EXHIBIT 10.27.5
FOURTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Fourth
Amendment") is made and entered into as of the 1st day of October, 1996, 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, and the Third
Amendment to Revolving Credit 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 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 Credit Agreement.
The following new subsection (ix) is added to Section 8.2(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 Fourth 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 Fourth Amendment. By executing this Fourth
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 Fourth Amendment.
4. GOVERNING LAW.
THIS FOURTH 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 Fourth 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 Fourth 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 BORROWERS:
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
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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