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EXHIBIT 10.7
MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement No. S7020, dated November 19, 1998
FINOVA TECHNOLOGY FINANCE, INC. ("we," "us" or "FINOVA") is willing to make a
loan (the "Loan") to ANTIGENICS, LLC ("you" or "Borrower") under the terms and
conditions contained in this Master Loan and Security Agreement (this "Master
Agreement"). The Loan will be secured by the Collateral described in any
schedule to this Agreement (a "Schedule"). The Collateral also includes any
replacement parts, additions and accessories that you may add to the Collateral,
as well as any proceeds of sale, lease or rental of the Collateral. We may treat
any Schedule as a separate loan and security agreement containing all of the
provisions of this Loan and Security Agreement.
1. THE CREDIT
We may make the Loan in more than one advance (an "Advance", each of which shall
be evidenced by a "Schedule"). All of the Schedules, taken together, will make
up the Loan. We will only make the Loan to you if all the conditions in this
Master Agreement have been met to our satisfaction. We will rely on your
representations and warranties, contained in this Master Agreement, in making
the Loan. The terms of this Agreement will each apply to the Loan.
- USE OF PROCEEDS. You will use the proceeds of the Loan to pay for the
Collateral. We may pay the Supplier (whom you have chosen) of the
Collateral directly from the Loan proceeds. The Supplier will deliver the
Collateral to you at your expense. You will properly install the
Collateral at your expense at the location(s) indicated in the Schedule.
If you have already paid for the Collateral, we will pay the Loan proceeds
to you or to another person that you may designate in writing.
- NOTES. Your obligation to repay the Loan and to pay interest on the Loan
will be evidenced by Notes. Each Note will be dated the date of the
Schedule to which the Advance evidenced by the Note is related.
- TERM. The Term of each Schedule (and the related Advance) begins upon the
date that we make payment for the Collateral covered under each Schedule
(the "Closing Date"). The Term continues until you fully perform all of
your obligations under this Agreement and each Schedule and the related
Note(s) If the Collateral is not delivered, installed and accepted by you
by the date indicated in the Schedule, we may terminate this Agreement and
the Schedule as to the Collateral that was not delivered, installed and
accepted by giving you 10 days written notice of termination.
- LOAN ACCOUNT. We will keep a loan account on our books and records (which
are computerized) for the Loan. We will record all payments of principal
and interest in the loan account. Unless the entries in the loan account
are clearly in error, the loan account will definitively indicate the
outstanding principal balance and accrued interest on the Loan. We may
send you loan account statements from time to time or upon your request.
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- PAYMENTS. The scheduled loan payments (the "Payments") are indicated on
the Schedule. The Payments are payable periodically as specified on the
Schedule from time to time (for example, monthly). The Schedule also
indicates whether the Payments are payable "in advance" or "in arrears."
You agree that you owe us the total of all of these Payments over the Term
of the Schedule.
- FIRST PAYMENT. The first Payment is due at the beginning of the Term or at
a later date that we agree to in writing. Subsequent Payments are due on
the thirtieth day of each successive period (except the next following
period if Payments are payable in arrears) until you pay us in full all of
the Payments and any other charges or expenses you owe us.
- INTEREST. Prior to maturity of a Schedule, you will pay us interest on
each Schedule at the Interest Rate indicated in the Schedule. "Maturity"
means the scheduled maturity or any earlier date on which we accelerate
the Loan. The Payment amount indicated in the Schedule includes interest
at this Interest Rate. Interest is calculated in advance using a year of
360 days with twelve months of 30 days.
- DEFAULT INTEREST RATE. After Maturity of the Loan you will pay us interest
at a rate of four (4%) percent per year above the Interest Rate. This is
referred to as the "Default Rate."
- INTERIM PAYMENT. If an Advance is made on a day other than the thirtieth
or thirty-first day of a period, you will also pay us an interim Payment
on the first Payment date. The interim Payment will be for the period from
the beginning of the Term until the twenty-ninth day of the period in
which the Advance is made, unless the Advance is made on the thirty-first
day of a period. If the Advance is made on the thirty-first day of a
period, the interim Payment will be for the period from the beginning of
the Term through and including the twenty-ninth day of the next following
period. The Interim Payment will be calculated the same way as the regular
Payments but pro rata on a daily basis for the number of days for which
the interim Payment is due.
- USURY. You and we intend to obey the law. If the Interest Rate charged
would exceed the maximum legal rate, you will only have to pay the maximum
legal rate. You do not have to pay any excess interest over and above the
maximum legal rate of interest. However, if it later becomes legal for you
to pay all or part of any excess interest, you will then pay it to us upon
our request.
- PAYMENT DETAILS. You will make all payments due under this Master
Agreement by 12:00 P.M., Connecticut time, on the day they are due. You
will make all payments in US Dollars (US$) in immediately available funds.
We do not have to make or give "presentment, demand, protest or notice" to
get paid. You waive "presentment, demand, protest and notice."
- APPLICATION OF PAYMENTS. Each payment under this Master Agreement is to be
applied in the following order: first, to any fees, costs, expenses and
charges you may owe us; second, to any interest due; and third to the
principal balance.
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- PREPAYMENT. You may not prepay the Loan, in whole or in part, unless this
is specifically permitted by Exhibit A to this Agreement. If prepayment is
permitted by Exhibit A to this Master Agreement, you will give us at least
30 days advance written notice of prepayment. You will pay us the
prepayment premium indicated in the Schedule(s). You will also pay us all
accrued and unpaid interest through the date of prepayment, as well as all
outstanding fees, costs, expenses and charges then due. Of course, you
will also pay the entire outstanding principal balance of the Loan. Once
you give us a notice of prepayment, that notice is final and irrevocable.
If we accelerate the Loan following an Event of Default, you will also owe
us a prepayment premium calculated as if the Loan were prepaid on the date
of acceleration. If no prepayment is permitted, the premium due upon
acceleration will be five (5%) percent of the outstanding principal
balance.
- YOUR OBLIGATION TO PAY US ALL PAYMENTS IS ABSOLUTE AND UNCONDITIONAL. YOU
ARE NOT EXCUSED FROM MAKING THE PAYMENTS, IN FULL, FOR ANY REASON. YOU
AGREE THAT YOU HAVE NO DEFENSE FOR FAILURE TO MAKE THE PAYMENTS AND YOU
WILL NOT MAKE ANY COUNTERCLAIMS OR SETOFFS TO AVOID MAKING THE PAYMENTS.
2. SECURITY INTEREST
- You grant us a security interest in the Collateral. The Collateral secures
the full and timely payment and performance of all of your obligations to
us and to FINOVA Capital Corporation under this Master Agreement and any
other agreement, loan or lease that you may have with us or FINOVA Capital
Corporation (the "Obligations"). You also grant us a security interest in
any additional collateral identified in any Schedule. Any additional
collateral is considered to be "Collateral" and it secures all of the
Obligations.
- If we request, you will put labels supplied by us stating "PROPERTY OF
FINOVA" on the Collateral where they are clearly visible.
- You give us permission to add to this Master Agreement or any Schedule the
serial numbers and other information about the Collateral.
- You give us permission to file this Master Agreement or a Uniform
Commercial Code financing statement, at your expense, in order to perfect
our security interest in the Collateral. You also give us permission to
sign your name on the Uniform Commercial Code financing statements where
this is permitted by law.
- You will pay our cost to do searches for other filings or judgments
against you or your affiliates. You will also pay any filing, recording or
stamp fees or taxes resulting from filing this Agreement or a Uniform
Commercial Code financing statement. You will also pay our fees in effect
from time to time for documentation, administration and Termination of
this Master Agreement.
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- At your expense, you will defend our first priority security interest in
the Collateral against, and keep the Collateral free of, any legal
process, liens, other security interests, attachments, levies and
executions. You will give us immediate written notice of any legal
process, liens, attachments, levies or executions, and you will indemnify
us against any loss that results to us from these causes.
- You will notify us at least 15 days before you change the address of your
principal executive office.
- You will promptly sign and return additional documents that we may request
in order to protect our first priority security interest in the
Collateral.
- The Collateral is personal property and will remain personal property. You
will not incorporate it into real estate and will not do anything that
will cause the Collateral to become part of real estate or a fixture.
3. CONDITIONS OF LENDING
- See our Commitment Letter to you dated November 16, 1998, which you and we
consider to be a part of this Master Agreement. The terms and conditions
of the Commitment Letter continued following the making of the first
Advance. However, if there is a conflict between the terms and conditions
of this Master Agreement, any schedule or any Note and the terms and
conditions of the Commitment Letter, then you and we agree that the terms
and conditions of this Agreement, the Schedules and the Notes control over
the Commitment Letter terms and conditions.
- Before we disburse any proceeds of any Advance, we also require the
following:
* That no payment is past due to us under any other agreement, loan or lease
that you or any guarantor have with us or with FINOVA Capital Corporation.
* That we have received all the documents we requested, including the signed
Schedule, Note and Delivery and Acceptance Certificate.
* that there has been no material adverse change in your financial
condition, business, operations or prospects, or that of any guarantor,
from the financial condition that you disclosed to us in your application
for credit.
4. REPRESENTATIONS AND WARRANTIES
You represent and warrant to us as follows:
- All financial information and other information that you or any guarantor
have given us is true and complete. You or any guarantor have not failed
to tell us anything that would make the financial information misleading.
There has been no material adverse change in your financial condition,
business, operations or prospects, or the financial condition of any
guarantor, or the financial condition of any guarantor, from the financial
condition that you disclosed to us in your application for credit.
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- You have supplied us with information about the Collateral. You promise to
us that the amount of our Advance as to each item of Collateral is no more
than the fair and usual price for this kind of Collateral, taking into
account any discounts, rebates and allowances that you or any affiliate of
yours may have given for the Collateral.
- You have complied with all "environmental laws" and will continue to
comply with all "environmental laws." No "hazardous substances" are used,
generated, treated, stored or disposed of by you or at your properties
except in compliance with all environmental laws. "Environmental laws"
mean all federal, state or local environmental laws and regulations,
including the following laws: CERCLA, RCRA, Hazardous Materials Transport
Act and The Federal Water Pollution Control Act. "Hazardous substances"
means all hazardous or toxic wastes, materials or substances, as defined
in the environmental laws, as well as oil, flammable substances, asbestos
that is or could become friable, urea formaldehyde insulation,
polychlorinated biphenyls and radon gas.
- You have taken all action necessary including but not limited to due
inquiry and due diligence to assure that there will be no material adverse
change to your business by reason of the advent of the year 2000,
including without limitation that all computer-based systems, embedded
microchips and other processing capabilities effectively recognize and
process dates after April 1, 1999.
5. COVENANTS
You agree to do the following things (or not to do the following things if so
stated) until full payment of all amounts due to us under this Agreement, the
Schedules and the Notes:
CARE, USE, LOCATION AND ALTERATION OF THE COLLATERAL
- You will make sure that the Collateral is maintained in good operating
condition, and that it is serviced, repaired and overhauled when this is
necessary to keep the Collateral in good operating condition. All
maintenance must be done according to the Supplier's or Manufacturer's
requirements or recommendations. All maintenance must also comply with any
legal or regulatory requirements.
- You will maintain service logs for the Collateral and permit us to inspect
the Collateral, the service logs and service reports. You give us
permission to make copies of the service logs and service reports.
- We will give you prior notice if we, or our agent, want to inspect the
Collateral or the service logs or service reports. We may inspect it
during regular business hours. You will pay our travel, meals and lodging
costs to inspect the Collateral, but only for one inspection ear. If we
find during an inspection that you are not complying with this Master
Agreement, you will pay our travel, meals and lodging costs, our salary
costs, and the costs and fees of our agents for reinspection. You will
promptly cure any problems with the Collateral that are discovered during
our inspection.
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- You will use the Collateral only for business purposes. You will obey all
legal and regulatory requirements in your use of the Collateral.
- You will make all additions, modifications and improvements to the
Collateral that are required by law or government regulation. Otherwise,
you will not alter the Collateral without our written permission. You will
replace all worn, lost, stolen or destroyed parts of the Collateral with
replacement parts that are as good or better than the original parts. The
new parts will become subject to our security interest upon replacement.
- You will not remove the Collateral from the location indicated in the
Schedule without our written permission.
YEAR 2000 COMPLIANT
- You shall take all action necessary including but not limited to due
inquiry and due diligence with critical business partners to assure that
there will be no material adverse change to your business by reason of the
advent of the year 2000, including without limitation that all
computer-based systems, embedded microchips and other processing
capabilities effectively recognize and process dates after April 1, 1999.
At our request, you shall provide to us assurance reasonably acceptable to
us that your computer-based systems, embedded microchips and other
processing capabilities are year 2000 compatible.
RISK OF LOSS
- You have the complete risk of loss or damage to the Collateral. Loss or
damage to the Collateral will not relieve you of your obligation to make
the Payments.
- If any Collateral is lost or damaged, you have two choices (although if
you are in default under this Master Agreement, we and not you will have
the two choices). The choices are:
(1) Repair or replace the damaged or lost Collateral so that, once again, the
Collateral is in good operating condition and we have a perfected first
priority security interest in it.
