8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report: June 27, 2008

(Date of earliest event reported)

ABIOMED, Inc.

(Exact name of registrant as specified in its charter)

Delaware	04-2743260
(State or other Jurisdiction of Incorporation)	(IRS Employer Identification Number)

0-20584

(Commission File Number)

22 Cherry Hill Drive

Danvers, MA 01923

(Address of Principal Executive Offices, including Zip Code)

(978) 646-1400

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01. Entry Into a Material Definitive Agreement.

On June 27, 2008, our wholly-owned subsidiary ABD Holding Company, Inc., entered into a $20,000,000 revolving line of credit facility with Blue Ridge Investments, L.L.C. to serve as a contingent financing facility. The credit facility is secured by a first priority security interest in our subsidiary’s holdings in the Columbia Strategic Cash Portfolio. We have also guaranteed the obligations of our subsidiary pursuant to the terms of a continuing guaranty. Under the terms of the credit facility, any amounts borrowed bear interest at a per annum rate of LIBOR plus .25%. During the term of the credit facility, we will pay unused commitment fees of .25% on any difference between the total $20,000,000 commitment and the amount of credit actually utilized, calculated on an annual basis and to be paid monthly. Assuming no amounts are borrowed during the full one-year term of the credit facility, the maximum unused annual commitment fees owed would be $50,000, or $12,500 per quarter. The credit facility is available until June 2009 and we can cancel the facility at any time, at which point we would not be obligated to pay future unused commitment fees. A copy of the pledge agreement, letter agreement and promissory note and continuing guaranty are filed as exhibits 10.1, 10.2 and 10.3 to this current report on form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Under the revolving credit facility described above in Item 1.01, we may from time to time incur direct financial obligations that are material in amount, up to a maximum of $20,000,000. The description set forth in item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number	Title
10.1	Pledge Agreement between ABD Holding Company, Inc. and Blue Ridge Investments, L.L.C.
10.2	Letter Agreement and Promissory Note between ABD Holding Company, Inc. and Blue Ridge Investments, L.L.C.
10.3	Continuing Guaranty between ABD Holding Company, Inc. and Blue Ridge Investments, L.L.C.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Abiomed, Inc.
By:	/s/ Daniel J. Sutherby
	Daniel J. Sutherby Chief Financial Officer

Date: July 3, 2008

Exhibit Index

Number	Title
10.1	Pledge Agreement between ABD Holding Company, Inc. and Blue Ridge Investments, L.L.C.
10.2	Letter Agreement and Promissory Note between ABD Holding Company, Inc. and Blue Ridge Investments, L.L.C.
10.3	Continuing Guaranty between ABD Holding Company, Inc. and Blue Ridge Investments, L.L.C.

EX-10.1

Exhibit 10.1

PLEDGE AGREEMENT

1. GRANT OF SECURITY INTEREST. The undersigned ABD Holding Company, Inc., a Delaware corporation (“Pledgor”) hereby irrevocably and unconditionally grants a security interest in, a lien upon and the right of set-off against, and assigns and transfers to Blue Ridge Investments, L.L.C. and its successors and assigns (collectively, “Lender”) all property referred to in Exhibit A attached hereto and incorporated herein, as hereafter amended or supplemented from time to time (the “Collateral”). The parties hereto expressly agree that all rights, assets and property at any time held in or credited to any securities account constituting Collateral shall be treated as financial assets as defined in the Uniform Commercial Code as in effect in any applicable state (the “UCC”).

2. INDEBTEDNESS.

(a) The Collateral secures and will secure all Indebtedness of Pledgor to Lender. Each person or entity obligated under any Indebtedness, including the Pledgor, is sometimes referred to in this Agreement as a “Debtor.”

(b) “Indebtedness” means:

(i) all debts, obligations or liabilities to Lender, now or hereafter existing or incurred whether absolute or contingent, arising under that certain Promissory Note dated June 20, 2008 in the principal amount of Twenty Million Dollars ($20,000,000) executed by Pledgor in favor of Lender (the “Note”) and all other instruments, documents and agreements of every kind and nature now or hereafter executed in connection with the Note (including all renewals, increases, extensions, restatements and replacements thereof and amendments and modifications of any of the foregoing),

(ii) all obligations and liabilities of Pledgor to Lender hereunder, and

(iii) all costs, attorneys’ fees and expenses incurred by Lender in connection with the collection or enforcement of any of the above.

3. LIMITATION ON EXTENSIONS OF CREDIT; COLLATERAL MAINTENANCE.

(a) Lender is not obligated to make any extension of credit under any Indebtedness if, as a result, the Outstanding Balance (as defined later in this Section) would exceed the Borrowing Base (as defined later in this Section). In addition, at all times during the term of this Agreement, Pledgor agrees to maintain in the Accounts described on Exhibit A hereto, as security for the Indebtedness, Collateral (“Eligible Collateral”) with an Adjusted Collateral Value in excess of the Outstanding Balance. The Adjusted Collateral Value shall be determined by multiplying the Collateral Value (determined as set forth later in this Section) of the Accounts by the Margin Call Percentage. The Advance Percentage and the Margin Call Percentage as such terms are used in this Agreement shall be determined by the Lender in its reasonable discretion and shall each initially be 95%. Such determination may be modified by Lender in its reasonable discretion as circumstances warrant and

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Lender shall promptly notify Pledgor of such change, provided that the failure to so notify Pledgor shall not affect the validity of such determination.

(b)(i) If the Outstanding Balance exceeds at any time the sum of the amounts determined by multiplying the Collateral Value of the Accounts by the Margin Call Percentage then Pledgor shall have ten (10) business days from the date notification (whether oral or written) of such noncompliance is delivered to Pledgor, to either pledge additional Eligible Collateral satisfactory to Lender, in its sole discretion, or reduce the Outstanding Balance such that, after giving effect thereto, the Outstanding Balance is less than the Borrowing Base as of the date on which such action is taken. Any reduction in the Outstanding Balance shall not affect or reduce any future principal payments due except to the extent such reductions are applied in accordance with the documents evidencing or securing the Indebtedness.

(ii) In the event Pledgor fails to comply with the terms of subsection (b)(i) of this Section, Lender may, without any further notice of any kind, exercise any of the following rights and remedies, at Lender’s option: (A) the rights and remedies set out in the Section entitled “EVENTS OF DEFAULT; REMEDIES”, including without limitation, the right to accelerate the Indebtedness and liquidate the Collateral, and (B) the right to sell all or any part of the Collateral and apply the proceeds of such sale to the Outstanding Balance to the extent necessary so that the Outstanding Balance is less than the Borrowing Base.

(iii) In the event Pledgor fails to comply with the terms of subsection (a) of this Section and the Eligible Collateral is declining speedily in value or threatens to decline speedily in value then, notwithstanding subsection (b)(i) of this Section, Lender shall have no obligation to give notice of the failure to comply with subsection (a) of this Section nor to provide an opportunity to cure such noncompliance, and in such a case Lender may immediately at Lender’s sole option (A) declare the Indebtedness to be immediately due and payable, and/or (B) exercise its rights and remedies set out in subsection (b) of the Section entitled “EVENTS OF DEFAULT; REMEDIES”, including without limitation, selling all or any part of the Collateral and applying the proceeds of such Collateral to the Outstanding Balance.

(c) Pledgor may not sell, trade, withdraw or substitute any part of the Collateral without the prior written approval of Lender.

(d) For purposes hereof:

(i) The “Borrowing Base” is the sum of the amounts determined by multiplying the Collateral Value by the Advance Percentage from time to time in effect.

