Item 2.02. Entry Into A Material Definitive Agreement.

On May 15, 2009, Strategic Diagnostics Inc. ("we," "us," and "our") entered into a Waiver and Ninth Amendment (the "Amendment") to our Loan Agreement (as amended by previous amendments and the Ninth Amendment, the "Credit Facility") with PNC Bank, Delaware.

Under the Amendment, the total commitment under the revolving portion of the Credit Facility was reduced from $5.0 million to $1.0 million. The Credit Facility also includes term loans of $1.5 million, incurred as of December 13, 2001, with a maturity date of December 13, 2009 and $2.0 million, incurred as of August 21, 2007 with a maturity date of August 21, 2012 . Borrowings under the Credit Facility remain collateralized with substantially all of our assets, and we have entered into a pledge agreement with respect to cash held in our accounts with PNC Bank, Delaware.

Borrowings under the revolving portion of the Credit Facility bear interest at LIBOR plus two hundred fifty (250) basis points, subject to the Bank's ability to alter the rate if it determines that deposits in dollars are not being offered to banks in the eurodollar market or adequate means do not exist for ascertaining LIBOR.

The Credit Facility contains certain affirmative and negative covenants including minimum tangible net worth requirements, as well as a requirement to maintain certain minimum EBITDA levels. Upon the occurrence of an event of default under the Credit Facility, such as non-payment or failure to observe specific covenants, the lenders would be entitled to declare all amounts outstanding under the facility immediately due and payable.