days after the same
are filed, copies of all financial statements and reports which
Borrower 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; provided, however that
Borrower’s quarterly report on Form 10-Q shall be delivered
to the Lender within forty five (45) days after the end of each of
the first three quarters of Borrower’s fiscal year and
Borrower’s annual report on Form 10-K shall be delivered to
the Lender within ninety (90) days after the end of each of
Borrower’s fiscal years.
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(b)
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The Note is
modified as follows:
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(i)
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All references
in the Note
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