(ii) The “Outstanding Balance” means the outstanding principal balance of the Indebtedness from time to time. In the case of any guaranty included in the calculation of the Outstanding Balance, the calculation shall include the outstanding principal amount of any facility subject to the guaranty, subject to any limitation set forth in the guaranty.

(iii)(A) The “Collateral Value” of the Accounts described on Exhibit A hereto and any assets therein shall be determined by the Lender in its reasonable discretion and may be the value quoted to Lender by a source or sources selected by Lender in its sole discretion, which may include affiliates of Lender

(B) No Collateral shall be deemed to be Eligible Collateral unless it is subject to a perfected, first priority security interest in favor of Lender.

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Furthermore, to the extent that Pledgor has not (1) delivered any Collateral consisting of certificated securities or instruments into the possession of Lender, (2) obtained the written agreement of any bailee or securities intermediary in form and substance satisfactory to Lender with respect to any Collateral, (3) delivered, in connection with any Collateral consisting of partnership, limited liability company or other similar interests held in any account, any consent or agreement required by the constituent documents of such partnership, limited liability company or other entity or otherwise requested by Lender in form and substance satisfactory to Lender, or (4) taken any other action required by Lender with respect to the Collateral, Lender, in its sole discretion, may exclude from the calculations of this Agreement, the Collateral Value of any such Collateral until Pledgor has complied with such covenant to the sole satisfaction of Lender.

4. PLEDGOR’S COVENANTS, REPRESENTATIONS AND WARRANTIES. Pledgor covenants, represents and warrants that unless compliance is waived by Lender in writing:

(a) Pledgor is the legal and beneficial owner of all the Collateral free and clear of any and all liens, encumbrances, or interests of any third parties other than the security interest of Lender, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature, whether voluntary or involuntary, except the security interest of Lender.

(b) Pledgor shall, at Pledgor’s expense, take all actions necessary or advisable from time to time to maintain the first priority and perfection of the security interest of Lender in the Collateral and shall not take any actions that would alter, impair or eliminate said priority or perfection.

(c) Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of Pledgor to do so, Lender at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same.

(d) If any of the Collateral is margin stock as defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System of the United States (“FRB”), Pledgor will provide Lender a properly executed Form U-1 Purpose Statement. Lender and Pledgor will comply with the requirements and restrictions imposed by Regulation U. Pledgor agrees that it will not maintain any margin stock in the Accounts.

(e) Pledgor’s exact legal name is correctly set forth on the signature page hereof. Pledgor will notify Lender in writing at least 30 days prior to any change in Pledgor’s name or identity.

(f) Pledgor’s chief executive office is, and has been for the four-month period preceding the date hereof (or, if less, the entire period of the existence of Pledgor) located, in the state specified on the signature page hereof. In addition, Pledgor is an organization of the type and (if an unregistered entity), is incorporated in or organized under the laws of the state specified on such signature page. Pledgor shall give Lender at least thirty (30) days notice before changing the location of its chief executive office, type of organization, business structure or state of incorporation or organization.

(g) Pledgor’s organizational identification number, if any, assigned by its state of incorporation or organization is correctly set forth on the signature page hereof. Pledgor shall promptly notify Lender (i) of any change of its organizational identification number, or (ii) if Pledgor does not have an organizational identification number and later obtains one, of such organizational identification number.

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5. LENDER APPOINTED ATTORNEY IN FACT. Pledgor authorizes and irrevocably appoints Lender as Pledgor’s true and lawful attorney-in-fact with full power of substitution to take any action and execute or otherwise authenticate any record or other documentation that Lender considers necessary or advisable to accomplish the purposes of this Agreement, including but not limited to, the following actions: (a) to endorse, receive, accept and collect all checks, drafts, other payment orders and instruments representing or included in the Collateral or representing any payment, dividend or distribution relating to any Collateral or to take any other action to enforce, collect or compromise any of the Collateral; (b) to transfer any Collateral (including converting physical certificates to book-entry holdings) into the name of Lender or its nominee or any broker-dealer (which may be an affiliate of Lender) and to execute any control agreement covering any Collateral on Pledgor’s behalf and as attorney-in-fact for Pledgor in order to perfect Lender’s first priority and continuing security interest in the Collateral and in order to provide Lender with control of the Collateral, and Pledgor’s signature on this Agreement or other authentication of this Agreement shall constitute an irrevocable direction by Pledgor to any Lender, custodian, broker dealer, any other securities intermediary or commodity intermediary holding any Collateral or any issuer of any letters of credit to comply with any instructions or entitlement orders, of Lender without further consent of Pledgor; (c) to participate in any recapitalization, reclassification, reorganization, consolidation, redemption, stock split, merger or liquidation of any issuer of securities which constitute Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral, accept money or other property in exchange for the Collateral, and take such action as it deems proper in connection therewith, and any money or property received on account of or in exchange for the Collateral shall be applied to the Indebtedness or held by Lender thereafter as Collateral pursuant to the provisions hereof; (d) to exercise any right, privilege or option pertaining to any Collateral, but Lender has no obligation to do so; (e) to file any claims, take any actions or institute any proceedings which Lender determines to be necessary or appropriate to collect or preserve the Collateral or to enforce Lender’s rights with respect to the Collateral; (f) to execute in the name or otherwise authenticate on behalf of Pledgor any record reasonably believed necessary or appropriate by Lender for compliance with laws, rules or regulations applicable to any Collateral, or in connection with exercising Lender’s rights under this Agreement; (g) to file any financing statement relating to this Agreement electronically, and Lender’s transmission of Pledgor’s signature on and authentication of the financing statement shall constitute Pledgor’s signature on and authentication of the financing statement; (h) to make any compromise or settlement it deems desirable or proper with reference to the Collateral; (i) to do and take any and all actions with respect to the Collateral and to perform any of Pledgor’s obligations under this Agreement; and (j) to execute any documentation reasonably believed necessary by Lender for compliance with any laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted or control securities under the securities laws. The foregoing appointments are irrevocable and coupled with an interest and shall survive the death or disability of Pledgor and shall not be revoked without Lender’s written consent. To the extent permitted by law, Pledgor hereby ratifies all said attorney-in-fact shall lawfully do by virtue hereof.

6. VOTING RIGHTS.

(a) So long as no Event of Default shall have occurred and is continuing and Lender has not delivered the notice specified in subsection (b) below, Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or any document or agreement executed in connection herewith.

(b) Upon the occurrence and during the continuance of an Event of Default, at the option of Lender exercised in a writing sent to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to subsection (a) above shall cease, and Lender shall thereupon have the sole right to exercise such voting and other consensual rights.

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7. EVENTS OF DEFAULT; REMEDIES.

(a) Any one or more of the Events of Default under the Note shall be a default hereunder (each an, “Event of Default”).

(b) If an Event of Default occurs, Lender may do any one or more of the following, to the extent permitted by law:

(i) Declare any Indebtedness immediately due and payable, without notice.

(ii) Exercise as to any or all of the Collateral all the rights, powers and remedies of an owner, subject to the Section entitled “VOTING RIGHTS”.

(iii) Enforce the security interest given hereunder pursuant to the UCC and any other applicable law.

(iv) Sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as Lender may elect. Lender may purchase the Collateral for its own account at any such sale. Lender shall give Pledgor such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC or other applicable law, Pledgor agrees that at least 10 days notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC or other applicable law. Pledgor acknowledges that Collateral may be sold at a loss to Pledgor, and that, in such event, Lender shall have no liability or responsibility to Pledgor for such loss. Pledgor further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Pledgor has or may have under any law now existing or hereafter adopted.

Without limiting any other rights and remedies available to Lender, Pledgor expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market , Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of Lender), investment bankers or any other method common in the securities industry, and (b) if the purchaser is Lender or any affiliate of Lender, the sale price received by Lender in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions.

