Exhibit 10.7
SEVENTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Seventh
Amendment") is made and entered into as of the 17th day of June, 1997, by and
among GENZYME TRANSGENICS CORPORATION, a Massachusetts corporation having its
principal place of business at One Mountain Road, Framingham, Massachusetts
01701 (the "Parent") and its Subsidiaries listed on the signature pages hereto
(the Parent and each such Subsidiary is individually referred to herein as a
"Borrower," and collectively as the "Borrowers"), and BANKBOSTON, N.A. (formerly
known as The First National Bank of Boston) (the "Bank"), a national banking
association with its head office at 100 Federal Street, Boston, Massachusetts
02110.
WHEREAS, the Borrowers and the Bank entered into a Revolving Credit
Agreement dated as of July 3, 1995 as amended by the First Amendment to
Revolving Credit Agreement dated as of September 15, 1995, the Second Amendment
to Revolving Credit Agreement dated as of December 22, 1995, the Third Amendment
to Revolving Credit Agreement dated as of March 29, 1996, the Fourth Amendment
to Revolving Credit Agreement dated as of October 1, 1996, the Fifth Amendment
to Revolving Credit Agreement dated as of February 21, 1997, and the Sixth
Amendment to Revolving Credit Agreement dated as of March 17, 1997 (as further
amended and in effect from time to time, the "Credit Agreement") pursuant to
which the Bank extended credit to the Borrowers on the terms set forth therein;
WHEREAS, the Bank and the Borrowers have agreed to amend the Credit
Agreement as hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used herein without definition have
the meanings ascribed to them in the Credit Agreement.
2. Amendment to Section 8.2(a) of the Credit Agreement.
Section 8.2(a) of the Credit Agreement is hereby deleted in its entirety
and the following substituted in place thereof:
"(a) the Borrowers will not create, incur or assume any Indebtedness
other than (i) Indebtedness to the Bank; (ii) Indebtedness incurred
after the date hereof in respect of the acquisition of property or in
respect of new capital leases which does not exceed $500,000 in the
aggregate; (iii) current liabilities of the Borrowers not incurred
through the borrowing of money or the obtaining of credit except
credit on an open account customarily extended; (iv) Indebtedness in
respect of taxes or other governmental charges contested in good faith
and by appropriate proceedings and for which adequate reserves have
been taken; (v)
Indebtedness not included above and listed on Schedule 8.2(a) hereto
or on the Form 10-Q of the Parent dated March 31, 1995; (vi)
Indebtedness consisting of intercompany loans among the Borrowers
(except such loans as would render any of the Borrowers insolvent);
(vii) Indebtedness of BioDevelopment Laboratories, Inc. outstanding
at the time of acquisition thereof with respect to a standby letter
of credit issued by Silicon Valley Bank or any replacement thereof
in an aggregate amount not to exceed $157,500; (viii) Indebtedness
to the Guarantor arising under the Convertible Debt and Development
Funding Agreement dated as of March 29, 1996, as such agreement may
be amended, restated or supplemented from time to time, provided
that the principal amount of such Indebtedness shall not be
increased; and provided further that such Indebtedness is
subordinated to the Obligations on terms satisfactory to the Bank;
(ix) Indebtedness of (a) TSI Corporation to Finova Technology
Finance, Inc. (formerly Financing for Science International, Inc.
("Finova")) pursuant to the terms of the Master Equipment Lease
Agreement dated as of September 27, 1994 by and between TSI
Corporation and Financing for Science International, Inc., and of
the Parent, Argus Research Laboratories, Inc., TSI Mason
Laboratories, Inc., TSI Redfield Laboratories, Inc., and TSI
Washington Laboratories, Inc. to Finova pursuant to guaranties of
such lease; and (b) the Parent to Transamerica Business Credit
Corporation ("TBCC") pursuant to the terms of the Master Lease
Agreement dated as of December 30, 1996 by and between TBCC and the
Parent, and of TSI Corporation, BioDevelopment Laboratories, Inc.,
TSI Mason Laboratories, Inc., TSI Washington Laboratories, Inc., TSI
Redfield Laboratories, Inc., and Argus Research Laboratories, Inc.
to TBCC pursuant to guaranties of such lease, provided that the
aggregate outstanding amount of all such Indebtedness shall not
exceed $5,300,000; (x) Indebtedness of TSI Redfield Laboratories,
Inc. to Jefferson County, Arkansas in an aggregate principal amount
not to exceed $350,000, and Indebtedness of the Parent with respect
to the guaranty thereof; (xi) Indebtedness of TSI Redfield
Laboratories, Inc. to Simmons First National Bank in an aggregate
principal amount not to exceed $1,050,000, and Indebtedness of the
Parent and TSI Corporation with respect to the guaranty thereof;
(xii) Indebtedness of Argus Research Laboratories, Inc. to Unisys
Leasing Corporation in an aggregate principal amount not to exceed
$145,000 and Indebtedness of the Parent with respect to the guaranty
thereof; and (xiii) Indebtedness of TSI Mason Laboratories, Inc. to
the Massachusetts Development Finance Agency in an aggregate
principal amount not to exceed $5,000,000, and Indebtedness of the
Parent with respect to the guaranty thereof."