(2) Pay us the present value (as of the date of payment) of the remaining
Payments. We will calculate the present value using a discount rate of
five (5%) percent per year. Once you have paid us this amount and any
other amount that you may owe us, we will release our security interest in
the damaged or lost Collateral and you (or your insurer) may keep the
Collateral for salvage purposes, on an "AS IS WHERE IS" basis.
INSURANCE
- Until you have made all Payments to us under this Master Agreement, the
Schedules and the Notes, you will keep the Collateral insured. The amount
of insurance, the coverage, and the insurance company must be acceptable
to us.
- If you do not provide us with written evidence of insurance that is
acceptable to us, we may buy the insurance ourselves, at your expense. You
will promptly pay us the cost of this
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insurance. We have no obligation to purchase any insurance. Any insurance
that we purchase will be our insurance, and not yours.
- Insurance proceeds may be used to repair or replace damaged or lost
Collateral or to pay us the present value of the Payments, as provided
above.
- You appoint us as your "attorney-in-fact" to make claims under the
insurance policies, to receive payments under the insurance policies, and
to endorse your name on all documents, checks or drafts relating to
insurance claims for Collateral.
TAXES
- You will pay all sales, use, excise, stamp, documentary and ad valorum
taxes, license, recording and registration fees, assessments, fines,
penalties and similar charges imposed on the ownership, possession, use,
lease or rental of the equipment or on the Loan.
- You will pay all taxes (other than our federal or state net income taxes)
imposed on your or on us regarding the Payments.
- You will reimburse us for any of these taxes that we pay or advance.
- You will file and pay for any personal property taxes on the Collateral.
FINANCIAL STATEMENTS
- During the Term you will promptly give copies of any filings you make with
the Securities and Exchange Commission (SEC). You and any guarantor will
also provide us with the following financial statements:
* Quarterly balance sheet and statements of earnings and cash flow - within
45 days after the end of your first three fiscal quarters in each fiscal
year. These will be certified by the chief financial officer. You will
also deliver to us, together with your quarterly financial statements, a
certificate executed by your chief financial officer, to the effect that
since the date of the previous certificate delivered to us, there has been
no default under this Master Agreement or, if the same cannot be so
certified, the reasons surrounding the same.
* Annual balance sheet and statements of earnings and cash flow - within 90
days after the end of each fiscal year. These will be audited by
independent auditors acceptable to FINOVA. Their audit report must be
unqualified.
These financial statements will be prepared according to generally accepted
accounting principles, consistently applied.
All financial statements and Sec filings that you or any guarantor provide us
will be true and complete. They will not fail to tell us anything that would
make them misleading.
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6. DEFAULTS
You are in default if any of the following happens:
- You do not pay us, when it is due or within seven (7) days thereafter, any
payment or other payment that you owe us under this Master Agreement, any
Schedule, Note or that you owe us under this Master Agreement, any
Schedule, Note or that you owe under any other agreement, loan or lease
that you have with us or with FINOVA Capital Corporation.
- Any of the financial information that you give us is not true and complete
in all material respects, or you fail to tell us anything that would make
the financial information misleading in any material respect.
- You do something you are not permitted to do, or you fail to do anything
that is required of you, under this Master Agreement, any schedule or nay
other lease, loan or other financial arrangement that you have with us.
- An event or default occurs for any other lease, loan or obligation of
yours (or any guarantor) that exceeds $50,000.
- You or any guarantor file bankruptcy, or involuntary bankruptcy is filed
against you or any guarantor.
- You or any guarantor are subject to any other insolvency proceeding other
than bankruptcy (for example, a receivership action or an assignment for
the benefit of creditors).
- Without our permission, you or any guarantor sell all or a substantial
part of its assets, merge or consolidate, or a majority of your voting
stock or interests (or any guarantor's voting stock or interests) is
transferred.
- There is a material adverse change in your financial condition, business
or operations, or that of any guarantor, from the condition that you
disclosed to us in your application for credit.
REMEDIES, DEFAULT INTEREST, LATE FEES
If you are in default we may exercise one or more of our "remedies." Each of our
remedies is independent. We may exercise any of our remedies, all of our
remedies or none of our remedies. We may exercise them in any order we choose.
Our exercise of any remedy will not prevent us from exercising any other remedy
or be an "election of remedies." If we do not exercise a remedy, or if we delay
in exercising a remedy, this does not mean that we are forgiving your default or
that we are giving up our right to exercise the remedy. Our remedies allow us to
do one or more of the following:
- "Accelerate" this Loan balance under any or all Notes. This means that we
may require you to immediately pay us all Payments for the entire Term for
any or all Schedules.
- Require you to immediately pay us all amounts that you are required to pay
us for the entire Term of any other agreements, loans or leases that you
have with us.
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- Xxx you for all Payments and other amounts you owe us plus the Prepayment
Premium (see Section 1 above).
- Require you at your expense to assemble the Collateral at a location we
request in the Untied States of America.
Remove and repossess the Collateral from where it is located, without demand or
notice, or make the Collateral inoperable. We have your permission to remove any
physical obstructions to removal of the Collateral. We may also disconnect and
separate all Collateral from other property. No court order, court hearing or
"legal process" will be required for us to repossess the Collateral. You will
not be entitled to any damages resulting form removal or repossession of the
Collateral. We may use, ship, store, repair or lease any Collateral that we
repossess. We may sell any repossessed Collateral at private or public sale. You
give us permission to show the Collateral to buyers at your location free of
charge during normal business hours. If we do this, we do not have to remove the
Collateral from your location. If we repossess the Collateral and sell it we
will give you credit for the net sale price, after subtracting our costs of
repossessing and selling the Collateral. If we rent the Collateral to somebody
else, we will give you credit for the net rent received, after subtracting our
costs of repossessing and renting the Collateral, but the credit will be
discounted to present value using a discount rate equal to the Default Rate. The
credit will be applied against what you owe us under this Master Agreement, the
Schedules, the Notes and any other agreements, loans or leases that you have
with us. If the credit exceeds the amount you owe under this Master Agreement,
the Schedule, the Notes and any other agreements, loans or leases that you have
with us, we will refund the amount of the excess to you.
- Return conditions: Following an Event of Default, at our request you will
return the Collateral, freight and insurance prepaid by you, to us at a
location we request in the United States of America. It will be returned
in good operating condition, as required by Section 5 above. The
Collateral will not be subject to any liens when it is returned. All
advertising insignia will be removed and the finish will be painted or
blended so that nobody can see that advertising insignia used to be there.
* You will pack or crate the Collateral for shipping in the original
containers, or comparable ones. You will do this carefully and follow all
recommendations of the Supplier and the Manufacturer as to packing or
crating.
* You will also return to us the plans, specifications, operating manuals,
software documentation, discs, warranties and other documents furnished by
the Manufacturer or Supplier. You will also return to us all service logs
and service reports, as well as all written materials that you may have
concerning the maintenance and operation of the Collateral.
* At our request, you will provide us with up to 60 days free storage of the
Collateral at your location, and will let us (or our agent) have access to
the Collateral in order to inspect it and sell it.
* You will pay us what it costs us to repair the Collateral if you do not
return it in the required condition.
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You will also pay us for the following:
- All our expenses of enforcing our remedies. This includes all our expenses
to repossess, store, ship, repair and sell the Collateral.
- Our reasonable attorney's fees and expenses.
- Default interest on everything you owe us from the date of your default to
the date on which we are paid in full at the Default Rate.
You realize that the damages we could suffer as a result of your default are
very uncertain. This is why we have agreed with you in advance on the Default
Rate to be used in calculating the payments you will owe us if you default. You
agree that, for these reasons, the payments you will owe us if you default are
"agreed" or "liquidated" damages. You understand that these payments are not
"penalties" or "forfeitures."
LATE FEES. You will pay us a late fee whenever you pay any amount that you owe
us more than ten (10) days after it is due. You will pay the late fee within one
month after the late Payment was originally due. The late fee will be five (5%)
percent of the late Payment. If this exceeds the highest legal amount we can
charge you, you will only be required to pay the highest legal amount. The late
fee is intended to reimburse us for our collection costs that are caused by late
Payment. It is charged in addition to all other amounts you are required to pay
us, including Default Interest.
7. EXPENSES AND INDEMNITIES
PERFORMING YOUR OBLIGATIONS IF YOU DO NOT
- If you do not perform one or more of your obligations under this Master
Agreement or a Schedule or Note, we may perform it for you. We will notify
you in writing at least ten (10) days before we do this. We do not have to
perform any of your obligations for you. If we do choose to perform them,
you will pay us all of our expenses to perform them, you will pay us all
of our expenses to perform the obligations. You will also reimburse us for
any money that we advance to perform your obligations, together with
interest at the Default Rate on that amount. These will be additional
"Payments" that you will owe us and you will pay them at the same time
that your next Payment is due.
- You will indemnify us, defend us and hold us harmless for any and all
claims, expenses and attorney's fees concerning or arising from the
Collateral, this Agreement, or any Schedule or Note, or your breach of any
representation or warranty. It includes any claims concerning the
manufacture, selection, delivery, possession, use, operation or return of
the Collateral.
- This obligation of yours to indemnify us continues even after the Term is
over.
8. MISCELLANEOUS
WE MAY ASSIGN OR GRANT A SECURITY INTEREST IN THIS AGREEMENT, ANY SCHEDULE, ANY
NOTE OR ANY PAYMENTS WITHOUT YOUR PERMISSION. THE
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PERSON TO WHOM WE ASSIGN IS CALLED THE "ASSIGNEE." THE ASSIGNEE WILL NOT HAVE
ANY OF OUR OBLIGATIONS UNDER THIS MASTER AGREEMENT. YOU WILL NOT BE ABLE TO
RAISE ANY DEFENSE, COUNTERCLAIM OR OFFSET AGAINST THE ASSIGNEE.
AFTER ASSIGNMENT YOU MAY "QUIETLY ENJOY" THE USE OF THE COLLATERAL SO LONG AS
YOU ARE NOT IN DEFAULT.
UNLESS YOU RECEIVE OUR WRITTEN PERMISSION, YOU MAY NOT ASSIGN OR TRANSFER YOUR
RIGHTS UNDER THIS MASTER AGREEMENT OR ANY SCHEDULE. YOU ALSO ARE NOT ALLOWED TO
LEASE OR RENT THE COLLATERAL OR LET ANYBODY ELSE USE IT UNLESS WE GIVE YOU OUR
WRITTEN PERMISSION.
WE DID NOT MANUFACTURE OR SUPPLY THE COLLATERAL. WE ARE NOT A DEALER IN THE
COLLATERAL. INSTEAD, YOU CHOSE THE COLLATERAL.
WE DO NOT MAKE ANY WARRANTY AS TO THE COLLATERAL. WE DO NOT MAKE ANY WARRANTY AS
TO "MERCHANTABILITY" OR "SUITABILITY" OR "FITNESS FOR A PARTICULAR PURPOSE" OR
"NONINFRINGEMENT" OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT.
WE WILL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE, OR INJURY TO YOU OR ANYBODY
ELSE AS A RESULT OF ANY DEFECTS, HIDDEN OR OTHERWISE, IN THE COLLATERAL UNDER
"STRICT LIABILITY" LAWS OR ANY OTHER LAWS.
WE WILL NOT BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,
LOSS OF PROFITS OR GOODWILL.
If the Collateral is unsatisfactory, you will continue to pay us all Payments
and other amounts you are required to pay us. You must seek repair or
replacement of the equipment solely from the Manufacturer or Supplier and not
from us. Neither the Manufacturer nor the Supplier is our "agent," so they
cannot speak for us and they are not allowed to make any changes in this Master
Agreement or any Schedule or Note, or give up any of our rights.
ACCEPTANCE BY FINOVA, GOVERNING LAW, JURISDICTION, VENUE, SERVICE OF PROCESS,
WAIVER OF JURY TRIAL.
THIS MASTER AGREEMENT WILL ONLY BE BINDING WHEN WE HAVE ACCEPTED IT IN WRITING.
THIS MASTER AGREEMENT IS GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF
ARIZONA (NOT INCLUDING THE "CHOICE OF LAW" DOCTRINE), THE STATE IN WHICH OUR
OFFICE IS LOCATED IN WHICH FINAL APPROVAL OF THE TERMS OR CONDITIONS OF THIS
MASTER AGREEMENT OCCURRED AND FROM WHICH DISBURSEMENT OF THE LOAN PROCEEDS WILL
BE ORDERED. HOWEVER, IF THIS MASTER AGREEMENT IS UNENFORCEABLE UNDER ARIZONA
LAW. IT
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WILL INSTEAD BE GOVERNED BY THE LAWS OF THE STATE IN WHICH THE COLLATERAL IS
LOCATED.
YOU MAY ONLY XXX US IN A FEDERAL OR STATE COURT THAT IS LOCATED IN MARICOPA
COUNTY, ARIZONA. THIS APPLIES TO ALL LAWSUITS UNDER ALL LEGAL THEORIES,
INCLUDING CONTRACT, TORT AND STRICT LIABILITY. YOU CONSENT TO THE PERSONAL
JURISDICTION OF THESE ARIZONA COURTS. YOU WILL NOT CLAIM THAT MARICOPA COUNTY
ARIZONA, IS AN "INCONVENIENT FORUM" OR THAT IT IS NOT A PROPER "VENUE."