(v) Enforce the security interest of Lender in any deposit account which is part of the Collateral by applying such account to the Indebtedness.

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(vi) Exercise any other remedy provided under this Agreement or by any applicable law.

(vii) Comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and such compliance will not be considered to affect adversely the commercial reasonableness of any sale or other disposition of the Collateral.

(viii) Sell the Collateral without giving any warranties as to the Collateral. Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered to affect adversely the commercial reasonableness of any sale or other disposition of the Collateral.

Pledgor agrees that the Collateral may be sold as provided for in this Pledge Agreement and expressly waives any rights of notice of sale, advertisement procedures, or related provisions granted under applicable law, including the New York Lien Law. All cash proceeds received by or on behalf of Lender in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, following the payment of the fees and expenses of Lender, be held by Lender as collateral for, and/or then or at any time thereafter applied in whole or in part by Lender to, the Indebtedness (including, without limitation, the undrawn amount of any letters of credit) in such order as Lender may elect. Any surplus of such cash or cash proceeds held by or on behalf of Lender and remaining after payment in full of all the Indebtedness shall be paid to Pledgor. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to this Section are insufficient to cover the costs and expenses of such realization and the payment in full of all Indebtedness, Pledgor and Debtor shall remain liable for any deficiency to the extent Pledgor and Debtor are obligated therefor under the other documents executed in connection with the Indebtedness and this Agreement.

8. RIGHT TO CURE; LIMITATION ON LENDER’S DUTIES. If Pledgor fails to perform any agreement contained herein, Lender may perform or cause performance of such agreement and the expenses of Lender incurred in connection therewith shall be payable by Pledgor or Debtor under the Section entitled “COSTS”. Any powers conferred on Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Lender shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Lender accords its own property, it being understood that Lender shall not have any responsibility for (a) ascertaining, exercising or taking other action or giving Pledgor notice with respect to subscription rights, calls, conversions, exchanges, maturities, lenders or other matters relative to any Collateral, whether or not Lender has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Lender shall not be liable for any loss to the Collateral resulting from acts of God, war, civil commotion, fire, earthquake, or other disaster or for any other loss or damage to the Collateral except to the extent such loss is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from Lender’s gross negligence or willful misconduct.

9. WAIVERS. Lender shall be under no duty or obligation whatsoever and Pledgor waives any right to require Lender to (i) make or give any presentment, demands for performances, notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by Lender as Collateral, or in connection with any obligation or evidences of indebtedness which constitute in whole or in part the Indebtedness, (ii) proceed against any person or entity, (iii) proceed against or exhaust any collateral, or (iv) pursue any other remedy in Lender’s power; and Pledgor waives any defense arising by reason of any disability or other defense of Debtor or any other person, or by reason of the cessation from any cause whatsoever of the

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liability of Debtor or any other person. Until the Indebtedness is paid in full, Pledgor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory or otherwise), including without limitation any claim or right of subrogation under the bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, arising from the existence or performance of this Agreement, and Pledgor waives any right to enforce any remedy which Lender now has or may hereafter have against Debtor or against any other person and waives any benefit of and any right to participate in any Collateral or security whatsoever now or hereafter held by Lender. If Pledgor is not also a Debtor with respect to a specified Indebtedness, Pledgor authorizes Lender without notice or demand and without affecting Pledgor’s liability hereunder, from time to time to: (i) renew, extend, accelerate or otherwise change the time for payment of or otherwise change the terms of the Indebtedness or any part thereof, including increase or decrease of the rate of interest thereon; (ii) take and hold security, other than the Collateral, for the payment of the Indebtedness or any part thereof, and exchange, enforce, waive and release the Collateral or any part thereof or any such other security; and (iii) release or substitute Debtor or any one or more of them, or any of the endorsers or guarantors of the Indebtedness or any part thereof, or any other parties thereto and Pledgor consents to the taking of, or failure to take, any action by Lender which might in any manner or to any extent vary the risks of Pledgor under this Agreement or which, but for this provision, might operate as a discharge of Pledgor. Pledgor agrees that it is solely responsible for keeping itself informed as to the financial condition of Debtor and of all circumstances which bear upon the risk of nonpayment or the risk of a margin call or liquidation of the Collateral.

10. TRANSFER, DELIVERY AND RETURN OF COLLATERAL.

(a) Pledgor shall immediately deliver or cause to be delivered to Lender (or the Securities Intermediary, if any) (i) any certificates or instruments now or hereafter representing or evidencing Collateral and such certificates and instruments shall be in suitable form for transfer without restriction or stop order by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form and substance satisfactory to Lender, and (ii) in the same form as received (with any necessary endorsement), all dividends and other distributions paid or payable in cash in respect of any Collateral and any such amounts, if received by Pledgor, shall be received in trust for the benefit of Lender and be segregated from the other property or funds of Pledgor.

(b) Lender may at any time deliver the Collateral or any part thereof to Pledgor and the receipt by Pledgor shall be a complete and full acquittance for the Collateral so delivered, and Lender shall thereafter be discharged from any liability or responsibility therefor.

(c) Upon the transfer of all or any part of the Indebtedness, Lender may transfer all or any part of the Collateral and shall be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of Lender hereunder with respect to such Collateral so transferred; but with respect to any Collateral not so transferred Lender shall retain all rights and powers hereby given. Pledgor agrees that Lender may disclose to any prospective purchaser or transferee and any purchaser or transferee of all or part of the Indebtedness any and all information in Lender’s possession concerning Pledgor, this Agreement and the Collateral.

11. CONTINUING AGREEMENT AND POWERS.

(a) This is a continuing Agreement and all the rights, powers and remedies hereunder shall, unless otherwise limited herein, apply to all past, present and future Indebtedness of Debtor or any one or more of them to Lender, including that arising under successive transactions which shall either continue the Indebtedness, increase or decrease it, or from time to time create new Indebtedness after all or any prior Indebtedness has been satisfied, and notwithstanding the death, incapacity, cessation of business, dissolution or bankruptcy of Debtor or any one or more of them, or any other event or proceeding affecting Debtor or any one or more of them.

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(b) Until all Indebtedness shall have been paid in full and Lender shall have no obligation to extend credit to any Debtor, the power of sale and all other rights, powers and remedies granted to Lender hereunder shall continue to exist and may be exercised by Lender at the time specified hereunder irrespective of the fact that the Indebtedness or any part thereof may have become barred by any statute of limitations, or that the personal liability of Debtor or any one or more of them may have ceased. Pledgor waives the benefit of any statute of limitations as applied to this Agreement.

12. SECURITIES INTERMEDIARY. If permitted by Lender, some or all of the Collateral may be held at a broker or other securities intermediary (the “Securities Intermediary”). Pledgor shall pay to the Securities Intermediary any charges or costs imposed by the Securities Intermediary. Pledgor at no time shall request that the Securities Intermediary release any Collateral to Pledgor, except as expressly permitted by Lender. Lender may require that Pledgor obtain a control agreement, signed by the Securities Intermediary, in form and substance acceptable to Lender. Lender may, at any time but in accordance with the terms of this Agreement and any control agreement, require the Securities Intermediary to do any or all of the following: (a) disburse any or all of the Collateral to Lender; (b) allow Lender (and not Pledgor) to exercise any rights relating to the Collateral; (c) sell some or all of the Collateral and remit the sales proceeds (less the Securities Intermediary’s normal sales charge) to Lender; and (d) buy and sell Collateral only upon the instructions of Lender (and not Pledgor). If Lender assigns or transfers its rights under this Agreement and Lender is the Securities Intermediary for any or all of the Collateral, Pledgor agrees that Lender, in such capacity, is irrevocably directed by Pledgor to comply with instructions or entitlement orders with respect to such Collateral originated by any assignee or transferee of this Agreement without further consent of Pledgor.

