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Exhibit 10.28.5
SECOND AMENDMENT TO CREDIT AGREEMENT
Reference is hereby made to that certain Credit Agreement dated as of
December 28, 1998, as amended, by and between Genzyme Transgenics Corporation
(the "Borrower"), and Fleet National Bank ("Lender") (as may be further amended
from time to time, the "Credit Agreement"). Capitalized terms not defined herein
shall have the meanings ascribed thereto in the Credit Agreement.
WHEREAS, the Borrower and Guarantor have requested that the Lender agree to
modify the definition of Termination Date to extend the maturity of the Loans
evidenced by the Credit Agreement and other Loan Documents from December 28,
2001 to January 11, 2002, and the Lender has agreed to such change, subject to
the terms and conditions of this Second Amendment To Credit Agreement (the
"Second Amendment").
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties do hereby agree as follows:
1. TERMINATION DATE. Schedule 1 to the Credit Agreement is hereby amended to
delete the defined term "Termination Date" and to replace such defined term with
the following:
"`TERMINATION DATE'" - the earlier of (a) January 11, 2002, and (b)
the date the Lender's commitment to make Loans is terminated pursuant
to Section 8.2 of Article 8."
2. REPRESENTATIONS AND WARRANTIES. In order to induce the Lender to enter into
this Second Amendment, the Borrower makes the following representations and
warranties, all of which shall survive the execution and delivery of this Second
Amendment:
(a) The Borrower has all requisite corporate, partnership or other power
and authority to execute, deliver and perform its obligations under this Second
Amendment and under the Credit Agreement, as amended hereby. This Second
Amendment has been duly authorized, executed and delivered by the Borrower, and
does not conflict with, violate or result in a breach of or require any consent
under any applicable law, rule or regulation or any of the terms of the charter
or by-laws (or equivalent constitutional documents) of the Borrower, any
agreement or instrument to which the Borrower or any of its Subsidiaries is a
party or to which any of them or their property is bound or to which any of them
is subject. This Second Amendment and the Credit Agreement, as amended hereby,
constitute the legal, valid and binding obligation of the Borrower enforceable
against it in accordance with its terms.
(b) On the date hereof each of the representations and warranties in the
Credit Agreement are true, accurate and complete in all material respects except
as to changes that have been consented to or approved by Lender in writing,
PROVIDED THAT, if any representation or warranty is expressly required in the
Credit Agreement to be made only as of a specific date, such representation or
warranty shall be true, accurate and complete as of such date in all material
respects.
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(c) Upon the execution and delivery of this Second Amendment, and the
satisfaction of each of the conditions precedent set forth in Section 4 of this
Second Amendment, no Default or Event of Default shall exist and be continuing.
3. CONDITIONS PRECEDENT. The agreements contained herein and the amendments
contemplated hereby shall become effective on the date (the "Effective Date")
when the Borrower and the Lender shall have executed this Second Amendment and
when each of the following conditions shall have been fulfilled:
(a) EXECUTION OF DOCUMENTS, ETC. This Second Amendment and any other
agreements, documents and instruments to be executed and/or delivered in
connection herewith (collectively the "Second Amendment Documents") shall have
been duly and properly authorized and executed by the Borrower and the Lender
and shall be in full force and effect on and as of the Effective Date of this
Second Amendment and all representations and warranties of the Borrower
hereunder shall continue to be true, accurate and complete.
(b) PROCEEDINGS; RECEIPT OF DOCUMENTS. All requisite corporate action and
proceedings of the Borrower in connection with the execution and delivery of
this Second Amendment and the other Second Amendment Documents shall be
satisfactory in form and substance to the Lender and its counsel, and the Lender
and its counsel shall have received all information and copies of all documents,
including without limitation, records of requisite corporate action and
proceedings which the Lender or its counsel may have requested in connection
therewith, such documents where requested by the Lender or its counsel to be
certified by appropriate persons or governmental authorities.
(c) MATERIAL LITIGATION. There shall be no pending or, to the best
knowledge of the Borrower, threatened litigation with respect to the Borrower or
the Guarantor before any court, arbitrator or governmental or administrative
body or agency which challenges or relates to (i) the transactions contemplated
hereby or (ii) the Loan Documents.
(d) GUARANTOR CONSENT. The Lender shall have received a copy of a letter
from the Guarantor in which the Guarantor shall have consented to this Second
Amendment, which letter shall be in form and substance satisfactory to Lender.
4. REAFFIRMATION AND RATIFICATION OF EXISTING AGREEMENTS, ETC. The Borrower:
(i) reaffirms and ratifies all the Obligations to the Lender, in respect of the
Credit Agreement, as hereby amended, and the other Loan Documents, (ii)
certifies that there are no defenses, offsets or counterclaims to such
Obligations as of the date hereof, (iii) expressly acknowledges its continuing
liability pursuant thereto, and (iv) agrees that each of the Credit Agreement,
as amended hereby, and the other Loan Documents shall remain in full force and
effect, enforceable against the Borrower in accordance with its terms.
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5. MISCELLANEOUS.
(a) This Second Amendment may be executed on separate counterparts by the
parties hereto, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same agreement.
(b) This Second Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the laws of
the Commonwealth of Massachusetts (without giving effect to the conflict of law
principles thereof).
(c) The headings of the several sections of this Second Amendment are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Second Amendment.
(d) This Second Amendment, together with the other Second Amendment
Documents, embodies the entire agreement and understanding among the parties
relating to the subject matter hereof and supersedes all prior proposals,
negotiation, agreements and understandings relating to such subject matter.
(e) This Second Amendment, together with the other Second Amendment
Documents, shall be deemed to be Loan Documents under the Credit Agreement.
(f) EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND AMENDMENT, OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
(g) The Borrower shall pay on demand the reasonable costs and expenses,
including, without limitation, reasonable attorneys' fees and expenses incurred,
or which may be incurred by the Lender in connection with the negotiation,
documentation, administration and enforcement of this Second Amendment.
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IN WITNESS WHEREOF, this Second Amendment has been duly executed and
delivered as a sealed instrument at Boston, Massachusetts as of this 27th day of
December, 2001.
THE BORROWER:
GENZYME TRANSGENICS CORPORATION
By: /s/ John B. Green
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Title: Vice President
THE LENDER:
FLEET NATIONAL BANK
By: /s/ Kimberly Martone
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Title: Managing Director