WE MAY XXX YOU IN ANY COURT THAT HAS JURISDICTION. WE MAY SERVE YOU WITH PROCESS
IN A LAWSUIT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO YOUR ADDRESS
INDICATED AFTER YOUR SIGNATURE BELOW.
YOU AND WE EACH WAIVE ANY RIGHT YOU OR WE MAY HAVE TO A JURY TRIAL IN ANY
LAWSUIT BETWEEN YOU AND US.
BOARD MEETINGS. You will provide us with the minutes of the meetings of your
board of directors.
NOTICES. We may give you written notice in person, by mail, by overnight
delivery service, or by fax. Notice will be sent to your address below your
signature. Mail notice will be effective three (3) days after we mail with
prepaid postage to the address stated. Overnight delivery notice requires a
receipt and tracking number. Fax notice requires a receipt from the sending
machine showing that it has been sent to your fax number and received.
You may give us notice the same way that we may give you notice.
This Master Agreement benefits our successors and assigns. This Master Agreement
benefits our successors and assigns. This Master Agreement benefits only those
successors and assigns of yours that we have approved in writing.
This Master Agreement binds your successors and assigns. This Master Agreement
binds only those successors and assigns of ours that clearly assume our
obligations in writing.
TIME IS OF THE ESSENCE OF THIS MASTER AGREEMENT
This Master Agreement, all of the Schedules and the Notes and the Commitment
Letter are together the entire agreement between you and us concerning the
Collateral.
Only an employee of FINOVA who is authorized by corporate resolution or policy
may modify or amend this Loan or any Schedule or Note on our behalf, an this
must be in writing. Only he or she may give up any of our rights, and this must
be in writing. If more than one person is the Borrower under this Agreement,
then each of you is jointly an severally liable for your obligations under this
Master Agreement.
This Master Agreement is only for your benefit and for our benefit, as well as
our successors and assigns. It is not intended to benefit any other person.
-12-
13
If any provision in this Master Agreement is unenforceable, then that provision
must be deleted. Only unenforceable provisions are to be deleted. The rest of
this Master Loan Agreement will remain as written.
PUBLICITY. We may make press releases and publish a tombstone announcing this
transaction and its total amount. You may not publicize this transaction in any
way without our prior written consent.
LENDER: BORROWER:
FINOVA TECHNOLOGY FINANCE, INC. ANTIGENICS, LLC
00 XXXXXXXXX XXXXX 000 XXXXX XXXXXX, XXXXX 0000
XXXXXXXXXX, XX 00000-0000 XXX XXXX, XX 00000
BY: /s/ Xxxxx X. Mischitto BY: /s/ Xxxx Xxxxx
------------------------------- --------------------------------------
PRINTED NAME: Xxxxx X. Mischitto PRINTED NAME: Xxxx X. Xxxxx
TITLE: Director, Contract TITLE: Chairman of the Board of Managers
Administration and Chief Executive Officer
----------------------------- -----------------------------------
FAX NUMBER: (000) 000-0000 Taxpayer ID# 00-0000000
-----------------------------
DATE ACCEPTED: December 8, 1998 FAX NUMBER: (000) 000-0000
--------------------- ------------------------------
DATED: December 4, 1998
-----------------------------------
-13-
00
XXXXX XX XXX XXXX
XXXXXX XX XXX XXXX
I acknowledge that Xxxx Xxxxx, who stated that he/she/ is
_______________ of the Borrower named above, signed this Master Loan and
Security Agreement in my presence today: December 4, 1998. He/She acknowledged
to me that his/her signature on this Master Loan and Security Agreement was
authorized by a valid resolution or other valid authorization from Borrower's
board of Directors or other governing body.
/s/ Xxxxxxxx Xxxx
-----------------------------------
Notary Public
[SEAL]
Xxxxxxxx Xxxx
Notary Public, State of New York
No. 01BA5042457
Qualified in Westchester County
Commission Expires April 24, 1999
-14-
15
Exhibit A
THERE SHALL BE NO PREPAYMENT ALLOWED UNDER THIS MASTER AGREEMENT.
-15-
16
PROMISSORY NOTE NO. 1
$935,745.00 December 30, 1998
ANTIGENICS, LLC ("you") promise to pay to the order of FINOVA TECHNOLOGY
FINANCE, INC. ("we," "us" or "FINOVA") the principal amount of Nine Hundred
Thirty-Five Thousand, Seven Hundred Forty-Five and 00/100 Dollars ($935,745.00),
together with interest on the unpaid principal balance at the interest rate per
annum and on the dates and as otherwise provided in the "Master Agreement" and
"Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing All payments will be made in immediately available funds.
This Note is secured by a Master Loan and Security Agreement dated November 19,
1998 (the "Master Agreement"), between you and FINOVA, and by the Collateral and
other collateral listed in the attached Schedule (the "Schedule"), dated the
same date as this Note. This Note may be accelerated by us upon a payment
default or upon another default under the Master Agreement.
TIME IS OF THE ESSENCE.
If you do not make a payment when it is due, you will also pay us a late charge
of ten (10%) of the amount past due. Your interest rate will be increased by 4%
per annum, over and above your regular interest rate if payment is not made at
the scheduled or accelerated Maturity of this Note. You will also pay all of our
costs of collection, including our reasonable attorney's fees and expenses. If
we accelerate this Note, you will also owe a prepayment premium, as set forth in
Exhibit A to the Master Agreement.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED AND FROM
WHICH THE ORDER TO PAY THE LOAN FUNDS WAS MADE. YOU CONSENT TO THE JURISDICTION
OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU WAIVE TRIAL
BY JURY.
17
You represent to us that the proceeds of the loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ANTIGENICS, LLC. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
-------------------------------------
Name Xxxx Xxxxx
-----------------------------------
Title CEO
----------------------------------
Date 12/18/98 /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
[Assistant] Secretary
FTF Promissory Note & Schedule
18
SCHEDULE NO. 1 TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
Schedule No. 1, dated December 30, 1998, (this "Schedule") to MASTER LOAN AND
SECURITY AGREEMENT dated as of November 19, 1998 (the "Master Agreement")
between ANTIGENICS, LLC, a Delaware limited liability corporation with its
executive office and principal place of business at 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 ("you"), and FINOVA TECHNOLOGY FINANCE, INC., a
Delaware corporation with its executive office and principal place of business
at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000 ("we," "us", or
"FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing Nine Hundred Thirty-Five
Thousand, Seven Hundred Forty-Five and 00/100 Dollars ($935,745.00) from us.
This borrowing is evidenced by your promissory note dated the same date as this
Schedule in the amount of $935,745.00 (the "Note") to which this Schedule is
attached.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the Loan,
together with interest at the interest rate, in forty-three (43) consecutive
monthly payments of principal and interest as follows: forty-two (42) monthly
payments each in the amount of $26,083.89, followed by one (1) final monthly
payment in the amount of $93,574.50 (the "Final Payment"). These payments will
be adjusted on the date we make the Loan to you as set forth in Paragraph 3.
The first monthly payment of principal and interest will be due on the thirtieth
(30th) day of the month that we make the Loan to you. The remaining payments
will continue on the same day in each and every month thereafter through and
including the date upon which the Final Payment is scheduled to be due (the
"Maturity Date"). Any remaining amount that you owe us is due on the "Maturity
Date."
If the date we make the Loan to you is not the thirtieth (30th) or the
thirty-first (31st) day of the month, you will pay, on the thirtieth (30th) day
of the month in which we make the Loan to you (in the case of making the Loan
the 30% interest only, at the interest rate, from the date we make the Loan to
you to the twenty-ninth (29th) day of the same month.
If the date we make the Loan to you is the thirty-first (31st), you will pay
interest at the interest rate, from the date we make the Loan to you to the
twenty-ninth (29th) day of the next following month.
3. INTEREST: INDEXING. The interest rate in your payments shown above is
calculated at your regular rate of 9.20% per annum plus an "Index Rate," of
4.41%. The Index Rate means the highest yield, as published in THE WALL STREET
JOURNAL of three-year United States Treasury Notes. Two-business days prior to
the date we make the Loan to you, we will read THE WALL STREET JOURNAL to
determine the final Index Rate. If the Index Rate is not published in THE WALL
19
STREET JOURNAL, we will determine it from another reliable source. We will
increase or decrease the payments set forth above in Paragraph 2 to reflect any
increase or decrease in the Index Rate. We will give you notice of any increase
as soon as we can. You will pay the increased payments unless we have made an
obvious mistake in our calculations. Interest is calculated in advance using a
360-day year of twelve 30-day months.
4. PURPOSE OF LOAN: Security Interest. You are making this borrowing to finance
(or refinance) your purchase of the collateral described in the attached
Schedule A to this Schedule, which you and we refer to as the "Collateral." You
grant us a security interest in the Collateral, as well as any additions,
omissions, substitutions and proceeds of the Collateral. You also grant us a
security interest in any leases and rentals of the Collateral. This security
interest secures the Note. It also secures the full and timely payment and
performance of all of your other obligations to us and to FINOVA Capital
Corporation under the Master Agreement and any other agreement, loan or lease
that you may have with us or FINOVA Capital Corporation.
5. COLLATERAL ACCEPTANCE DATE. The Collateral shall be delivered, installed and
accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are made a part
of this Schedule as if repeated in this Schedule. Any declaration of default
under the Master Agreement is a default under this Schedule and permits us to
exercise all remedies provided by the Master Agreement.
ANTIGENICS, LLC ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
------------------------------ /s/ Xxxxxxx Xxxx
Name Xxxx Xxxxx ------------------------------
------------------------------ [Assistant] Secretary
Title CEO
------------------------------
Date 12/18/98
------------------------------
20
SCHEDULE A TO SCHEDULE NO. 1
Collateral Description Below: EQUIPMENT
REFERENCE# VENDOR COLLATERAL DESCRIPTION INVOICE # COST TAX FREIGHT TOTAL CHECK#
---------- ------ ---------------------- --------- ---- --- ------- ----- ------
PURCHASES FROM OCT 1, 1997 TO DEC. 31, 1997
1 Micron 2-Micron Computer ATO 1555179 $ 5,874.00 $ 99.00 $ 5,973.00 2008
2 Micron Computer Equipment 1508072 $ 5,396.00 $270.00 $ 5,666.00 2008
3 Pace Windows NT Workstation 981318 $ 1,889.00 $ 1,889.00 2036
4 Pace Laserjet 4000T 981567 $ 1,973.00 $ 23.00 $ 1,996.00 2036
5 Comdisco Misc Lab Equipment: 11520 $ 45,000.00 $ 45,000.00 2104
Glass Washer, Cage Washer
Autoclave Irradiator, Fume Hoods
Biosafety Cabinets
6 Pharmacia Biotech Phastsystem 00151 $ 9,599.00 $ 48.00 $ 9,647.00 1784
8 Micron Computer equipment 1550021 $ 2,797.00 $140.00 $ 99.00 $ 3,036.00 2008
9 Pace Memory Laserjet 4000T 981490 $ 1,278.00 $ 1,278.00 2011
10 Pace Memory MS Project 98 and misc. computer 981468 $ 4,050.00 $ 4,050.00 3118 and 2011
11 Pace Memory Proliant 2500R Proc 980526 $ 3,216.00
Tigerswitch SMC 8PT $ 1,415.00 $100.00 $ 4,731.00 1915
12 Pace Memory 3-Proliant 2500R Servers 980299 $ 17,175.00
3-Compaq RPS 980299 $ 4,170.00
3-Smart Array 2/P Cont 980299 $ 6,300.00
other misc. computer equipment 980299 $ 72,350.00 $ 99,995.00 1882
13 Micron Micron Computer System ATO Model 1513342 $ 4,082.00 $ 4,082.00 2008
BOM Serial# 1075374-0001
14 VWR Lab equipment 42593290 $ 1,570.00 $ 1,570.00 1988
15 Rittal Shelving 570867 $ 1,146.00 $108.00 $185.00 $ 1,439.00 1858
16 Rittal Air Conditioners 571155 $ 4,173.00 $332.00 $ 83.00 $ 4,588.00 1858
SUB-TOTAL $193,453.00 $850.00 $637.00 $194,940.00
--------- ----------- ------- ------- -----------
1
21
SCHEDULE A TO SCHEDULE NO. 1
Collateral Description Below: EQUIPMENT
REFERENCE# VENDOR COLLATERAL DESCRIPTION INVOICE# COST TAX FREIGHT TOTAL CHECK#
---------- ------ ---------------------- -------- ---- --- ------- ----- ------
PURCHASES FROM JAN. 1, 1998 - SEPT. 30, 1998
1 MBS MS Exchange Server 982059 $ 3,225.00 $ 3,225.00 2313
2 MBS Cheyenne Protector 981786 $ 1,393.00
MBS Inoculan V4.0 for XX 000000 $ 2,168.00
MBS Cheyenne Inoculan 981786 $ 345.00 $ 3,906.00 2313
2A Xxxxxx Materials/Labor/Installation $ 4,375.00 $ 4,375.00 1893 & 2095
3 Immulogic Lab Equipment $78,000.00 $78,000.00 2480
4 PC Connection ThinkPad 600 694254 $ 2,924.00 $ 20.00 $ 2,944.00 2599
5 Teracom Partners Computer Equipment $16,201.00 $1,337.00 $17,538.00 wire
5A Teracom Partners Computer Equipment $65,877.00 $5,434.00 $71,311.00 wire
0 Xxxxxx Xxxxx XXX/XXX Xxxx Xxxxx 00000 $ 2,194.00 $ 37.00 $ 2,231.00 2731
7 BIO-RAD Capacitance Ext Plus 1346723 $ 1,525.00 $ 30.00 $ 1,555.00 2732
8A Allentown Caging Animal Cages 18222 $ 3,140.00 $ 66.00 $ 3,206.00 2198
8B 18413 $ 1,922.00 $ 1,922.00 2092
8C 18413 $ 1,346.00 $116.00 $ 1,462.00 2291
9 Xxxx Xxxxxx Ultrasonic Cleaner 3349284 $ 1,028.00 $ 13.00 $ 1,041.00 2577
10 Xxxx Xxxxxx Drive, MFLEX 3339545 $ 1,015.00 $ 9.00 $ 1,024.00 2577
11 Lab Research 2 Chromatography Refrigerators 225 $ 5,768.00 $436.00
Products
Lab Research 2 Chromatography Masts 225 $ 202.00 $ 6,406.00 2591
Products
12 Lab Research Chromatography Refrigerator 214 $ 2,884.00 $180.00
Products
Lab Research Chromatography Mast 214 $ 101.00 $ 3,165.00 2459
Products
13 Optical Analysis CH30-1 set 980520 $ 1,538.00 $ 1,538.00 2681
Corp.