13. COSTS. To the extent permitted by law, all advances, charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Lender in exercising any right, power or remedy conferred by this Agreement or in the enforcement thereof, and including the charges and expenses of Lender’s custody unit or of any Securities Intermediary, shall become a part of the Indebtedness secured hereunder and shall be paid to Lender by Debtor and Pledgor immediately and without demand, with interest thereon at an annual rate equal to the highest rate of interest of any Indebtedness secured by this Agreement (or, if there is no such interest rate, at the maximum interest rate permitted by law for interest on judgments). Such costs and attorneys’ fees shall include the allocated cost of in-house counsel to the extent permitted by law.

14. WAIVER. Pledgor acknowledges that it has requested Lender to make the loan to it evidenced by the Note. The Note may be secured by a securities account maintained by Pledgor at Bank of America (as defined below) which securities account may be managed by Columbia Management or an affiliate thereof (“Columbia”). Bank of America and Columbia are affiliates of Lender and each other. Pledgor hereby acknowledges and agrees that the various capacities that Lender, Bank of America and Columbia are acting in as a result of the loan requested, can create a conflict between its interest and the interests of Lender, Columbia and Bank of America. Pledgor hereby waives any conflict of interest that Lender, Bank of America and Columbia may have or any other allegation of a breach of fiduciary duty with respect to all matters directly or indirectly arising from or relating to the loan evidenced by the Note, including the administration of the Note and the enforcement of the documents securing the Note, including this Agreement.

15. NOTICES. Unless otherwise provided or agreed to herein or required by law, notice and communications provided for in this Agreement shall be in writing and shall be mailed, telecopied or delivered to Pledgor to the address or facsimile number for notices set forth for Pledgor below or across from its signature below or at such other address or facsimile number as shall be designated by Pledgor in a written notice to Lender at the address for notices set forth for Lender below or across from Lender’s signature below. If Pledgor’s address or facsimile number for notices is not entered below and Pledgor has not otherwise designated such address or facsimile number to Lender in writing, then the address and/or facsimile number for Pledgor in Lender’s records shall be deemed the address or facsimile for

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notices to Pledgor. Notices and other communications sent by (a) first class mail shall be deemed delivered on the earlier of actual receipt or on the fourth business day after deposit in the U.S. mail, postage prepaid, (b) overnight courier shall be deemed delivered on the next business day after deposit with the overnight courier, (c) facsimile shall be deemed delivered when transmitted and (d) any other method, shall be deemed delivered when delivered. To the extent that oral notification is provided for or agreed to herein, such oral notification may be made by telephone to any of the number(s) set forth on the signature page for Pledgor; provided that any oral notification in person or at any other telephone number shall constitute notification hereunder.

16. INDEMNITY. Pledgor shall indemnify, hold harmless and defend Lender and its directors, officers, agents and employees, from and against any and all claims, actions, obligations, liabilities and expenses, including defense costs, investigative fees and costs, and legal fees and damages arising from their execution of or performance under this Agreement or any control agreement executed by Lender in connection with the Collateral or any allegation of a conflict of interest or breach of fiduciary duty as a result of any action taken by Lender, Bank of America or Columbia as permitted in the documents relating to the loan evidenced by the Note, except to the extent that such claim, action, obligation, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such indemnified person. This indemnification shall survive the termination of this Agreement.

17. MISCELLANEOUS.

(a) This Agreement (i) may be waived, altered, modified or amended only by an instrument in writing, duly executed by the party or parties sought to be charged or bound thereby, and (ii) may be executed in any number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement; but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Any waiver, express or implied, of any provision hereof and any delay or failure by Lender to enforce any provision shall not preclude Lender from enforcing any such provision thereafter.

(b) Pledgor hereby irrevocably authorizes Lender to file one or more financing statements describing all or part of the Collateral, and continuation statements, or amendments thereto, relative to all or part of the Collateral as authorized by applicable law. Such financing statements, continuation statements and amendments will contain any other information required by the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether Pledgor is an organization, the type of organization and any organizational identification number issued to Pledgor. Pledgor agrees to furnish any such information to Lender promptly upon request. Pledgor also ratifies its authorization for Lender to have filed any initial financing statement or amendments thereto filed prior to the date hereof.

(c) From time to time, Pledgor and Debtor shall, at the request of Lender, execute such other agreements, documents or instruments or take any other actions in connection with this Agreement as Lender may reasonably deem necessary to evidence or perfect the security interests granted herein, to maintain the first priority of the security interests, or to effectuate the rights granted to Lender herein, but their failure to do so shall not limit or affect any security interest or any other rights of Lender in and to the Collateral. Pledgor will execute and deliver to Lender any stock powers, instructions to any securities intermediary, issuer or transfer agent, proxies, or any other documents of transfer that Lender requests in order to perfect, obtain control or otherwise protect Lender’s security interest in the Collateral or to effect Lender’s rights under this Agreement. Such powers or documents may be executed in blank or completed prior to execution, as requested by Lender.

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(d) This Agreement shall be governed by and construed in accordance with the laws of the State of New York. To the extent that Lender has greater rights or remedies under federal law, whether as a national bank or otherwise, this paragraph shall not be deemed to deprive Lender of such rights and remedies as may be available under federal law.

(e) Any term used or defined in the UCC and not defined herein has the meaning given to the term in the UCC, when used in this Agreement.

(f) This Agreement shall benefit Lender’s successors and assigns and shall bind Pledgor’s successors and assigns, except that Pledgor may not assign its rights and obligations under this Agreement. This Agreement shall bind all parties who become bound as a Debtor with respect to the Indebtedness.

(g) All rights and remedies herein provided are cumulative and not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude the further exercise of any other right or remedy.

(h) In all cases where more than one party executes this Agreement, all words used herein in the singular shall be deemed to have been used in the plural where the context and construction so require, and all obligations and undertakings hereunder of such parties are joint and several.

(i) The illegality, invalidity or unenforceability of any provision of this Agreement shall not in any way affect or impair the legality, validity or enforceability of the remaining provisions of this Agreement.

(j) This Agreement and any other documents executed or delivered in connection herewith constitute the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understandings with respect to this transaction.

18. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY

[INTENTIONALLY LEFT BLANK]

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EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

The parties duly executed this Agreement as of June 20, 2008

	LENDER:
	BLUE RIDGE INVESTMENTS, L.L.C.
	By:	/s/ George C. Carp
	Title:	Senior Vice President
Pledgor’s Chief Executive Office:	PLEDGOR:
22 Cherry Hill Drive	ABD HOLDING COMPANY, INC.
Street Address
Danvers, Massachusetts 01923	By:	/s/ Michael R. Minogue 6/27/08
City             State             Zip
	Title:	Chief Executive Officer
Pledgor’s type of organization: Corporation Pledgor’s state of incorporation or organization (if Pledgor is a corporation, limited partnership, limited liability company or other registered entity):	Pledgor’s organizational identification number if any, assigned by the state of incorporation or organization (If no organizational identification number has been assigned enter “None”):
Delaware

Address for Notices to Pledgor:

22 Cherry Hill Drive

Danvers, Massachusetts 01923

Attention: Daniel Sutherby, Chief Financial Officer

Telephone Number: 978-777-5410

Facsimile Number: 978-777-8411

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Address for Notices to Lender:

Blue Ridge Investments, L.L.C.

