Deed Of Trust & Note Modification Agreement

DEED OF TRUST NOTE MODIFICATION AGREEMENT


THIS DEED OF TRUST NOTE MODIFICATION AGREEMENT (this "Agreement") is made this 31st day of October, 1997, by and among BIORELIANCE CORPORATION, a corporation organized and in good standing under the laws of the State of Delaware, successor in interest to Microbiological Associates, Inc. (the "Company"), MA BIOSERVICES, INC., a corporation organized and in good standing under the laws of the State of Delaware ("MA BioServices"), MAGENTA CORPORATION, a corporation organized and in good standing under the laws of the State of Delaware ("Magenta") and MAGENTA VIRAL PRODUCTION, INC., a corporation organized and in good standing under the laws of the State of Delaware ("Magenta Viral"; together with the Company and MA BioServices, each a "Borrower" and collectively, the "Borrowers") and NATIONSBANK, N.A., successor in interest to Maryland National Bank, each a national banking association, its successors and assigns, (the "Lender").


INTRODUCTORY STATEMENT


A. The Lender has made a loan (the "Loan") in the original principal amount of Three Million Dollars ($3,000,000) to the Company and Microbiological Associates International Limited, which changed its name to BioReliance Limited ("MAL") pursuant to the terms of a Deed of Trust Note dated December 17, 1993 from the Borrower and MAL, which Deed of Trust Note was amended by that certain First Loan Modification Agreement (the "First Loan Modification Agreement") dated May 31, 1994 by and among the Lender, the Company, MAL, Magenta and Magenta Services, which among other things added Magenta and Magenta Services as joint and several co-makers to the Deed of Trust Note, which Deed of Trust Note was further amended by that certain Second Loan Modification Agreement dated September 30, 1994 by and among the Company, MAL, Magenta, Magenta Services and the Lender, and which Deed of Trust Note was amended and restated in its entirety pursuant to the provisions of that certain Third Loan Modification Agreement dated as of December 1, 1994, by and among the Company, MAL, Magenta, Magenta Services and the Lender, which among other things, increased the maximum principal amount of the Loan from Three Million Dollars ($3,000,000) to Four Million Three Hundred Thousand Dollars ($4,300,000) (the Deed of Trust Note as amended and restated from time to time, is hereinafter called, the "Note"); and


B. The Loan is currently governed by the provisions of that certain First Amended and Restated Loan Agreement (the "Original Loan Agreement") dated December 1, 1994, by and among the Company, MAL, Magenta, Magenta Services and the Lender, which Original Loan Agreement was amended by that certain Modification of Loan Agreement dated April 25, 1995, by and among the Company, MAL, Magenta, Magenta Services and the Lender, which Original Loan Agreement was further amended by that certain Modification of Loan Agreement dated August 7, 1995 by and among the Company, MAL, Magenta, Magenta Services and the Lender, which Original Loan Agreement was further amended by that certain Modification of Loan Agreement dated January 18, 1996, by and among the Company, MAL, Magenta, Magenta Services and the Lender, which Original Loan Agreement was further amended by that certain Modification of Loan Agreement 2
EXHIBIT 10.11


dated May 31, 1996 by and among the Company, MAL, Magenta, Magenta Services and the Lender, and which Original Loan Agreement was further modified by that certain Second Modification of Loan Agreement dated June 27, 1996, by and among the Company, MAL, Magenta, Magenta Services and the Lender, which among other things, obligated the Company to cause MA Holding, GmbH, a German Company ("MA Holding") to become an additional maker on the Loan (the Original Loan Agreement, as thereafter amended, is hereinafter called the "Loan Agreement").


C. The Loan was secured by, among other things, the collateral described in that certain Security Agreement dated December 17, 1993, by and among the Company, MAL and the Lender, as amended by the First Loan Modification Agreement, which among other things, added Magenta and Magenta Services as parties to the Security Agreement and encumbered their respective assets as provided for therein (the "Security Agreement").