14 Optical Analysis CK2 Microscope Stand 980521 $ 1,641.00 $ 1,641.00 2681
Corp.
15 Optical Analysis BH-TR30 Tri Tube/Eyepiece/Phase 980581 $ 959.00 $ 959.00 2681
Corp. ach 10x
2
22
SCHEDULE A TO SCHEDULE NO. 1
Collateral Description Below: EQUIPMENT
REFERENCE# VENDOR COLLATERAL DESCRIPTION INVOICE # COST TAX FREIGHT TOTAL CHECK #
---------- ------ ---------------------- --------- ---- --- ------- ----- -------
16 Optical Analysis Phase Ach 20x/Plan OBJ. for CK2 980582 $ 1,045.00 $ 1,045.00 2681
Corp.
17 Optical Analysis CK 2 various attachments 980583 $ 1,015.00 $ 1,015.00 2681
Corp.
18 Micron Computer Equipment 1689535 $ 4,994.00 $250.00 $130.00 $ 5,374.00 2170
19 MBS Laserjet 4000T 984165 $ 2,540.00
MBS Deskjet 670C 984165 $ 200.00 $ 2,740.00 2212
20 VWR Balance TPLD 310G x 1MG 4589440 $ 1,346.00 $ 1,346.00 2118
21 VWR Orion Research ZZMFG meter 42593300 $ 2,727.00 $ 2,727.00 2184
22 VWR Shaker, Reciprocal, BNCHTOP 55506770 $ 1,088.00 $ 1,088.00 2657
115V
23 VWR Balance TPLD 310G x 1MG 55507440 $ 1,346.00 $ 1,346.00 2657
24 Xxxxxxxx XxXxxxxx Tissue Chopper, 110V 300127 $ 2,425.00 $ 2,425.00 2629
25 Dell 5 Dell P6266 160365540 $ 11,765.00 $588.00 $ 12,353.00 2581
26 Sorvall 3 centrifuges and rotors SLS/ $189,026.00 $2,850.00 $191,876.00 2181
97014474
27 Hydro 4 Picosystems plus picopure and W18799 $ 14,643.00 $ 14,643.00 2277
monitor
00 Xxxxxxxx Xxxxx XXX Xxxxxxx XX Xxxxxxxxxx 00000 $ 19,125.00 $ 19,125.00 2264
2119
29 Comdisco 3 Lab products 6 door cage rack 11650 $ 13,835.00
and ice maker 11649 $ 13,835.00 $ 27,670.00 2483
30 Comdisco Virtis VirTishear Homogenizer 11758 and $ 1,025.00
11757
Comdisco Savant SFR-11K Micro centrifuge 11759 and $ 2,200.00
11757
Comdisco Forma 3326 CO2 incubator 11760 and $ 4,500.00
11757
Comdisco NuAire 2700 IR GO2 Incubator 11761 and $ 4,700.00 2359
11757
Comdisco Becton FacScan flow Cytometer 11762 and $ 58,950.00 $ 71,375.00 2450
11757
31 Comdisco Various-balance, 12110 $ 4,062.00 $ 4,062.00 2578
microcentrifuge ph meter, etc.
32 12151 $ 4,063.00 $ 4,063.00 2931
33 Lunaire L34HV72 Depyprogenating Lab 1010787A $ 6,544.00 $ 6,544.00 2312
34 Biorad Mini-Transilluminator, 120V 1330378 $ 1,750.00 $55.00 $ 1,805.00 2414
3
23
SCHEDULE A TO SCHEDULE NO. 1
Collateral Description Below: EQUIPMENT
REFERENCE# VENDOR COLLATERAL DESCRIPTION INVOICE # COST TAX FREIGHT TOTAL CHECK #
---------- ------ ---------------------- --------- ---- --- ------- ----- -------
35 Cryosafe #SSBA 1 Liquid Nitrogen Auto- 472 $ 6,990.00
Fill Tank
Cryosafe #A1-13RP Complete Inventory 472 $ 2,679.00 $ 345.00 $10,014.00 2485
System
00 Xxxxxxxx 0 -00 Xxxxxxxx 0000 $ 30,565.00 $ 30,565.00 2477
37 Teracom Partners Computer Equipment $ 16,201.00 $ 16,201.00 Wire
38 VWR Balance Analytical 110Gx0.1 MG 45670151 $ 2,021.00 $ 2,021.00 2184
39 Lunaire 2 Depyrogenating Lab Ovens 1010787B $ 13,088.00 $ 13,088.00 2952
40 Biorad MDL 1575 Washer 1416951 $ 5,396.00 $ 54.00 $ 5,450.00 3067
41 The Xxxxx Company Biosafety Cabinet 3519 $ 7,062.00 $ 295.00 $ 7,357.00 2854
42 Dell Computers 2 -P6266 GXI/MT+Base (66MHz FSB) 170894984 $ 3,908.00 $ 195.00 $ 4,103.00 2877
43 Polar Tap, Inc. Cold Plate Prototype $ 2,950.00 $ 148.00 $ 71.00 $ 3,169.00 2866
44 Xxxxxxx'x File Cabinets 16953 $ 2,459.00 $ 203.00 $ 2,662.00 2692
Xxxxxxx'x File Cabinets 134385 $ 162.00 $ 162.00 2902
45 American Express Guinea Pig Feeders $ 1,658.00 $ 1,658.00
00 Xxxx Xxxxxxxxx X0000 XXX/XXxXxxx (00XXx XXX) 170235832 $ 2,363.00 $ 118.00 $ 2,481.00 2937
47 Dell Computers 2 -P6266 GXI/MT+Base (66MHz FSB) 170903389 $ 4,158.00 $ 343,00 $ 4,501.00 2877
SUB-TOTAL $670,018.00 $8,616.00 $ 4,869.00 $683,503.00
--------- ----------- --------- ---------- -----------
PURCHASES FROM OCT 1, 1998 - DEC 8, 1998
2 Xxxxxx.Xx (1) Sharp Aticus P233 Laptop American $ 3,709.00 $ 3,709.00 3374
Express
6 Xxxxxx.Xx (3) Sharp Aticus.P233MMX Laptops Xxxxx $ 8,334.00 $688.00 $ 9,022.00 3261
Winter
7 Serono Labs Lab Equipment (Freezers, $ 33,415.00 $ 33,415.00 3530
Shakers, Cabinets)
8 Serono Labs Lab Equipment (Lypholizer, $ 5,600.00 $ 5,600.00 3557
Vacuum Pump, Cabinet)
10 Advanced Asset (1) Xxxxx Safety Hood, Vortex 2 $ 4,810.00 $746.00 $ 5,556.00 Wire
Mixers,
(1) Xxxxxx Scientific Electronic
Analytical Balance
4
24
SCHEDULE A TO SCHEDULE NO. 1
Collateral Description Below: EQUIPMENT
REFERENCE# VENDOR COLLATERAL DESCRIPTION INVOICE # COST TAX FREIGHT TOTAL CHECK #
---------- ------ ---------------------- --------- ---- --- ------- ----- -------
SUB-TOTAL $ 55,868.00 $ 1,434.00 $ 0.00 $ 57,302,00
----------- ----------- ---------- --------- -----------
GRAND TOTAL $919,339.00 $10,900.00 $5,505.00 $935,745.00
----------- ----------- ---------- --------- -----------
Collateral Locations: 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
000 Xxx Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Tufts University
00 Xxxxxxxx Xxxx, Xxxxxxxx 00
Xxxxx Xxxxxxx, XX 00000
5
25
PROMISSORY NOTE NO. 2
$267,622.00 February 26, 1999
ANTIGENICS, LLC ("you") promise to pay to the order of FINOVA CAPITAL
CORPORATION ASSIGNEE OF FINOVA TECHNOLOGY FINANCE, INC. ("we," "us" or "FINOVA")
the principal amount of Two Hundred Sixty-Seven Thousand, Six Hundred Twenty-Two
and 00/100 Dollars (S267,622.00), together with interest on the unpaid principal
balance at the interest rate per annum and on the dates and as otherwise
provided in the "Master Agreement" and "Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing. All payments will be made in immediately available funds.
This Note is secured by a Master Loan and Security Agreement dated November 19,
1998 (the "Master Agreement"), between you and FINOVA, and by the Collateral and
other collateral listed in the attached Schedule (the "Schedule"), dated the
same date as this Note. This Note may be accelerated by us upon a payment
default or upon another default under the Master Agreement.
TIME IS OF THE ESSENCE.
If you do not make a payment when it is due, you will also pay us a late charge
often (10%) of the amount past due. Your interest rate will be increased by 4%
per annum, over and above your regular interest rate if payment is not made at
the scheduled or accelerated Maturity of this Note. You will also pay all of our
costs of collection, including our reasonable attorney's fees and expenses. If
we accelerate this Note, you will also owe a prepayment premium, as set forth in
Exhibit A to the Master Agreement.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED AND FROM
WHICH THE ORDER TO PAY THE LOAN FUNDS WAS MADE. YOU CONSENT TO THE JURISDICTION
OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU WAIVE TRIAL
BY JURY.
26
You represent to us that the proceeds of the loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ANTIGENICS, LLC. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
-------------------------------------
Name Xxxx Xxxxx
-----------------------------------
Title CEO
----------------------------------
Date 2/23/99 /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
[Assistant] Secretary
FTF Promissory Note & Schedule
27
SCHEDULE NO. 2 TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
Schedule No. 2, dated February 26, 1999, (this "Schedule") to MASTER LOAN AND
SECURITY AGREEMENT dated as of November 19, 1998 (the "Master Agreement")
between ANTIGENICS, LLC, a Delaware limited liability corporation with its
executive office and principal place of business at 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 ("you"), and FINOVA TECHNOLOGY FINANCE, INC., a
Delaware corporation with its executive office and principal place of business
at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 06032-30065 ("we," "us", or
"FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing Two Hundred Sixty-Seven
Thousand, Six Hundred Twenty-Two and 00/100 Dollars ($267,622.00) from us. This
borrowing is evidenced by your promissory note dated the same date as this
Schedule in the amount of $267,622.00 (the "Note") to which this Schedule is
attached.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the Loan,
together with interest at the interest rate, in forty-three (43) consecutive
monthly payments of principal and interest as follows: forty-two (42) monthly
payments each in the amount of $7,459.96, followed by one (1) final monthly
payment in the amount of $26,762.20 (the "Final Payment"). These payments will
be adjusted on the date we make the Loan to you as set forth in Paragraph 3.
The first monthly payment of principal and interest will be due on the thirtieth
(30th) day of the month that we make the Loan to you. The remaining payments
will continue on the same day in each and every month thereafter through and
including the date upon which the Final Payment is scheduled to be due (the
"Maturity Date"). Any remaining amount that you owe us is due on the "Maturity
Date."
If the date we make the Loan to you is not the thirtieth (30th) or the
thirty-first (31st) day of the month, you will pay, on the thirtieth (30th) day
of the month in which we make the Loan to you (in the case of making the Loan
the 30th), interest only, at the interest rate, from the date we make the Loan
to you to the twenty-ninth (29th) day of the same month.
If the date we make the Loan to you is the thirty-first (3lst), you will pay
interest at the interest rate, from the date we make the Loan to you to the
twenty-ninth (29th) day of the next following month.