214 N. Tryon Street

Charlotte, North Carolina

Attention: George Carp

Senior Vice President

Facsimile: 704-683-4684

With a copy of all notices to:

Bank of America

100 Federal Street

Boston, Massachusetts 02110

Attention: Douglas Marshall

Vice President

Facsimile: 617-434-3552

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Exhibit A to Pledge Agreement

Description of Collateral

1. All of the accounts specified below (the “Accounts”):

(a) The following listed account(s):

(i) Account number(s)/account number(s) 2836-0022364803 –ABD Holding Company Inc. held by Bank of America, N. A. (“Bank of America”) as agent or custodian for Pledgor under an agreement for custody, safekeeping, investment management, investment advisory or similar services between Pledgor and Bank of America.

(b) All successor and replacement accounts, regardless of the numbers of such accounts or the offices at which such accounts are maintained.

(c) Any linked or related accounts or subaccounts held by any affiliate of Bank of America Corporation or any entity as clearing broker for any of the accounts.

2. All rights of Pledgor in connection with the Accounts, including any rights against any securities intermediary, any such affiliate of Bank of America Corporation or any clearing broker in connection with the Accounts.

3. All investment property, security entitlements, financial assets, certificated securities, uncertificated securities, money, deposit accounts, instruments, certificates of deposit, general intangibles, and all other investments or property of any sort now or hereafter held, maintained or administered in, or credited to, the Accounts; including, without limitation, all membership and other right, title and interest in and to the Pledgor’s investment in and ownership of Columbia Strategic Cash Portfolio, a series of Columbia Qualified Purchaser Funds, LLC, a Delaware limited liability company (collectively, the “Interest”) and further including without limitation, (i) Pledgor’s interest in the profits and losses generated by the Interest, any right to receive distributions therefrom or to make redemptions of such Interest or tender thereof, (ii) all rights, privileges, authority and power of Pledgor as owner and holder of the Interest, including all contract rights related thereto, (iii) any documents or certificates representing or evidencing the Interest, and (iv) all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Interest, in each case, whether now existing or hereafter arising, whether at law or in equity; but excluding collective investment funds managed by Lender, including without limitation, any interest in variable amount notes, commonly known as “master notes”; and excluding anything construed as real property under applicable state law.

4. All present and future income, proceeds, earnings, increases, and substitutions from or for the Collateral of every kind and nature, including without limitation all payments, interest, profits, distributions, benefits, rights, options, warrants, dividends, stock dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies, claims for money due and to become due, proceeds of any insurance on the Collateral, shares of stock of different par value or no par value issued in substitution or exchange for shares included in the Collateral, and all other property Pledgor is entitled to receive on account of such Collateral, including accounts, documents, instruments, chattel paper, and general intangibles.

5. For the purposes of this Exhibit, if there is more than one Pledgor, the term “Pledgor” shall include any one or more of the Pledgors.

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EX-10.2

Exhibit 10.2

LETTER AGREEMENT

June 20, 2008

ABD Holding Company, Inc.

22 Cherry Hill Drive

Danvers, Massachusetts 01923

Attn: Daniel Sutherby, Chief Financial Officer

Re: Revolving Line of Credit Facility

Ladies and Gentlemen:

BLUE RIDGE INVESTMENTS, L.L.C. (“Lender”) is pleased to make available to ABD HOLDING COMPANY, INC., a Delaware corporation (“Borrower”), a line of credit facility on the terms and conditions set forth below and in that certain Promissory Note dated as of even date herewith executed by Borrower in favor of Lender substantially in the form attached hereto (the “Note”). Terms not defined herein have the meanings assigned to them in the Note).

Commitment:	Subject to the terms and conditions set forth herein and in the Note, Lender agrees to make available to Borrower in multiple drawdowns until the Maturity Date one or more loans (each, a “Loan” and collectively, the “Loans”) in an aggregate principal amount not exceeding Twenty Million Dollars ($20,000,000) (as such amount is reduced in accordance with the requirements of the Note, the “Commitment”). Within the foregoing limit, Borrower may borrow, repay and reborrow Loans until the Maturity Date up to the Commitment, subject to the conditions set forth herein and in the Note. Borrower may permanently reduce or terminate the Commitment by giving five days’ written notice to Lender.
Purpose:	The loans shall be used for liquidity and working capital purposes.
Interest:	Each Loan shall bear interest at the rate(s) of interest described in the Note. Accrued and unpaid interest on each Loan shall be due and payable as set forth in the Note.
Principal:	Any redemptions resulting in cash distributions received by Borrower in connection with Borrower’s ownership interest in Columbia Strategic Cash Portfolio, a series of Columbia Qualified Purchaser Funds, LLC, a Delaware limited liability company (“Columbia Strategic Cash Fund”), shall be applied to reduce the outstanding principal amount of the Loans. The Commitment shall be permanently reduced by the amount of the cash distribution. With each borrowing request, Borrower shall certify in writing to the Lender that the total borrowings under the Commitment, including the requested Loan, do not exceed 95% of the Borrower’s account value in the Columbia Strategic Cash Fund, calculated based on the current net asset value of the Borrower’s ownership interest in the Fund (“Borrowing Base”). If at any time the outstanding principal amount of the Loans exceeds the Borrowing Base, the Borrower shall repay to the Lender the difference between the Borrowing Base and the outstanding principal balance of the Note within ten business days of demand therefor by the

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	Lender. For the avoidance of doubt, Lender hereby consents to Borrower’s withdrawal of funds from the Columbia Strategic Cash Fund at any time, whether or not a Loan is outstanding, subject to the requirements of this section as to Borrowing Base and application of such funds.
Maturity Date:	The outstanding principal of each Loan shall be due and payable on the dates set forth in the Note, but no later than the earlier of (i) the next succeeding business day after the date of the last redemption by Borrower of all of its remaining shares in the Columbia Strategic Cash Fund, or (ii) June 20, 2009 (the “Maturity Date”). Loans may be prepaid as described in the Note.
Guaranty:	Indebtedness under the Note shall be guaranteed by Abiomed, Inc., a Delaware corporation and affiliate of the Borrower, pursuant to a guaranty in form and substance satisfactory to the Bank.
Collateral:	The obligations and liabilities of Borrower under the Note will be secured by a first priority perfected security interest in Borrower’s ownership interest in the Columbia Strategic Cash Fund. Collateral will be held in an account with an affiliate of Lender and may only be released as permitted by Lender.
Unused Facility Fee:	During the term of this Agreement, Borrower agrees to pay to Lender an Unused Facility Fee based on any difference between the Commitment and the amount of credit actually utilized, determined by the average of the daily amount of credit outstanding during the applicable monthly period. The fee will be calculated at .25% per year. The Unused Facility Fee is due on the first day of each monthly period thereafter until the expiration of the availability period or termination of this Agreement.
Financial Reporting Requirements:	Borrower shall provide the following financial information and statements in form and content acceptable to the Lender, and such additional information as requested by the Lender from time to time. The Lender reserves the right, upon written notice to Borrower, to require Borrower to deliver financial information and statements to the Lender more frequently than otherwise provided below, and to use such additional information and statements to measure any applicable financial covenants in this Agreement.
	(a) Within 120 days of the fiscal year end, financial statements of Borrower and Guarantor, audited (with an opinion satisfactory to the Lender) by a Certified Public Accountant acceptable to the Lender. The statements shall be prepared on a consolidated basis.
	(b) Within 45 days of the end of each quarter end (including the last period in each fiscal year), quarterly financial statements of Borrower and Guarantor, certified and dated by an authorized financial officer. These financial statements may be prepared by Borrower. The statements shall be prepared on a consolidated basis.
Financial Covenant:	Minimum Operating Cash Covenant. Borrower shall maintain Minimum Operating Cash at all times in an amount equivalent to cash operating losses for a