D. The Loan is secured by, among other things, the Company's leasehold interest in the property described (the "Property") in that certain Leasehold Deed of Trust and Security Agreement dated December 17, 1993 from the Company to the trustees named therein for the benefit of the Lender, which Leasehold Deed of Trust and Security Agreement was recorded December 20, 1993, among the Land Records for Montgomery County, Maryland in Liber 12140, at folio 779, and which Leasehold Deed of Trust and Security Agreement was amended by that certain Modification Agreement-Leasehold Deed of Trust and Security Agreement dated December 1, 1994 by and among the Company, the trustees named therein and the Lender (the Leasehold Deed of Trust and Security Agreement as amended is hereinafter called the "Deed of Trust").


E. The Borrowers have requested and the Lender has agreed to (i) release MAL, MA Holding, and Magenta Services (the "Released Parties") from joint and several liability under the Note, (ii) add MA BioServices and Magenta Viral as joint and several makers to the Note, (iii) release the collateral described in the Security Agreement, and (iv) amend and restate in its entirety the Loan Agreement upon the terms and subject to the conditions set forth in that certain Amended and Restated Replacement Loan Agreement of even date herewith by and among the Borrowers and the Lender (as the same may be amended from time to time, the "Restated Loan Agreement").


F. On this date the Company continues to be the leasehold owner of the Property and the Borrowers acknowledge and agree that the Deed of Trust constitutes a valid and subsisting first lien on the Company's leasehold interest in the Property for the entire outstanding principal balance of the Note and interest thereon, all in accordance with the terms, covenants, conditions and warranties of the Deed of Trust and the Note secured thereby, and that all of the other provisions of the same are in full force and effect.


G. In order to induce the Lender to enter into the Restated Loan Agreement and upon the express condition that the lien of the Deed of Trust remains a valid and subsisting first lien on the Company's leasehold interest in the Property and that the execution and delivery of this Agreement shall not impair the lien thereof, the parties hereto have agreed to execute and deliver this Agreement to modify the terms of repayment of the Loan as hereinafter more particularly set forth.


2 3
EXHIBIT 10.11


AGREEMENTS


NOW, THEREFORE, in consideration of the premises and for the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties hereto, for themselves, their respective heirs, personal representatives, successors and assigns do hereby mutually covenant and agree as follows:


1. Incorporation of Recitals. The parties hereto acknowledge and agree that the recitals hereinabove set forth are true and correct in all respects and that the same are incorporated herein and made a part hereof.


2. Outstanding Obligations. The parties hereto acknowledge and agree (a) that the outstanding principal balance of the Note as of the date hereof is $_______________ (the "Principal Sum"), (b) that interest on the unpaid principal balance of the Note has been paid through _____________, 1997, and (c) that the unpaid principal balance of the Note, together with accrued and unpaid interest thereon, is due and owing subject to the terms of repayment hereinafter set forth, without defense or offset.


3. Confirmation of Lien. The Borrowers hereby acknowledge and agree that the Property is and shall remain in all respects subject to the lien, charge and encumbrance of the Deed of Trust, and nothing herein contained, and nothing done pursuant hereto, shall adversely affect or be construed to adversely affect the lien, charge or encumbrance of, or warranty of title in, or conveyance effected by the Deed of Trust, or the priority thereof over other liens, charges, encumbrances or conveyances, or to release or adversely affect the liability of any party or parties whomsoever who may now or hereafter be liable under or on account of the Loan or any of the Loan Documents (as hereinafter defined), nor shall anything herein contained or done in pursuance hereof adversely affect or be construed to adversely affect any other security or instrument held by the Lender as security for or evidence of the indebtedness evidenced and secured thereby.


4. Continuation of Loan Terms. Except as otherwise expressly set forth below, the outstanding principal balance of the Note shall continue to bear interest and to be repaid on the terms and subject to the conditions set forth in the Note and the other documents evidencing and securing the Loan (this Agreement, the Note, the Deed of Trust, the Restated Loan Agreement and all such other documents, whether currently existing or hereafter executed, and all modifications thereto, extensions or renewals thereof and substitutions therefor being hereinafter collectively referred to as the "Loan Documents"). All capitalized terms used but not defined in this Agreement shall have the meaning given to such terms in the Loan Documents.


5. Interest. Commencing as of the _____ day of November, 1997, until all sums due under the Loa ...