3. INTEREST: INDEXING. The interest rate in your payments shown above is
calculated at your regular rate of 9.20% per annum plus an "Index Rate," of
4.41%. The Index Rate means the highest yield, as published in THE WALL STREET
JOURNAL of three-year United States Treasury Notes. Two-business days prior to
the date we make the Loan to you, we will read THE WALL STREET JOURNAL to
determine the final Index Rate. If the Index Rate is not published in THE WALL
28
STREET JOURNAL, we will determine it from another reliable source. We will
increase or decrease the payments set forth above in Paragraph 2 to reflect any
increase or decrease in the Index Rate. We will give you notice of any increase
as soon as we can. You will pay the increased payments unless we have made an
obvious mistake in our calculations. Interest is calculated in advance using a
360-day year of twelve 30-day months.
4. PURPOSE OF LOAN; SECURITY INTEREST. You are making this borrowing to
finance (or refinance) your purchase of the collateral described in the attached
Schedule A to this Schedule, which you and we refer to as the "Collateral." You
grant us a security interest in the Collateral, as well as any additions,
omissions, substitutions and proceeds of the Collateral. You also grant us a
security interest in any leases and rentals of the Collateral. This security
interest secures the Note. It also secures the full and timely payment and
performance of all of your other obligations to us and to FINOVA Capital
Corporation under the Master Agreement and any other agreement, loan or lease
that you may have with us or FINOVA Capital Corporation.
5. COLLATERAL ACCEPTANCE DATE. The Collateral shall be delivered, installed
and accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are made a
part of this Schedule as if repeated in this Schedule. Any declaration of
default under the Master Agreement is a default under this Schedule and permits
us to exercise all remedies provided by the Master Agreement.
ANTIGENICS, LLC ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
----------------------------
/s/ Xxxxxxx Xxxx
Name Xxxx Xxxxx ------------------------------
-------------------------- [Assistant] Secretary
Title CEO
-------------------------
Date 2/23/97
--------------------------
29
SCHEDULE A TO SCHEDULE NO. 2
COLLATERAL DESCRIPTION:
Equipment
Item Description Vendor Invoice # Cost Tax Freight Total Check #
---------------- ------ --------- --------- --- ------- ----- -------
Laptop Xxxxxx.Xx 4001567-00 $ 2,690 222 $ 2,912 3847
Payable to
Xxxxx Xxxxxx
2 Laser Printers Dell 192722296 $ 798 48 35 $ 881 3588
Laptop Dell 192722205 $ 1,998 117 35 $ 2,150 3588
Desktop Computer Dell 192722072 $ 1,588 95 90 $ 1,753 3848
Cage Washer Xxxx Xxxxxxx Tech. 9851 $45,325 $45,325 3679
various (Lab) Serona Laboratories $11,000 $11,000 3767
various (Lab) Serona Laboratories $ 4,950 $ 4,950 3788
Air Compressor SPEC 98170006 $16,158 $10,158 3884 Invoice total $119,175.56
Point of use coolers SPEC 98170007 $ 8,320 $ 6,320 3711 Invoice total $581,427.27
Plant Steam SPEC 98170007 $51,312 $51,312 3711 Invoice total $581,427.28
Process Utility Chiller SPEC 98170008 $18,263 $18,623 3892 Invoice total $701,448.83
HB-6 rotor, swing
bucket, etc. Xxxxxx Laboratory SLS98018897 $ 5,981 $ 5,981 3655
Rotor package Xxxxxxx 383653FT01 $ 7,750 45 $ 7,795 3775
power supply WR 20521430 $ 4,281 $ 4,281 3888
fire proof file Office Furniture Express 22449 $ 2,248 75 $ 2,323 3873
biostat base unit,
culture vessel, etc. X. Xxxxx Biotech Inc. 30680 $85,859 $86,859 3846
TOTAL ACQUISITION COST $267,622.00
COLLATERAL LOCATIONS:
Framingham, MA
Akron, OH
North Grafton, HA
000 Xxxxx Xxxxxx, XX, XX 00000
000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
30
PROMISSORY NOTE NO. 3
$134,775.80 April _____, 1999
ANTIGENICS, LLC ("you") promise to pay to the order of FINOVA CAPITAL
CORPORATION ASSIGNEE OF FINOVA TECHNOLOGY FINANCE, INC. ("we," "us" or "FINOVA")
the principal amount of One Hundred Thirty-Four Thousand, Seven Hundred
Seventy-Five and 80/100 Dollars ($134,775.80), together with interest on the
unpaid principal balance at the interest rate per annum and on the dates and as
otherwise provided in the "Master Agreement" and "Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing. All payments will be made in immediately available funds.
This Note is secured by a Master Loan and Security Agreement dated November 19,
1998 (the "Master Agreement"), between you and FINOVA, and by the Collateral and
other collateral listed in the attached Schedule (the "Schedule"), dated the
same date as this Note. This Note may be accelerated by us upon a payment
default or upon another default under the Master Agreement.
TIME IS OF THE ESSENCE.
If you do not make a payment when it is due, you will also pay us a late charge
often (10%) of the amount past due. Your interest rate will be increased by 4%
per annum, over and above your regular interest rate if payment is not made at
the scheduled or accelerated Maturity of this Note. You will also pay all of our
costs of collection, including our reasonable attorney's fees and expenses. If
we accelerate this Note, you will also owe a prepayment premium, as set forth in
Exhibit A to the Master Agreement.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED AND FROM
WHICH THE ORDER TO PAY THE LOAN FUNDS WAS MADE. YOU CONSENT TO THE JURISDICTION
OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU WAIVE TRIAL
BY JURY.
31
You represent to us that the proceeds of the loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ANTIGENICS, LLC. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
-------------------------------------
Name Xxxx Xxxxx
-----------------------------------
Title CEO
----------------------------------
Date 4/23/99 /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
[Assistant] Secretary
FTF Promissory Note & Schedule
32
SCHEDULE NO. 3 TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
Schedule No. 4, dated April __, 1999, (this "Schedule") to MASTER LOAN AND
SECURITY AGREEMENT dated as of November 19, 1998 (the "Master Agreement")
between ANTIGENICS, L.L.C., a Delaware limited liability corporation with its
executive office and principal place of business at 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 ("you"), and FINOVA CAPITAL CORPORATION, ASSIGNEE
OF FINOVA TECHNOLOGY FINANCE, INC., a Delaware corporation with its executive
office and principal place of business at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxx 00000-0000 ("we," "us", or "FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing One Hundred Thirty-Four
Thousand, Seven Hundred Seventy-Five and 80/100 Dollars ($134,775.80) from us.
This borrowing is evidenced by your promissory note dated the same date as this
Schedule in the amount of $134,775.80 (the "Note") to which this Schedule is
attached.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the Loan,
together with interest at the interest rate, in forty-three (43) consecutive
monthly payments of principal and interest as follows: forty-two (42) monthly
payments each in the amount of $3,756.88, followed by one (1) final monthly
payment in the amount of $13,477.58 (the "Final Payment"). These payments will
be adjusted two business days prior to the date we make the Loan to you as set
forth in Paragraph 3.
The first monthly payment of principal and interest will be due on the thirtieth
(30th) day of the month that we make the Loan to you. The remaining payments
will continue on the same day in each and every month thereafter through and
including the date upon which the Final Payment is scheduled to be due (the
"Maturity Date"). Any remaining amount that you owe us is due on the "Maturity
Date."
If the date we make the Loan to you is not the thirtieth (30th) or the
thirty-first (31st) day of the month, you will pay, on the thirtieth (30th) day
of the month in which we make the Loan to you (in the case of making the Loan
the 30th), interest only, at the interest rate, from the date we make the Loan
to you to the twenty-ninth (29th) day of the same month.
If the date we make the Loan to you is the thirty-first (3lst), you will pay
interest at the interest rate, from the date we make the Loan to you to the
twenty-ninth (29th) day of the next following month.
3. INTEREST; INDEXING. The interest rate in your payments shown above is
calculated at your regular rate of 9.20% per annum plus an "Index Rate," of
4.41%. The Index Rate means the highest yield, as published in THE WALL STREET
JOURNAL of three-year United States Treasury
33
Notes. Two-business days prior to the date we make the Loan to you, we will read
THE WALL STREET JOURNAL to determine the final Index Rate. If the Index Rate is
not published in THE WALL STREET JOURNAL, we will determine it from another
reliable source. We will increase or decrease the payments set forth above in
Paragraph 2 to reflect any increase or decrease in the Index Rate. We will give
you notice of any increase as soon as we can. You will pay the increased
payments unless we have made an obvious mistake in our calculations. Interest is
calculated in advance using a 360-day year of twelve 30-day months.
4. PURPOSE OF LOAN; SECURITY INTEREST. You are making this borrowing to
finance (or refinance) your purchase of the collateral described in the attached
Schedule A to this Schedule, which you and we refer to as the "Collateral." You
grant us a security interest in the Collateral, as well as any additions,
omissions, substitutions and proceeds of the Collateral. You also grant us a
security interest in any leases and rentals of the Collateral. This security
interest secures the Note. It also secures the full and timely payment and
performance of all of your other obligations to us and to FINOVA Capital
Corporation under the Master Agreement and any other agreement, loan or lease
that you may have with us or FINOVA Capital Corporation.
5. COLLATERAL ACCEPTANCE DATE. The Collateral shall be delivered, installed
and accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are made a
part of this Schedule as if repeated in this Schedule. Any declaration of
default under the Master Agreement is a default under this Schedule and permits
us to exercise all remedies provided by the Master Agreement.
ANTIGENICS, L.L.C. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
-----------------------------
/s/ Xxxxxxx Xxxx
Name Xxxx Xxxxx ------------------------------
--------------------------- [Assistant] Secretary
Title CEO
--------------------------
Date 4/23/99
---------------------------
34
Schedule A
To
Schedule No. 3
To
Master Loan and Security Agreement No. S7020
The Collateral Consists of the Following:
Qty Description Serial Numbers Cost
--- ----------- -------------- ----
1 Consolidated Model SR-24DMCV Sterilizer 012199
1 Consolidated Model SR-24EMCV Sterilizer 012099
Location: 00 Xxxxxxxx Xxx, Xxxxxx, XX
Supplier: Consolidated Stills & Sterilizers
Equipment Cost: $119,753.00
1 Microscope, consisting of:
(1) BX40F4: Stand/Xxxxx Inward Facing Nosepiece,
(1) lamphouse, (2) 6V30W Bulbs, (1) power cord.
(1) UYCP Power Cord
(2) 6V30W Bulbs
(1) U-LS30; 30 Watt Halogen Lamp Socket
(1) U-TBI-2 Tilting Binocular Observation Tube
(1) U-SVRS Mechanical Stage
(1) U-SVRS Abbc Condenser
(1) U PLAN Flourite 10X Objective
(1) U PLAN Flourite 20X Objective
(1) U PLAN Flourite 40X Objective
(1) U PLAN Flourite 100X OIL Objective
(2) WH 10X3 Eyepieces
(1) U-ULH;.Universal Lamphouse
(1) U-HG100T3; 100 Watt Halogen Lamp Socket and Power Supply
(1) U-OCLHG/XEB; Collector lens Mercury, Xeno Sources for U-ULH
(1) Osram HBO 100W Mercury Burner
(1) Wide Band Green Flour Cube
Location: 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Supplier: Optical Analysis Corporation
Equipment Cost: $ 9,972.80
1 96PW Full Plate Washer with Four Liter Bottle Set 72073
Location: 000 Xxx Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
Supplier: TECAN US Inc.
Equipment Cost: $ 5,050.00
-----------
Grand Total $134,775.80
35
PROMISSORY NOTE NO. 4
$432,980.45 May 30, 1999
ANTIGENICS, LLC ("you") promise to pay to the order of FINOVA CAPITAL
CORPORATION ASSIGNEE OF FINOVA TECHNOLOGY FINANCE, INC. ("we," "us" or "FINOVA")
the principal amount of Four Hundred Thirty-Two Thousand, Nine Hundred Eighty
and 45/100 Dollars ($432,980.45), together with interest on the unpaid principal
balance at the interest rate per annum and on the dates and as otherwise
provided in the "Master Agreement" and "Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing. All payments will be made in immediately available funds.
This Note is secured by a Master Loan and Security Agreement dated November 19,
1998 (the "Master Agreement"), between you and FINOVA, and by the Collateral and
other collateral listed in the attached Schedule (the "Schedule"), dated the
same date as this Note. This Note may be accelerated by us upon a payment
default or upon another default under the Master Agreement.
TIME IS OF THE ESSENCE.
If you do not make a payment when it is due, you will also pay us a late charge
often (10%) of the amount past due. Your interest rate will be increased by 4%
per annum, over and above your regular interest rate if payment is not made at
the scheduled or accelerated Maturity of this Note. You will also pay all of our
costs of collection, including our reasonable attorney's fees and expenses. If
we accelerate this Note, you will also owe a prepayment premium, as set forth in
Exhibit A to the Master Agreement.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED AND FROM
WHICH THE ORDER TO PAY THE LOAN FUNDS WAS MADE. YOU CONSENT TO THE JURISDICTION
OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU WAIVE TRIAL
BY JURY.