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	four (4) month period. This covenant shall be calculated monthly based upon trailing three-month average Cash operating losses on Borrower’s consolidated statement of operations at month end. “Cash Operating Losses” means total reported net operating loss per generally accepted accounting principles, inclusive of interest expense, exclusive of the effects during the period of depreciation and amortization, and stock compensation.
Negative Pledge:	During the terms of the Agreement Borrower agrees not to create, assume, or allow any security interest or lien during the term of the Note (including judicial liens) on property Borrower now or later owns, except:
	(a) Liens and security interests in favor of Bank of America.
	(b) Liens for taxes not yet due.
	(c) Liens outstanding on the date of this Agreement disclosed in writing to the Lender.
Requests for Loans:	Any request for a Loan must be received by Lender at the address, telephone number or facsimile number listed below Lender’s signature not later than 11:30 p.m. Boston time, on the date of the requested Loan (which must be a day on which Lender is open to conduct substantially all of its business). Any request for an advance or paydown shall be made by written notice to the Lender substantially in the form of Form of Advance/Repayment Notice attached hereto as Exhibit A.
Documentation:	The Loans shall be evidenced by the Note. Borrower shall execute and deliver to Lender such other documents evidencing the Loan as Lender may reasonably request from time to time.
Termination:	Borrower may terminate this letter agreement by notice to Lender at any time when there are no Loans outstanding. Upon any such termination, Lender shall return the original Note to Borrower marked “cancelled”.
Notice:	Lender hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Act”), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act.

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Please indicate your agreement to the foregoing by signing and returning to Lender the enclosed copy of this letter at the address shown immediately beneath its signature below.

	Very truly yours,
Address for Lender for Notices of Borrowing:	BLUE RIDGE INVESTMENTS, L.L.C.
Blue Ridge Investments, L.L.C.	By
901 Main Street, 22nd Floor
Dallas, Texas 75202-3714	Name
Phone: 214-209-4742
Fax: 214-290-8387	Title
Attention: Judy Schneidmiller Judy.l.schneidmiller@bankofamerica.com
Address for Other Notices to Lender: Blue Ridge Investments, L.L.C. 214 N. Tryon Street Charlotte, North Carolina Attention: George Carp Senior Vice President Facsimile: 704-683-4684 With a copy of all notices to: Bank of America 100 Federal Street Boston, Massachusetts 02110 Attention: Douglas Marshall Senior Client Manager

Acknowledged and Agreed:

ABD HOLDING COMPANY, INC.
By:	/s/ Michael R. Minogue

Name/Title: Chief Executive Officer 6/27/08

Address for Notices to Borrower:

ABD Holding Company, Inc.

22 Cherry Hill Drive

Danvers, Massachusetts 01023

Attention: Chief Financial Officer

Telephone: 978-777-5410

Facsimile: 978-777-5410

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GUARANTOR:

ABIOMED, INC.
By:	/s/ Michael R. Minogue

Name/Title: Chief Executive Officer 6/27/08

Address for Notices to Borrower:

Abiomed, Inc.

22 Cherry Hill Drive

Danvers, Massachusetts 01023

Attention: Chief Financial Officer

Telephone: 978-777-5410

Facsimile: 978-777-8411

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EXHIBIT A TO LETTER AGREEMENT

FORM OF ADVANCE/REPAYMENT NOTICE

Company Letter Head

Date:
From:
To:	Judy Schneidmiller	CC: Doug Marshall	CC: Beverly Boccella
	VP. Senior Operations Consultant
	Southwest Operations
	Ph: 214-209-4742
	Fax: 214-290-8387
	judy.l.schneidmiller@bankofamerica.com

Advance/Paydown Request

The undersigned (the “Borrower”) [requests an advance] [gives notice of a repayment] of $             under the Loan Agreement dated as of June     , 2008 between the Borrower and Blue Ridge Investments, L.L.C. The settlement date of such [advance] [repayment] will be [                    ].

Please transmit the funds to the following:

Account Name:

Account Number:

Bank Name:

ABA Number:

The Borrower hereby certifies that:

(a) The representations and warranties of the Borrower contained in the Credit Documents are be true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date.

(b) No Default exists or would result from such requested advance or from the application of the proceeds thereof.

Sincerely,

ABD HOLDING COMPANY, INC.

By:

Name:

Title:

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PROMISSORY NOTE

$20,000,000 June 20, 2008

FOR VALUE RECEIVED, the undersigned, ABD HOLDING COMPANY, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of BLUE RIDGE INVESTMENTS L.L.C. (“Lender”), at its office as Lender may designate from time to time, in lawful money of the United States of America and in immediately available funds, the principal amount of Twenty Million Dollars ($20,000,000) or such lesser amount as shall equal the aggregate unpaid principal amount of advances (each a “Loan” and collectively the “Loans”) made by Lender to Borrower under this Promissory Note (this “Note”), and to pay interest on the unpaid principal amount of the Loans at the rate per annum and on the dates specified below. Loans hereunder are also subject to the terms and conditions set forth in that certain letter loan agreement dated as of even date herewith between Borrower and Lender (the “Letter Agreement”). Terms not defined herein have the meanings assigned to them in the Letter Agreement.

Borrower may request Loans by irrevocable notice to be given to Lender in accordance with the Letter Agreement.

Each Loan shall bear interest at a rate per year equal to the BBA LIBOR Daily Floating Rate plus 0.25% per annum. The BBA LIBOR Daily Floating Rate is a fluctuating rate of interest equal to the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”) , as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as selected by Bank from time to time) as determined for each banking day at approximately 11:00 a.m. London time two (2) London Banking Days prior to the date in question, for U.S. Dollar deposits (for delivery on the first day of such interest period) with a one month term, as customarily adjusted from time to time in Lender’s reasonable discretion for changes in reserve requirements, deposit insurance assessment rates and other regulatory costs. If such rate is not available at such time for any reason, then the rate for that interest period will be determined by such alternate method as is reasonably selected by Lender. A “London Banking Day” is a day on which banks in London are open for business.

Interest on the principal of this Note shall be payable on the first of each month commencing on July 1, 2008 and continuing on the same day of each month thereafter until the indebtedness evidenced hereby is paid in full. Any cash principal distributions received by Borrower in connection with Borrower’s ownership interest in the Columbia Strategic Cash Fund, shall be applied to reduce the principal balance of this Note. Distributions of interest or earnings on the Columbia Strategic Cash Fund will not be required to be applied to reduce the principal balance of this Note. If, at any time, the outstanding principal balance of this Note exceeds the Borrower’s account value in the Columbia Strategic Cash Fund based on the calculation described in the Letter Agreement, Borrower shall make a principal payment hereunder equal to the difference between the account value of the Fund and the outstanding principal of this Note within ten business days of demand therefor by the Lender. The Loans, and all accrued and unpaid interest thereon, shall be due and payable in full on June 20, 2009. Lender may, if and to the extent any payment is not made when due hereunder, charge from time to time against any or all of Borrower’s accounts with Lender any amount so due. The Loans or any portion thereof may be prepaid by Borrower at any time without premium or penalty.

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Each Loan and each payment by Borrower will be evidenced by records kept by the Lender. Interest shall be computed on the basis of a year of 360 days and the actual days elapsed (including the first day but excluding the last day). Overdue principal and, to the extent permitted by applicable law, interest shall bear interest, payable upon demand, for each day from and including the due date to but excluding the date of actual payment at a rate per annum 4% higher than the rate of interest otherwise provided under this Note (2% higher than the rate of interest otherwise provided under this Note if the overdue amount became due solely as a result of a change in the net asset value of the Columbia Strategic Cash Fund). Whenever any payment under this Note is due on a day that is not a day Lender is open to conduct substantially all of its business, such payment shall be made on the next succeeding day on which Lender is open to conduct substantially all of its business, and such extension of time shall in such case be included in the computation of the payment of interest.

