EXHIBIT 10.27.7
SIXTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Sixth
Amendment") is made and entered into as of the seventeenth day of March,
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 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
and the Fifth Amendment to Revolving Credit Agreement dated as of February
21, 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 1.1. The definition of "Maturity Date"
appearing in Section 1.1 of the Credit Agreement is hereby deleted in its
entirety and the following substituted in place thereof:
"Maturity Date. March 31, 1999, or any later date to which
such date may be extended pursuant to Section 2.5 hereof."
3. Amendment to Section 2.2. The first sentence of Section 2.2
of the Credit Agreement is hereby amended by deleting the phrase "the
Eurodollar Rate plus three quarters of one percent (3/4%)," appearing therein
and substituting the phrase "the Eurodollar Rate plus one half of one percent
(1/2%)," in place thereof.
4. Amendment to Section 2.5. Section 2.5 of the Credit
Agreement is hereby deleted in its entirety and the following substituted in
place thereof:
"Extension of Maturity Date. At least sixty (60) days but not
more than ninety (90) days prior to (i) March 31, 1998 and
(ii) March 31 of any year thereafter, the Borrowers may request in
writing that the Maturity Date be extended for an additional one
year period beyond the then-applicable Maturity Date. Not later
than thirty (30) days after the date of the Borrowers' request, the
Bank will notify the Borrowers whether, in its sole discretion, it
is willing to consent to such one-year extension. If the Bank
shall agree to extend the Maturity Date, then this Agreement shall
be deemed to be amended to reflect such extension and all the terms
and conditions hereof shall continue in full force and effect
during such extended period."
5. 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 Sixth 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 Sixth Amendment. By executing this Sixth 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 Sixth Amendment.
6. GOVERNING LAW.
THIS SIXTH 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.
7. Counterparts. This Sixth 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.
8. Effectiveness. This Sixth Amendment shall become effective
upon its execution and delivery by the respective parties hereto.
9. 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.
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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
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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
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BIODEVELOPMENT LABORATORIES, INC.
By: /s/ John B. Green
----------------------------
Title: Vice President
THE BANK:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Elizabeth C. Everett
----------------------------
Name: Elizabeth C. Everett
Title: Vice President
Address:
100 Federal Street
Boston, MA 02110
Tel: 617-434-2318
Fax: 617-434-0819
ACCEPTED AND AGREED
TO BY:
The Guarantor:
GENZYME CORPORATION
By: /s/ Evan M. Lebson
--------------------------------
Title: Vice President and Treasurer
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