EXHIBIT 10.32.3
SECOND AMENDMENT TO
TERM LOAN AGREEMENT
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this "Second
Amendment") is made and entered into as of the 1st day of October, 1996, by
and between GENZYME TRANSGENICS CORPORATION, a Massachusetts corporation
having its principal place of business at One Mountain Road, Framingham,
Massachusetts 01701 (the "Borrower"), 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 Borrower and the Bank entered into a Term Loan
Agreement dated as of December 15, 1995, as amended by the First Amendment to
Term Loan Agreement dated as of March 29, 1996 (as further amended and in
effect from time to time, the "Credit Agreement") pursuant to which the Bank
extended credit to the Borrower on the terms set forth therein;
WHEREAS, the Bank and the Borrower 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 Term Loan Agreement. The following new
subsection (ix) is added to Section 7.2(a) of the Credit Agreement:
"and (ix) Indebtedness of TSI Corporation to Financing for
Science International, Inc. 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.; provided that the aggregate outstanding amount of all such
Indebtedness shall not exceed $5,200,000."
3. 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 Second 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 Second Amendment. By executing this Second 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 Second Amendment.
4. GOVERNING LAW.
THIS SECOND 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.
5. Counterparts. This Second 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.
6. Effectiveness. This Second Amendment shall become effective
upon its execution and delivery by the respective parties hereto.
7. 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 October 1, 1996.
THE BORROWER:
GENZYME TRANSGENICS CORPORATION
By: /s/ John B. Green
------------------------------
Name: John B. Green
Title: Vice President
Address of the Borrower:
One Mountain Road
Framingham, MA 01701
Tel: (508) 872-8400
Fax: (508) 872-0827
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
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ACCEPTED AND AGREED
TO BY:
The Guarantor:
GENZYME CORPORATION
By: /s/ Evan M. Lebson
-----------------------
Title: Vice President, Treasurer
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