The date, amount, interest rate, and each payment of principal and interest due on this Note, shall be recorded by Lender on its books, which record shall, in the absence of manifest error, be conclusive as to such matters; provided, that the failure of Lender to make any such record or any error therein shall not limit or otherwise affect the obligations of Borrower hereunder.

Borrower shall reimburse or compensate Lender, upon demand, for all costs incurred, losses suffered or payments made by Lender which are applied or reasonably allocated by Lender to the transactions contemplated herein (all as determined by Lender in its reasonable discretion) by reason of any and all future changes in reserve, deposit, capital adequacy or similar requirements or compliance by Lender with any directive, or requirements from any regulatory authority, whether or not having the force of law, in each case instituted after the date hereof with respect to assets, liabilities or commitments of, or extensions of credit by, Lender to the extent the foregoing result in a change to Lender of the cost of extending or maintaining the Loans.

Borrower hereby waives presentment, protest, demand, or other notice of any kind in connection with this Note.

Borrower represents and warrants to Lender that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) the execution, issuance and delivery of the Letter Agreement, this Note and any other document, agreement or instrument executed and delivered in connection herewith (collectively, the “Loan Documents”) are within its powers and have been duly authorized; (c) each Loan Document is valid, binding and enforceable in accordance with its terms, is not in violation of law or regulation or of the terms of Borrower’s organizational documents, and does not result in the breach of or constitute a default under any indenture, agreement, instrument or undertaking to which Borrower is a party or by which it or its property may be bound or affected; (d) the proceeds of the Loans shall be used solely for liquidity and working capital purposes; provided, however, that Borrower shall not use any part of the proceeds of any Loan to purchase or carry any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to others for the purpose of purchasing or carrying any margin stock; (e) there is no event which is, or with notice or lapse of time or both would be, an Event of Default (as defined below) under this Note; and (f) the person or persons executing any Loan Document on behalf of Borrower are duly appointed officers or other representatives of Borrower with authority to execute and deliver each Loan Document on behalf of Borrower.

The obligation of Lender to make any Loan shall be subject to the condition that, and the request of Borrower for a Loan and the receipt by Borrower of the proceeds thereof shall be deemed a representation and warranty by Borrower that as of the date of such request and receipt: (a) all

8

representations and warranties contained in any Loan Document are true and correct and with the same force and effect as though such representations and warranties had been made on and as of the date of such request and receipt and (b) no Event of Default under this Note exists or would result from the making of the Loan. Before Lender is required to make any Loan under this Note, it must receive any documents provided for herein and any customary drawdown items it may reasonably require, in form and content acceptable to Lender. It is agreed that opinions of counsel will not be required in connection with any extension of credit hereunder.

Each of the following shall constitute an Event of Default hereunder: (a) Borrower shall fail to pay within two business days of the date when due any principal of or interest on any Loan; (b) Borrower shall fail to comply with Borrowing Base requirement set forth in the Letter Agreement; (c) any other covenant or agreement in any Loan Document and such failure continues for 10 business days after written notice thereof is given by Lender to Borrower; (d) an event of default shall occur under the terms of any other indebtedness in excess of Two Million Dollars ($2,000,000) owing to Lender or any other creditor for which Borrower or any of its subsidiaries is liable, whether as principal obligor, guarantor, or otherwise; (e) any representation, warranty, certification, or statement made or deemed made by Borrower to Lender shall prove to have been incorrect or misleading in any material respect when made; (f) Borrower shall dissolve, liquidate, or terminate its legal existence or shall convey, transfer, lease, or dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets to any person or entity; (g) a petition shall be filed by or against Borrower or any of its subsidiaries under any law relating to bankruptcy, reorganization, or insolvency and, in the case of any such petition filed against Borrower or any of its subsidiaries, shall not have been dismissed within 60 days from the date of filing; or (h) Borrower or any of its subsidiaries shall make an assignment for the benefit of creditors or fail generally to pay its debts as they become due, or a receiver, trustee, or similar official shall be appointed over Borrower or any of its subsidiaries or a substantial portion of any of their respective assets. If an Event of Default shall have occurred, Lender may take any one or more of the following actions: (i) terminate the Commitment, (ii) declare the outstanding principal of and accrued and unpaid interest on this Note and the Loans, together with all other amounts payable under any Loan Document, to be immediately due and payable without presentment, protest, demand, or other notice of any kind, all of which are hereby waived by Borrower and (iii) exercise any rights and remedies it may have under this Note or any other Loan Document or under applicable law or in equity; provided, however, that upon the occurrence with respect to Borrower of any event specified in clause (g) or (h) of the preceding sentence, the Commitment shall automatically terminate, and the outstanding principal and accrued and unpaid interest on this Note and the Loans, together with all other amounts payable hereunder, shall become immediately due and payable without presentment, protest, demand, or other notice of any kind, all of which are hereby waived by Borrower.

No failure or delay by Lender in exercising, and no course of dealing with respect to, any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies of Lender provided herein shall be cumulative and not exclusive of any other rights or remedies provided by law. If any provision of this Note shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof. Except as set forth herein or therein, no provision of this Note may be modified or waived except by a written instrument signed by Lender and Borrower.

Borrower will indemnify and hold Lender harmless from any losses, liabilities, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Note or any other Loan Document, (b) any credit extended by Lender to Borrower hereunder or the use thereof, (c) any litigation or proceeding related to or arising out of any Loan Document or any such credit, or (d) failure by Borrower to comply with any law or regulation; provided that such indemnity shall not

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(i) encompass any losses, liabilities, damages, judgments or costs related to the Columbia Strategic Cash Fund, (ii) entitle Lender to any payment with respect to legal fees or other transaction costs (including internal cost allocations) incurred by Lender in order to extend or, other than during the continuance of an Event of Default, maintain the credit provided for hereunder, or (iii) be available to the extent that such losses, liabilities, damages, judgments or costs (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Lender or (y) result from a claim brought by Borrower against Lender for breach in bad faith of Lender’s obligations hereunder or under any other Loan Document, if Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This indemnity includes but is not limited to attorneys’ fees, except as set forth above. This indemnity extends to Lender, its affiliates and the partners, directors, officers, employees, agents and advisors of Lender and of Lender’s affiliates. This indemnity will survive repayment of Borrower’s obligations to Lender under this Note and termination of the Commitment. All sums due to Lender pursuant to this paragraph shall be due and payable upon demand.

This Note shall be binding upon Borrower and its successors and assigns and inure to the benefit of Lender and its successors and assigns, provided, however, that no obligations or rights of Borrower hereunder can be assigned without the prior written consent of Lender. Lender may assign to one or more banks or other entities all or any part of, or may grant participations to one or more banks or other entities in or to all or any part of, this Note, any other document or agreement executed or delivered in connection herewith or any Loan or Loans hereunder and its rights and obligations hereunder or thereunder. Borrower agrees that Lender may disclose to any assignee or purchaser, or any prospective assignee or purchaser, any and all information in Lender’s possession concerning Borrower, this Note, and any security for this Note, provided that the disclosure of any information that is identified by Borrower as material non-public information must be made subject to an acknowledgment by the recipient of the same and the undertaking of such recipient not to engage in any transaction in securities of Borrower on the basis thereof in violation of applicable law, including Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 thereunder.

Borrower shall pay on demand all costs and expenses (including reasonable attorneys’ fees and the allocated costs of internal counsel) incurred by Lender in connection with the enforcement or attempted enforcement of this Note or any Loan Document upon the occurrence of an Event of Default.

