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Document Preview Assumption and Modification Agreement |
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Title: |
Assumption and Modification Agreement |
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Entities: |
Boston Biomedica, Inc.; Brown Brothers Harriman & Co.; SeraCare Life Sciences Inc. |
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Date: |
2004 |
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Size: |
25KB total |
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Price: |
$33 |
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ID: |
#325713 |
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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):
| (i) | 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); |
| (ii) | $2,900,000 Note dated March 31, 2000 issued by the Borrower and payable to the order of the Lender (the Note); |
| (iii) | 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); |
| (iv) | 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; |
| (v) | Hazardous Materials Indemnification Agreement dated March 31, 2000 executed by the Borrower in favor of the Lender (the HazMat Agreement); and |
| (vi) | Agreement dated March 27, 2003 between the Borrower and the Lender. |
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 Borrowers assumption of the Borrowers 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:
| 2. | ASSUMPTION OF OBLIGATIONS. The New Borrower hereby: |
| (a) | 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; |
| (b) | 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); |
| (c) | 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 |
| (d) | 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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