3. Amendment to Section 8.2(b) of the Credit Agreement.
Section 8.2(b) of the Credit Agreement is hereby deleted in its entirety
and the following substituted in place thereof:
"(b) the Borrowers will not create or incur any Liens on any of the
property or assets of the Borrowers except (i) Liens securing taxes
or other governmental charges not yet due; (ii) deposits or pledges
made in connection with social
security obligations; (iii) Liens of carriers, warehousemen,
mechanics and materialmen, less than 120 days old as to obligations
not yet due; (iv) easements, rights-of-way, zoning restrictions and
similar minor Liens which individually and in the aggregate do not
have a Materially Adverse Effect; (v) purchase money security
interests in or purchase money mortgages on real or personal
property securing purchase money Indebtedness permitted by Section
8.2(a)(ii), covering only the property so acquired; (vi) other Liens
existing on the date hereof and listed on Schedule 8.2(b) hereto or
existing on the date hereof and securing Indebtedness not to exceed
$500,000 in the aggregate; (vii) the rights of lessors under capital
leases permitted by Section 8.2(a) hereof; (viii) subject to the
terms and conditions of Section 8.2(a)(ii), purchase money liens on
the assets of any Subsidiary at the time such Subsidiary is acquired
by the Parent pursuant to Section 8.2(f) hereof, provided that such
Liens may cover only the property so acquired; (ix) mortgage Liens
on the real property owned by TSI Redfield Laboratories, Inc. in
favor of Jefferson County, Arkansas and Simmons First National Bank
securing Indebtedness permitted by Section 8.2(a)(x) and (xi)
hereof; (x) Liens on the personal property of TSI Redfield
Laboratories, Inc. securing the Indebtedness permitted by Section
8.2 (a)(xi) hereof; (xi) a mortgage Lien on the real property
located at 55 Union Street, Worcester, Massachusetts owned by TSI
Mason Laboratories, Inc. securing the Indebtedness permitted by
Section 8.2(a)(xiii) hereof; and (xii) Liens on the personal
property of TSI Mason Laboratories, Inc. purchased with the proceeds
of and securing the Indebtedness permitted by Section 8.2(a)(xiii)
hereof.
4. Ratification, etc.
Except as expressly amended hereby, the Credit Agreement, the other Loan
Documents and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. This Seventh Amendment and the Credit Agreement shall hereafter be
read and construed together as a single document, and all references in the
Credit Agreement or any related agreement or instrument to the Credit Agreement
shall hereafter refer to the Credit Agreement as amended by this Seventh
Amendment. By executing this Seventh Amendment where indicated below, the
Guarantor hereby ratifies and confirms its guaranty of the Obligations pursuant
to the terms of the Guaranty, as amended, and acknowledges and consents to the
terms of this Seventh Amendment.
5. GOVERNING LAW.
THIS SEVENTH--AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL TAKE EFFECT AS A
SEALED INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
6. Counterparts. This Seventh Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall
be deemed to constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Bank.
7. Effectiveness. This Seventh Amendment shall become effective upon its
execution and delivery by the respective parties hereto.
8. Entire Agreement. THE CREDIT AGREEMENT AS AMENDED REPRESENTS 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.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement under
seal as of the date first set forth above.
THE BORROWERS:
GENZYME TRANSGENICS
CORPORATION
By: /s/ John B. Green
Name: John B. Green
Title: Vice President
Address of the Parent:
One Mountain Road
Framingham, MA 01701
Tel: (508) 872-8400
Fax: (508) 872-0827
TSI CORPORATION
By: /s/ John B. Green
Title: Vice President
TSI MASON LABORATORIES INC.
By: /s/ John B. Green
Title: Vice President
TSI WASHINGTON
LABORATORIES, INC.
By: /s/ John B. Green
Title: Vice President
TSI REDFIELD LABORATORIES, INC.
By: /s/ John B. Green
Title: Vice President
ARGUS RESEARCH LABORATORIES, INC.
By: /s/ John B. Green
Title: Vice President
TRANSGENIC INVESTMENTS, INC.
By: /s/ John B. Green
Title: Vice President
HEALTH AND SCIENCES
RESEARCH INCORPORATED
By: /s/ John B. Green
Title: Vice President
THE TSI CENTER FOR DIAGNOSTIC
PRODUCTS, INC.
By: /s/ John B. Green
Title: Vice President
BIODEVELOPMENT LABORATORIES, INC.
By: /s/ John B. Green
Title: Vice President
THE BANK:
BANKBOSTON, N.A. (formerly known as The
First National Bank of Boston)
By: /s/ Walter J. Marullo
Name:Walter J. Marullo
Title: Vice President
Address:
100 Federal Street
Boston, MA 02110
Tel: 617-434-5462
Fax: 617-434-0819
ACCEPTED AND AGREED TO BY:
The Guarantor
GENZYME CORPORATION
By: /s/ Evan Lebson
Title: Vice President and Treasurer