Notwithstanding the other provisions of this Note, the interest rate will not exceed the maximum rate permitted by federal law or other law applicable to Lender, whichever is higher. If, at any time, the rate of interest, together with all amounts which constitute interest and which are reserved, charged or taken by Lender as compensation for fees, services or expenses incidental to the making, negotiating or collection of the Loans, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of interest permitted to be charged by Lender to Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Note shall be governed by such new law as of its effective date.

All notices required under this Note shall be in writing and shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to Borrower or Lender, as the case may be, at its address set forth below, or sent by facsimile to the facsimile number set forth for such party below, or to such other addresses or facsimile numbers as Lender and Borrower may specify from time to time in writing. Notices and other communications sent by (a) first class mail shall be deemed delivered on the

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earlier of actual receipt or on the fourth business day after deposit in the U.S. mail, postage prepaid, (b) overnight courier shall be deemed delivered on the next business day after deposit with the overnight courier, (c) other methods of hand-delivery (including telegram, lettergram or mailgram) shall be deemed delivered when delivered, and (d) facsimile shall be deemed delivered upon receipt of confirmation.

This Note shall be governed by and construed in accordance with the laws of the State of Massachusetts and the applicable laws of the United States of America, without regard to principles of conflict of laws.

BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF MASSACHUSETTS SITTING IN SUFFOLK COUNTY AND OF THE UNITED STATES DISTRICT COURT SITTING IN BOSTON, MASSACHUSETTS , AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH MASSACHUSETTS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF BORROWER AND LENDER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE, ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

BORROWER HERETO IRREVOCABLY AGREES THAT SERVICE OF PROCESS BY LENDER IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING SHALL BE BINDING ON BORROWER IF SENT TO BORROWER BY REGISTERED OR CERTIFIED MAIL AT ITS ADDRESS SPECIFIED BELOW OR SUCH OTHER ADDRESS AS FROM TIME TO TIME NOTIFIED BY BORROWER IN ACCORDANCE WITH THE TERMS HEREOF. NOTHING IN THIS NOTE WILL AFFECT THE RIGHT OF LENDER OR BORROWER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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EACH OF BORROWER AND LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF BORROWER AND LENDER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO OR ACCEPT THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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THIS NOTE AND ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Borrower has caused this Note to be duly executed as of the date first above written.

ABD HOLDING COMPANY, INC.
By:	/s/ Michael R. Minogue
Title:	Chief Executive Officer 6/27/08

Address for Notices:

ABD Holding Company, Inc.

22 Cherry Hill Drive

Danvers, Massachusetts 01023

Attention: Chief Financial Officer

Telephone: 978-777-5410

Facsimile: 978-777-8411

Address for Notices to Lender:

Address for Lender for Notices of Borrowing:

Blue Ridge Investments, L.L.C.

901 Main Street, 22nd Floor

Dallas, Texas 75202-3714

Phone: 214-209-4742

Fax: 214-290-8387

Attention: Judy Schneidmiller

Judy.l.schneidmiller@bankofamerica.com

Address for Other Notices to Lender:

Blue Ridge Investments, L.L.C.

214 N. Tryon Street

Charlotte, North Carolina

Attention: George Carp

Senior Vice President

Facsimile: 704-683-4684

With a copy of all notices to:

Bank of America

100 Federal Street

Boston, Massachusetts 02110

Attention: Douglas Marshall

Senior Client Manager

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EX-10.3

Exhibit 10.3

CONTINUING GUARANTY

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to ABD HOLDING COMPANY, INC., a Delaware corporation (the “Borrower”) by BLUE RIDGE INVESTMENTS L.L.C. and any other subsidiaries or affiliates of Bank of America Corporation and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (whether one or more the “Guarantor”, and if more than one jointly and severally) hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:

1. Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, in connection with or arising under that certain Promissory Note, dated June 20, 2008, in the original principal amount of Twenty Million Dollars ($20,000,000) executed by Borrower in favor of Lender, and whenever created, arising, evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

2. No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of

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any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the Lender) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Lender, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

3. Rights of Lender. The Guarantor consents and agrees that the Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale thereof as the Lender in its sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantor.

4. Certain Waivers. The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

5. Obligations Independent. The obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations and the obligations of any other guarantor, and a separate action may be brought against the Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.

6. Subrogation. The Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and any commitments of the Lender or facilities provided by the Lender with respect to the Guaranteed Obligations are terminated. If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit

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of the Lender and shall forthwith be paid to the Lender to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.

7. Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lender or facilities provided by the Lender with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or the Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall survive termination of this Guaranty.

8. Subordination. The Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrower owing to the Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to the Guarantor as subrogee of the Lender or resulting from the Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Lender so requests, any such obligation or indebtedness of the Borrower to the Guarantor shall be enforced and performance received by the Guarantor as trustee for the Lender and the proceeds thereof shall be paid over to the Lender on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of the Guarantor under this Guaranty.

9. Stay of Acceleration. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against the Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantor immediately upon demand by the Lender.

10. Expenses. The Guarantor shall pay on demand all out-of-pocket expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) in any way relating to the enforcement or protection of the Lender’s rights under this Guaranty or in respect of the Guaranteed Obligations, including any incurred during any “workout” or restructuring in respect of the Guaranteed Obligations and any incurred in the preservation, protection or enforcement of any rights of the Lender in any proceeding any Debtor Relief Laws. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

11. Miscellaneous. No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by the Lender and the Guarantor. No failure by the Lender to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein. Unless otherwise agreed by the Lender and the Guarantor in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the Guarantor for the benefit of the Lender or any term or provision thereof.

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12. Condition of Borrower. The Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as the Guarantor requires, and that the Lender has no duty, and the Guarantor is not relying on the Lender at any time, to disclose to the Guarantor any information relating to the business, operations or financial condition of the Borrower or any other guarantor (the guarantor waiving any duty on the part of the Lender to disclose such information and any defense relating to the failure to provide the same).

13. Setoff. If and to the extent any payment is not made when due hereunder, the Lender may setoff and charge from time to time any amount so due against any or all of the Guarantor’s accounts or deposits with the Lender.

14. Representations and Warranties. The Guarantor represents and warrants that (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Guaranty, and all necessary authority has been obtained; (b) this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (c) the making and performance of this Guaranty does not and will not violate the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected; and (d) all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been obtained or made and are in full force and effect.

15. Indemnification and Survival. Without limitation on any other obligations of the Guarantor or remedies of the Lender under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Lender in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

16. GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF MASSACHUSETTS. This Guaranty shall (a) bind the Guarantor and its successors and assigns, provided that the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Lender (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Lender and its successors and assigns and the Lender may, without notice to the Guarantor and without affecting the Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. The Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in Boston, Massachusetts in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service of process by the Lender in connection with such action or proceeding shall be binding on the Guarantor if sent to the Guarantor by registered or certified

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mail at its address specified below or such other address as from time to time notified by the Guarantor. The Guarantor agrees that the Lender may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Lender’s possession concerning the Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to the Guarantor under this Guaranty shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Guarantor at its address set forth below or at such other address in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender may designate for such purpose from time to time in a written notice to the Guarantor.

17. WAIVER OF JURY TRIAL; FINAL AGREEMENT. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE GUARANTOR AND THE LENDER EACH IRREVOCABLY WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE GUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Executed this 20th day of June, 2008.

ABIOMED, INC.
By:	/s/ Michael R. Minogue 6/27/08

Name: Michael R. Minogue

Title: Chief Executive Officer

Address: 22 Cherry Hill Drive, Danvers, MA 01923

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