36
You represent to us that the proceeds of the loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ANTIGENICS, LLC. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
-------------------------------------
Name Xxxx Xxxxx
-----------------------------------
Title CEO
----------------------------------
Date 5/25/99 /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
[Assistant] Secretary
FTF Promissory Note & Schedule
37
SCHEDULE NO. 4 TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
Schedule No. 4, dated May 30,1999, (this "Schedule") to MASTER LOAN AND SECURITY
AGREEMENT dated as of November 19, 1998 (the "Master Agreement") between
ANTIGENICS, L.L.C., a Delaware limited liability corporation with its executive
office and principal place of business at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxx, Xxx Xxxx 00000 ("you"), and FINOVA CAPITAL CORPORATION, ASSIGNEE OF FINOVA
TECHNOLOGY FINANCE, INC., a Delaware corporation with its executive office and
principal place of business at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx
00000-0000 ("we," "us", or "FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing Four Hundred Thirty-Two
Thousand, Nine Hundred Eighty and 45/100 Dollars ($432,980.45) from us. This
borrowing is evidenced by your promissory note dated the same date as this
Schedule in the amount of $432,980.45 (the "Note") to which this Schedule is
attached.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the Loan,
together with interest at the interest rate, in forty-three (43) consecutive
monthly payments of principal and interest as follows: forty-two (42) monthly
payments each in the amount of $12,069.33, followed by one (1) final monthly
payment in the amount of $43,298.05 (the "Final Payment"). These payments will
be adjusted two business days prior to the date we make the Loan to you as set
forth in Paragraph 3.
The first monthly payment of principal and interest will be due on the thirtieth
(30th) day of the month that we make the Loan to you. The remaining payments
will continue on the same day in each and every month thereafter through and
including the date upon which the Final Payment is scheduled to be due (the
"Maturity Date"). Any remaining amount that you owe us is due on the "Maturity
Date."
If the date we make the Loan to you is not the thirtieth (30th) or the
thirty-first (31st) day of the month, you will pay, on the thirtieth (30th) day
of the month in which we make the Loan to you (in the case of making the Loan
the 30th), interest only, at the interest rate, from the date we make the Loan
to you to the twenty-ninth (29th) day of the same month.
If the date we make the Loan to you is the thirty-first (3lst), you will pay
interest at the interest rate, from the date we make the Loan to you to the
twenty-ninth (29th) day of the next following month.
3. INTEREST; INDEXING. The interest rate in your payments shown above is
calculated at your regular rate of 9.20% per annum plus an "Index Rate," of
4.41%. The Index Rate means the highest yield, as published in THE WALL STREET
JOURNAL of three-year United States Treasury
38
Notes. Two-business days prior to the date we make the Loan to you, we will read
THE WALL STREET JOURNAL to determine the final Index Rate. If the Index Rate is
not published in THE WALL STREET JOURNAL, we will determine it from another
reliable source. We will increase or decrease the payments set forth above in
Paragraph 2 to reflect any increase or decrease in the Index Rate. We will give
you notice of any increase as soon as we can. You will pay the increased
payments unless we have made an obvious mistake in our calculations. Interest is
calculated in advance using a 360-day year of twelve 30-day months.
4. PURPOSE OF LOAN; SECURITY INTEREST. You are making this borrowing to
finance (or refinance) your purchase of the collateral described in the attached
Schedule A to this Schedule, which you and we refer to as the "Collateral." You
grant us a security interest in the Collateral, as well as any additions,
omissions, substitutions and proceeds of the Collateral. You also grant us a
security interest in any leases and rentals of the Collateral. This security
interest secures the Note. It also secures the full and timely payment and
performance of all of your other obligations to us and to FINOVA Capital
Corporation under the Master Agreement and any other agreement, loan or lease
that you may have with us or FINOVA Capital Corporation.
5. COLLATERAL ACCEPTANCE DATE. The Collateral shall be delivered, installed
and accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are made a
part of this Schedule as if repeated in this Schedule. Any declaration of
default under the Master Agreement o is a default under this Schedule and
permits us to exercise all remedies provided by the Master Agreement.
ANTIGENICS, L.L.C. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
---------------------------
/s/ Xxxxxxx Xxxx
Name Xxxx Xxxxx ------------------------------
------------------------- [Assistant] Secretary
Title CEO
------------------------
Date 5/25/99
-------------------------
39
Schedule A
To
Schedule No. 4
To
Master Loan and Security Agreement No. S7020
The Collateral Consists of the Following:
Qty Description Invoice No. Cost
--- ----------- ----------- ----
1 Vacuum Pump 981700010 $ 7,801.00
1 Cold Room 98170007 & 11 $ 56,912.00
1 Carpeting and Roofing 98170008, 10, 11 $ 50,790.00
1 Steel 98170007, 8, 12 $210,850.00
1 Miscellaneous Metals 98170008, 10, 11 $ 25,544.00
VENDOR: SHOOSHANIAN PROCESS ENGINEERING, 00 XXXXXXXX XXXXXX, XXXXXXXX, XX
-------------------------------------------------------------------------
Equipment Location: 00 Xxxxxxxx Xxx, Xxxxxx, XX
1 Glasswasher 34099, 34672 $ 9,500.00
VENDOR: RANGER ENGINEERING, INC., XX XXX 0000, XXXXXXXXXX, XX 00000
-------------------------------------------------------------------
Equipment Location: 00 Xxxxxxxx Xxx, Xxxxxx, XX
1 Personal Denitometer 14125 $ 12,450.00
VENDOR: COMDISCO, 0000 XXXXX XXXXX XXXX, XXXXXXXX, XX 00000
-----------------------------------------------------------
Equipment Location: 000 Xxx Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
1 Incubator and Roller 15587 $ 31,188.80
VENDOR: BELLCO GLASS, INC., 000 XXXXXX XXXX, XXXXXXXX, XX 00000
--------------------------------------------------------------
Equipment Location: 00 Xxxxxxxx Xxx, Xxxxxx, XX
1 Validator 2000 40020 $ 27,944.65
VENDOR: XXXX INSTRUMENTS, INC., 00 XXXXXXXX XXXXX, XXXXXXX, XX 00000
------------------------------------------------------------------
Equipment Location: 000 Xxx Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
Grand Total $432,980.45
40
PROMISSORY NOTE NO. 5
$204,100.26 June 29, 1999
ANTIGENICS, LLC ("you") promise to pay to the order of FINOVA CAPITAL
CORPORATION ASSIGNEE OF FINOVA TECHNOLOGY FINANCE, INC. ("we," "us" or "FINOVA")
the principal amount of Two Hundred Four Thousand, One Hundred and 26/100
Dollars ($204,100.26), together with interest on the unpaid principal balance at
the interest rate per annum and on the dates and as otherwise provided in the
"Master Agreement" and "Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing. All payments will be made in immediately available funds.
This Note is secured by a Master Loan and Security Agreement dated November 19,
1998 (the "Master Agreement"), between you and FINOVA, and by the Collateral and
other collateral listed in the attached Schedule (the "Schedule"), dated the
same date as this Note. This Note may be accelerated by us upon a payment
default or upon another default under the Master Agreement.
TIME IS OF THE ESSENCE.
If you do not make a payment when it is due, you will also pay us a late charge
often (10%) of the amount past due. Your interest rate will be increased by 4%
per annum, over and above your regular interest rate if payment is not made at
the scheduled or accelerated Maturity of this Note. You will also pay all of our
costs of collection, including our reasonable attorney's fees and expenses. If
we accelerate this Note, you will also owe a prepayment premium, as set forth in
Exhibit A to the Master Agreement.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED AND FROM
WHICH THE ORDER TO PAY THE LOAN FUNDS WAS MADE. YOU CONSENT TO THE JURISDICTION
OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU WAIVE TRIAL
BY JURY.
41
You represent to us that the proceeds of the loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ANTIGENICS, LLC. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
-------------------------------------
Name Xxxx Xxxxx
-----------------------------------
Title CEO
----------------------------------
Date 6/24/99 /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
[Assistant] Secretary
FTF Promissory Note & Schedule
42
SCHEDULE NO. 5 TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
Schedule No. 5, dated June 29,1999, (this "Schedule") to MASTER LOAN AND
SECURITY AGREEMENT dated as of November 19, 1998 (the "Master Agreement")
between ANTIGENICS, L.L.C., a Delaware limited liability corporation with its
executive office and principal place of business at 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 ("you"), and FINOVA CAPITAL CORPORATION, ASSIGNEE
OF FINOVA TECHNOLOGY FINANCE, INC., a Delaware corporation with its executive
office and principal place of business at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxx 00000-0000 ("we," "us", or "FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing Two Hundred Four Thousand,
One Hundred and 26/100 Dollars ($204,100.26) from us. This borrowing is
evidenced by your promissory, note dated the same date as this Schedule in the
amount of $204,100.26 (the "Note") to which this Schedule is attached.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the Loan,
together with interest at the interest rate, in forty-three (43) consecutive
monthly payments of principal and interest as follows: forty-two (42) monthly
payments each in the amount of $5,689.29, followed by one (1) final monthly
payment in the amount of $20,410.03 (the "Final Payment"). These payments will
be adjusted two business days prior to the date we make the Loan to you as set
forth in Paragraph 3.
The first monthly payment of principal and interest will be due on the thirtieth
(30th) day of the month that we make the Loan to you. The remaining payments
will continue on the same day in each and every month thereafter through and
including the date upon which the Final Payment is scheduled to be due (the
"Maturity Date"). Any remaining amount that you owe us is due on the "Maturity
Date."
If the date we make the Loan to you is not the thirtieth (30th) or the
thirty-first (31st) day of the month, you will pay, on the thirtieth (30th) day
of the month in which we make the Loan to you (in the case of making the Loan
the 30th), interest only, at the interest rate, from the date we make the Loan
to you to the twenty-ninth (29th) day of the same month.
If the date we make the Loan to you is the thirty-first (31st), you will pay
interest at the interest rate, from the date we make the Loan to you to the
twenty-ninth (29th) day of the next following month.
3. INTEREST: INDEXING. The interest rate in your payments shown above is
calculated at your regular rate of 9.20% per annum plus an "Index Rate," of
4.41%. The Index Rate means the highest yield, as published in THE WALL STREET
JOURNAL of three-year United States Treasury
43
Notes. Two-business days prior to the date we make the Loan to you, we will read
THE WALL STREET JOURNAL to determine the final Index Rate. If the Index Rate is
not published in THE WALL STREET JOURNAL, we will determine it from another
reliable source. We will increase or decrease the payments set forth above in
Paragraph 2 to reflect any increase or decrease in the Index Rate. We will give
you notice of any increase as soon as we can. You will pay the increased
payments unless we have made an obvious mistake in our calculations. Interest is
calculated in advance using a 360-day year of twelve 30-day months.
4. PURPOSE OF LOAN: SECURITY INTEREST. You are making this borrowing to
finance (or refinance) your purchase of the collateral described in the attached
Schedule A to this Schedule, which you and we refer to as the "Collateral." You
grant us a security interest in the Collateral, as well as any additions,
omissions, substitutions and proceeds of the Collateral. You also grant us a
security interest in any leases and rentals of the Collateral. This security
interest secures the Note. It also secures the full and timely payment and
performance of all of your other obligations to us and to FINOVA Capital
Corporation under the Master Agreement and any other agreement, loan or lease
that you may have with us.
5. COLLATERAL ACCEPTANCE DATE. The Collateral shall be delivered, installed
and accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are made a
part of this Schedule as if repeated in this Schedule. Any declaration of
default under the Master Agreement is a default under this Schedule and permits
us to exercise all remedies provided by the Master Agreement.
ANTIGENICS, L.L.C. ATTEST:
By /s/ Xxxx Xxxxx
-------------------------------
/s/ Xxxxxxx Xxxx
Name Xxxx Xxxxx ------------------------------
----------------------------- [Assistant] Secretary
Title CEO
----------------------------
Date 6/24/99
-----------------------------
44
SCHEDULE A
TO
SCHEDULE NO. 5
TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
ANTIGENICS L.L.C. (BORROWER) AND FINOVA CAPITAL CORPORATION, AS ASSIGNEE OF
FINOVA TECHNOLOGY FINANCE, INC. (LENDER)
------------------------------------------------------------------------------------------------------------------------------------
THE COLLATERAL CONSISTS OF THE FOLLOWING AND AS FURTHER DESCRIBED ON THE FOLLOWING TWENTY PAGES ATTACHED:
Ref No. Description Serial No. Vendor Invoice No. Cost Tax Freight Grand Total
------- ----------- ---------- ------ ----------- ---- --- ------- -----------
1 Office Furniture N/A Xxxxxxx, Inc. 19059630 $ 13,976.02 $ 698.80 $ 14,674.82
2 Office Furniture N/A Xxxxxxx, Inc. 19076609 $ 10,879.41 $ 543.97 $ 11,423.38
3 Office Furniture N/A Xxxxxxx, Inc. 19074720 $ 19,940.76 $ 997.04 $ 20,937.80
4 Office Furniture N/A Xxxxxxx, Inc. 19064990 $ 13,376.66 $ 668.83 $ 14,045.49
5 Office Furniture N/A Xxxxxxx, Inc. 19060619 $ 15,799.65 $ 789.98 $ 16,589.63
6 Office Furniture N/A Xxxxxxx, Inc. 19065725 $ 59,054.87 $2,952.74 $ 62,007.61
7 Microscope N/A Image Processing Solutions 3200 $ 3,670.53 $ 3,670.53
8 Microbeta Trilux
6 Detector System 4501346 EG&G Wallac Inc. 117412 $ 57,750.00 $2,887.50 $113.50 $ 60,751.00
Grand Totals $194,447.90 $9,538.86 $113.50 $204,100.26
------------------------------------------------------------------------------------------------------------------------------------
COLLATERAL LOCATION:
00 XXXXXXXX XXX
XXXXXX, XX 00000
45
PROMISSORY NOTE NO. 6
$125,118.06 July 30, 1999
ANTIGENICS, LLC ("you") promise to pay to the order of FINOVA CAPITAL
CORPORATION ASSIGNEE OF FINOVA TECHNOLOGY FINANCE, INC. ("we." "us" or "FINOVA")
the principal amount of One Hundred Twenty-Five Thousand, One Hundred Eighteen
and 06/100 Dollars ($125,118.06), together with interest on the unpaid principal
balance at the interest rate per annum and on the dates and as otherwise
provided in the "Master Agreement" and "Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing. All payments will be made in immediately available funds.
This Note is secured by a Master Loan and Security Agreement dated November 19,
1998 (the "Master Agreement"), between you and FINOVA, and by the Collateral and
other collateral listed in the attached Schedule (the "Schedule"), dated the
same date as this Note. This Note may be accelerated by us upon a payment
default or upon another default under the Master Agreement.
TIME IS OF THE ESSENCE.
If you do not make a payment when it is due, you will also pay us a late charge
often (10%) of the amount past due. Your interest rate will be increased by 4%
per annum, over and above your regular interest rate if payment is not made at
the scheduled or accelerated Maturity of this Note. You will also pay all of our
costs of collection, including our reasonable attorney's fees and expenses. If
we accelerate this Note, you will also owe a prepayment premium, as set forth in
Exhibit A to the Master Agreement.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED AND FROM
WHICH THE ORDER TO PAY THE LOAN FUNDS WAS MADE. YOU CONSENT TO THE JURISDICTION
OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU WAIVE TRIAL
BY JURY.
46
You represent to us that the proceeds of the loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ANTIGENICS, LLC. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
-------------------------------------
Name Xxxx Xxxxx
-----------------------------------
Title CEO
----------------------------------
Date 7/29/99 /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
[Assistant] Secretary
FTF Promissory Note & Schedule
47
SCHEDULE NO. 6 TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
Schedule No. 6. dated July 30 1999, (this "Schedule") to MASTER LOAN AND
SECURITY AGREEMENT dated as of November 19. 1998 (the "Master Agreement")
between ANTIGENICS. L.L.C., a Delaware limited liability corporation with its
executive office and principal place of business at 000 Xxxxx Xxxxxx. Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 ("you"). and FINOVA CAPITAL CORPORATION, ASSIGNEE
OF FINOVA TECHNOLOGY FINANCE. INC., a Delaware corporation with an office at 00
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000 ("we," "us", or "FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing One Hundred Twenty-Five
Thousand, One Hundred Eighteen and 06/100 Dollars ($125,118.06) from us. This
borrowing is evidenced by your promissory note dated the same date as this
Schedule in the amount of $125,118.06 (the "Note") to which this Schedule is
attached.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the Loan,
together with interest at the interest rate. in forty-three (43) consecutive
monthly payments of principal and interest as follows: forty-two (42) monthly
payments each in the amount of $3,487.67, followed by one (1) final monthly
payment in the amount of $12,511.81 (the "Final Payment"). These payments will
be adjusted two business days prior to the date we make the Loan to you as set
forth in Paragraph 3.
The first monthly payment of principal and interest will be due on the thirtieth
(30th) day of the month that we make the Loan to you. The remaining payments
will continue on the same day in each and every month thereafter through and
including the date upon which the Final Payment is scheduled to be due (the
"Maturity Date"). Any remaining amount that you owe us is due on the "Maturity
Date."
If the date we make the Loan to you is not the thirtieth (30th) or the
thirty-first (31st) day of the month, you will pay, on the thirtieth (30th) day
of the month in which we make the Loan to you (in the case of making the Loan
the 30th), interest only, at the interest rate, from the date we make the Loan
to you to the twenty-ninth (29th) day of the same month.
If the date we make the Loan to you is the thirty-first (31st), you will pay
interest at the interest rate. from the date we make the Loan to you to the
twenty-ninth (29th) day of the next following month.
3. INTEREST: INDEXING. The interest rate in your payments shown above is
calculated at your regular rate of 9.20% per annum plus an "Index Rate." of
4.41%. The Index Rate means the highest yield, as published in THE WALL STREET
JOURNAL of three-year United States Treasury Notes. Two-business days prior to
the date we make the Loan to you. we will read THE WALL
48
STREET JOURNAL to determine the final Index Rate. If the Index Rate is not
published in THE WALL STREET JOURNAL. we will determine it from another reliable
source. We will increase or decrease the payments set forth above in Paragraph 2
to reflect any increase or decrease in the Index Rate. We will give you notice
of any increase as soon as we can. You will pay the increased payments unless we
have made an obvious mistake in our calculations. Interest is calculated in
advance using a 360-day year of twelve 30-day months.
4. PURPOSE OF LOAN: SECURITY INTEREST. You are making this borrowing to
finance (or refinance) your purchase of the collateral described in the attached
Schedule A to this Schedule, which you and we refer to as the "Collateral." You
grant us a security interest in the Collateral, as well as any additions,
omissions, substitutions and proceeds of the Collateral. You also grant us a
security interest in any leases and rentals of the Collateral. This security
interest secures the Note. It also secures the full and timely payment and
performance of all of your other obligations to us and to FINOVA Capital
Corporation under the Master Agreement and any other agreement, loan or lease
that you may have with us.
5. COLLATERAL ACCEPTANCE DATE. The Collateral shall be delivered, installed
and accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are made a
part of this Schedule as if repeated in this Schedule. Any declaration of
default under the Master Agreement is a default under this Schedule and permits
us to exercise all remedies provided by the Master Agreement.
ANTIGENICS, L.L.C. ATTEST:
By /s/ Xxxx Xxxxx
-------------------------------
/s/ Xxxxxxx Xxxx
Name Xxxx Xxxxx ------------------------------
----------------------------- [Assistant] Secretary
Title Chairman & CEO
----------------------------
Date 7/29/99
-----------------------------
49
SCHEDULE A
TO
SCHEDULE NO. 6
TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
ANTIGENICS L.L.C. (BORROWER) AND FINOVA CAPITAL CORPORATION, AS ASSIGNEE OF
FINOVA TECHNOLOGY FINANCE, INC. (LENDER)
------------------------------------------------------------------------------------------------------------------------------------
THE COLLATERAL CONSISTS OF THE FOLLOWING:
Ref No. Collateral Description Serial No. Vendor Invoice No. Cost Tax Freight Grand Total
------- ---------------------- ---------- ------ ----------- ---- --- ------- -----------
(1) 375 with internal GM
detector area monitor, (1)
Model 3 survey meter, (1)
Model 44-9 pancake GM probe,
(1) 2200 SCA, (1) 44-88
pancake GM probe, (1) 44-3
low energy gamma scint., (2)
40-1004 cable, (1) 296 A-B
switch box, (1) APS-482
probe/sampler holder for 44-88,
(1) APS-483 probe/sampler
holder for 44-3, (1) SPL-626
air sample system complete, (1)
IH-350 iodine hood complete
with two fans, (1) 16A20SS
lead-lined waste can, (1) 16A35
30 gallon 1/8" lead-lined drum
with dolly, (1) 042-116 mini
1 table top shield with two lead
glass. N/A Atlantic Nuclear Cop. 030568 $ 9,500.00 $475.00 $ 9,975.00
ALR99851,
ALR99852,
ALR99853,
ALR99854,
(6) Allegra 6R, 120V 60HZ ALR99855,
2 Centrifuges ALR99856, Xxxxxxx Xxxxxxx 383826FT05 $31,482.21 $1,619.65 $ 33,101.86
------------------------------------------------------------------------------------------------------------------------------------
Page 1 of 2
50
SCHEDULE A
TO
SCHEDULE NO. 6
TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
ANTIGENICS L.L.C. (BORROWER) AND FINOVA CAPITAL CORPORATION, AS ASSIGNEE OF
FINOVA TECHNOLOGY FINANCE, INC. (LENDER)
------------------------------------------------------------------------------------------------------------------------------------
99U29758,
99U29765,
99U29776,
99U29965,
(6) GH3.8 Rotor AY with 99U29980,
2 aluminum buckets 99U30017 Xxxxxxx Xxxxxxx 383826FT05 $ 10,606.76 $ 10,606.76
(6) Canister Kits, GH-3.8 Rotor
(Pkg-4), (6) Tube Racks, Light
Green 17MM (Set-4), (6) Tibe
2 Racks, Lime Green 30MM (Set-4) N/A Xxxxxxx Xxxxxxx 383826FT05 $ 6,085.15 $ 6,085.15
Centrifuge Accessories: (1 DU-
3 640 Color, 120V 4323908 Xxxxxxx Xxxxxxx 383826FT04 $ 7,395.15 $ 218.51 $ 7,613.66
Centrifuge Accessories: (1)
Accessory Option Board, (1)
DNA/RNA Protein Package#1, (1)
Transport standard assembly, (1)
3 Auto 6 Cell Holder, Wtr Jckt (1) N/A Xxxxxxx Xxxxxxx 383826FT05 $ 2,398.14 $ 2,398.14
4 Milliflex Sensor II 115V (1) N/A Millipore Corporation 2328727 $ 2,402.14 $ 5.05 $ 2,407.19
(6) Animal Cages: 30 Unit, 30-
Cage IPC RAT, (100) PC10x19x8
Reg Temp Grommet, (1) Cage Wash
5 Rack w/8 Fixed Baskets N/A Allentown Caging
(2) Animal Cages: 98 Unit, Equipment Co., Inc. 22312 $ 30,030.00 $ 592.00 $ 30,622.00
6 Mouse 98 Cage IPC N/A Allentown Caging
(1325) 3/8" Hytrel Black Tubing, (4) Equipment Co., Inc. 22261 $ 10,232.00 $ 592.00 $ 10,824.00
95' Plenum Wire
w/Connectors, (7)
7 135' Plenum Wire w/Connectors N/A Veltek Associates, Inc. 21495 $ 7,950.00 $ 59.00 $ 8,009.00
8 Various Office Furniture N/A Workplace Systems, Inc. 001467 $ 3,110.55 $155.53 $ 209.22 $ 3,475.00
COLLATERAL LOCATION:
00 XXXXXXXX XXX GRAND TOTALS $121,192.10 $630,53 $3,295.43 $125,118.06
XXXXXX, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Page 2 of 2
51
PROMISSORY NOTE NO. 7
$1,049,533.81 August 26, 1999
ANTIGENICS, LLC ("you") promise to pay to the order of FINOVA CAPITAL
CORPORATION ASSIGNEE OF FINOVA TECHNOLOGY FINANCE, INC. ("we," "us" or "FINOVA")
the principal amount of One Million Forty-Nine Thousand Five Hundred
Thirty-Three and 81/100 Dollars ($l.049.533.81), together with interest on the
unpaid principal balance at the interest rate per annum and on the dates and as
otherwise provided in the "Master Agreement" and "Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing. All payments will be made in immediately available funds.
This Note is secured by a Master Loan and Security Agreement dated November 19,
1998 (the "Master Agreement"), between you and FINOVA, and by the Collateral and
other collateral listed in the attached Schedule (the "Schedule"), dated the
same date as this Note. This Note may be accelerated by us upon a payment
default or upon another default under the Master Agreement.
TIME IS OF THE ESSENCE.
If you do not make a payment when it is due, you will also pay us a late charge
often (10%) of the amount past due. Your interest rate will be increased by 4%
per annum, over and above your regular interest rate if payment is not made at
the scheduled or accelerated Maturity of this Note. You will also pay all of our
costs of collection, including our reasonable attorney's fees and expenses. If
we accelerate this Note, you will also owe a prepayment premium, as set forth in
Exhibit A to the Master Agreement.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED AND FROM
WHICH THE ORDER TO PAY THE LOAN FUNDS WAS MADE. YOU CONSENT TO THE JURISDICTION
OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU WAIVE TRIAL
BY JURY.
52
You represent to us that the proceeds of the loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ANTIGENICS, LLC. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
-------------------------------------
Name Xxxx Xxxxx
-----------------------------------
Title CEO
----------------------------------
Date 8/20/99 /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
[Assistant] Secretary
FTF Promissory Note & Schedule
53
SCHEDULE NO. 7 TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
Schedule No. 7, dated August 26, 1999, (this "Schedule") to MASTER LOAN AND
SECURITY AGREEMENT dated as of November 19. 1998 (the "Master Agreement")
between ANTIGENICS, L.L.C., a Delaware limited liability corporation with its
executive office and principal place of business at 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 0000x ("you"), and FINOVA CAPITAL CORPORATION,
ASSIGNEE OF FINOVA TECHNOLOGY FINANCE, INC., a Delaware corporation with an
office at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000 ("we," "us", or
"FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing One Million, Forty-Nine
Thousand, Five Hundred Thirty-Three and 81/100 Dollars ($1,049,533.81) from us.
This borrowing is evidenced by your promissory note dated the same date as this
Schedule in the amount of $1,049,533.81 (the "Note") to which this Schedule is
attached.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the Loan,
together with interest at the interest rate, in forty-three (43) consecutive
monthly payments of principal and interest as follows: forty-two (42) monthly
payments each in the amount of $29,255.75, followed by one (1) final monthly
payment in the amount of $104,953.38 (the "Final Payment"). These payments will
be adjusted two business days prior to the date we make the Loan to you as set
forth in Paragraph 3.
The first monthly payment of principal and interest will be due on the thirtieth
(30th) day of the month that we make the Loan to you. The remaining payments
will continue on the same day in each and every month thereafter through and
including the date upon which the Final Payment is scheduled to be due (the
"Maturity Date"). Any remaining amount that you owe us is due on the "Maturity
Date."
If the date we make the Loan to you is not the thirtieth (30th) or the
thirty-first (31st) day of the month, you will pay, on the thirtieth (30th) day
of the month in which we make the Loan to you (in the case of making the Loan
the 30th), interest only, at the interest rate, from the date we make the Loan
to you to the twenty-ninth (29th) day of the same month.
If the date we make the Loan to you is the thirty-first (3lSt), you will pay
interest at the interest rate, from the date we make the Loan to you to the
twenty-ninth (29th) day of the next following month.
3. INTEREST: INDEXING. The interest rate in your payments shown above is
calculated at your regular rate of 9.20% per annum plus an "Index Rate," of
4.41%. The Index Rate means the highest yield, as published in THE WALL STREET
JOURNAL of three-year United States Treasury Notes. Two-business days prior to
the date we make the Loan to you. we will read THE WALL
54
STREET JOURNAL to determine the final Index Rate. If the Index Rate is not
published in THE WALL STREET JOURNAL, we will determine it from another reliable
source. We will increase or decrease the payments set forth above in Paragraph 2
to reflect any increase or decrease in the Index Rate. We will give you notice
of any increase as soon as we can. You will pay the increased payments unless we
have made an obvious mistake in our calculations. Interest is calculated in
advance using a 360-day year of twelve 30-day months.
4. PURPOSE OF LOAN: SECURITY INTEREST. You are making this borrowing to
finance (or refinance) your purchase of the collateral described in the attached
Schedule A to this Schedule, which you and we refer to as the "Collateral." You
grant us a security interest in the Collateral, as well as any additions,
omissions, substitutions and proceeds of the Collateral. You also grant us a
security interest in any leases and rentals of the Collateral. This security
interest secures the Note. It also secures the full and timely payment and
performance of all of your other obligations to us and to FINOVA Capital
Corporation under the Master Agreement and any other agreement, loan or lease
that you may have with us.
5. COLLATERAL ACCEPTANCE DATE. The Collateral shall be delivered, installed
and accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are made a
part of this Schedule as if repeated in this Schedule. Any declaration of
default under the Master Agreement is a default under this Schedule and permits
us to exercise all remedies provided by the Master Agreement.
ANTIGENICS, L.L.C. ATTEST:
By /s/ Xxxx Xxxxx
---------------------------
/s/ Xxxxxxx Xxxx
Name Xxxx Xxxxx -----------------------------------
------------------------- [Assistant] Secretary
Title CEO
------------------------
Date 8/20/99
-------------------------
55
SCHEDULE A
TO
SCHEDULE NO. 7
TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
ANTIGENICS L.L.C. (BORROWER) AND FINOVA CAPITAL CORPORATION, AS ASSIGNEE OF
FINOVA TECHNOLOGY FINANCE, INC. (LENDER)
------------------------------------------------------------------------------------------------------------------------------------
THE COLLATERAL CONSISTS OF THE FOLLOWING:
COLLATERAL DESCRIPTION SERIAL NO. VENDOR INVOICE NO. COST TAX FREIGHT GRAND TOTAL
---------------------- ---------- ------ ----------- ---- --- ------- -----------
(2) Lab Incubators with (2) 28924-09073,
Gas-Guards and (2) Inner DR. 28989-09111 Form Scientific, Inc. 2823250 $ 6,773.08 $0.00 $ 322.57 $ 7,095.65
Lock (100) (S) PC 10x19x8 Cage
Hi-T, (100) (S) Wire Bar Lid
10x19 Rat, (100) (S) Cardholder, Allentown Caging Equipment
Horizontal Hang. N/A Co., Inc. 22163 $ 4,410.00 $0.00 $ 105.95 $ 4,515.95
(1) Portable Air Purifier, Model
FU-1224 9998 Xxxxxxxxx Xxxxxxxxxxx 00000X $ 2,090.00 $0.00 $ 0.00 $ 2,090.00
Optima #98U385;
Rotor #MFA98M68;
Avanti #JJY99D08,
JLY98K10, JLY98K14,
JLY99B01, JLY99D10,
JLY99D12, JLY99D13,
JLY99D14;
Ultra Centrifuge includes: (1) F/A RTR w/Biosafe
Optima LE-80K, UL/CSA, 60HZ, (1) Lid #97V1460,
HEPA Optima Filter, (1) TY-45TI 97V1561; Rotor
Rotor Assembly, (1) Tube Kit, #99U2069; F/A
(8) Avanti J-20, (2) JA-25.50 Rotor w/Biosafe
F/A RTR w/Biosafe Lid, (1) Lid #99U986; Rotor
JLA-10.500 Rotor Assembly, (1) Assembly #98U385;
JLA-16.250 RTR w/Biosafe Lid, Rotor Ay #99U3955,
(1) JLA 8.1000 Rotor Assembly, 99U3958, 99U3960,
(1) SW-28 Rotor iPackage, (6) 99U3961, 99U3962,
JA-17 Rotor Ay. (1) SAS X00 XX 00X0000 Xxxxxxx Xxxxxxx 383826FT01 $232,127.77 $0.00 $1,905.98 $234,033.75
Microbial Air Sampler with NiMH
Battery Charger 97/D25547 Bioscience International,
Inc. 99-1140 $ 4,950.00 $0.00 $ 28.00 $ 4,978.00
(1) Filtering Fume Hood N/A Captairlabx, Inc. 3540 $ 9,604.50 $0.00 $ 0.00 $ 9,604.50
(2) Refrig, Gen, Solr VWR 115V VWR Scientific Products
29CF N/A Corporation 900263 $ 4,442.96 $0.00 $ 0.00 $ 4,442.96
------------------------------------------------------------------------------------------------------------------------------------
Page 1 of 2
56
SCHEDULE A
TO
SCHEDULE NO. 7
TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
ANTIGENICS L.L.C(BORROWER) AND FINOVA CAPITAL CORPORATION, AS ASSIGNEE OFF INOVA
TECHNOLOGY FINANCE, INC.(LENDER)
------------------------------------------------------------------------------------------------------------------------------------
SPEC PROJECT:
Shooshanian Process
Engineering &
Plant Steam N/A Construction, Inc. 981700010 $ 27,181.00 $0.00 $0.00 $ 27,181.00
98170004,
981700010,
Shooshanian Process 981700011,
Engineering & 981700014,
RODI System N/A N/A Construction, Inc. 981700015 $ 75,482.00 $0.00 $ 0.00 $ 75,482.00
Shooshanian Process
Engineering & 98170007,
Air Handlers N/A N/A Construction, Inc. 981700014, $ 340,896.00 $0.00 $ 0.00 $ 340,896.00
98170007,
981700010,
Shooshanian Process 981700011,
Engineering & 981730012,
Cabinetry, shelving N/A Construction, Inc. 981700014 $ 243,414.00 $0.00 $ 0.00 $ 243,414.00
Shooshanian Process
Engineering &
Power Generator N/A Construction, Inc. 981700014 $ 95,800.00 $0.00 $ 0.00 $ 95,800.00
Collateral Location:
00 Xxxxxxxx Xxx GRAND TOTALS $1,047,171.31 $0.00 $2,362.50 $1,049,533.81
Xxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Page 2 of 2
57
PROMISSORY NOTE NO. 8
$244,383.80 August 26, 1999
ANTIGENICS, LLC ("you") promise to pay to the order of FINOVA CAPITAL
CORPORATION ASSIGNEE OF FINOVA TECHNOLOGY FINANCE, INC. ("we," "us" or "FINOVA")
the principal amount of Two Hundred Twenty-Four Thousand, Three Hundred
Eighty-Three and 80/100 Dollars ($224,383.80), together with interest on the
unpaid principal balance at the interest rate per annum and on the dates and as
otherwise provided in the "Master Agreement" and "Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing. All payments will be made in immediately available funds.
This Note is secured by a Master Loan and Security Agreement dated November 19,
1998 (the "Master Agreement"), between you and FINOVA, and by the Collateral and
other collateral listed in the attached Schedule (the "Schedule"), dated the
same date as this Note. This Note may be accelerated by us upon a payment
default or upon another default under the Master Agreement.
TIME IS OF THE ESSENCE.
If you do not make a payment when it is due, you will also pay us a late charge
often (10%) of the amount past due. Your interest rate will be increased by 4%
per annum, over and above your regular interest rate if payment is not made at
the scheduled or accelerated Maturity of this Note. You will also pay all of our
costs of collection, including our reasonable attorney's fees and expenses. If
we accelerate this Note, you will also owe a prepayment premium, as set forth in
Exhibit A to the Master Agreement.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED AND FROM
WHICH THE ORDER TO PAY THE LOAN FUNDS WAS MADE. YOU CONSENT TO THE JURISDICTION
OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU WAIVE TRIAL
BY JURY
58
You represent to us that the proceeds of the loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ANTIGENICS, LLC. ATTEST:
[SEAL]
By /s/ Xxxx Xxxxx
-------------------------------------
Name Xxxx Xxxxx
-----------------------------------
Title CEO
----------------------------------
Date 8/20/99 /s/ Xxxxxxx Xxxx
----------------------------------- -----------------------------------
[Assistant] Secretary
FTF Promissory Note & Schedule
59
SCHEDULE NO. 8 TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
Schedule No. 8, dated August 26, 1999, (this "Schedule") to MASTER LOAN AND
SECURITY AGREEMENT dated as of November 19, 1998 (the "Master Agreement")
between ANTIGENICS, L.L.C.. a Delaware limited liability corporation with its
executive office and principal place of business at 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 ("you"), and FINOVA CAPITAL CORPORATION, ASSIGNEE
OF FINOVA TECHNOLOGY FINANCE, INC., a Delaware corporation with an office at 00
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000 ("we,' "us" or "FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing Two Hundred Twenty-Four
Thousand, Three Hundred Eighty-Three and 80/100 Dollars ($224,383.80) from us.
This borrowing is evidenced by your promissory note dated the same date as this
Schedule in the amount of $224.383.80 (the "Note") to which this Schedule is
attached.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the Loan,
together with interest at the interest rate, in forty-three (43) consecutive
monthly payments of principal and interest as follows: forty-two (42) monthly
payments each in the amount of $6,254.70, followed by one (1) final monthly
payment in the amount of $22,438.38 (the "Final Payment"). These payments will
be adjusted two business days prior to the date we make the Loan to you as set
forth in Paragraph 3.
The first monthly payment of principal and interest will be due on the thirtieth
(30th) day of the month that we make the Loan to you. The remaining payments
will continue on the same day in each and every month thereafter through and
including the date upon which the Final Payment is scheduled to be due (the
"Maturity Date"). Any remaining amount that you owe us is due on the "Maturity
Date."
If the date we make the Loan to you is not the thirtieth (30th) or the
thirty-first (31st) day of the month, you will pay, on the thirtieth (30th) day
of the month in which we make the Loan to you (in the case of making the Loan
the 30th), interest only, at the interest rate, from the date we make the Loan
to you to the twenty-ninth (29th) day of the same month.
If the date we make the Loan to you is the thirty-first (3lst), you xxxx pay
interest at the interest rate, from the date we make the Loan to you to the
twenty-ninth (29th) day of the next following month.
3. INTEREST: INDEXING. The interest rate in your payments shown above is
calculated at your regular rate of 9.20% per annum plus an "Index Rate," of
4.41%. The Index Rate means the highest yield, as published in THE WALL STREET
JOURNAL of three-year United States Treasury Notes. Two-business days prior to
the date we make the Loan to you, we will read THE WALL
60
STREET JOURNAL to determine the final Index Rate. If the Index Rate is not
published in THE WALL STREET JOURNAL, we will determine it from another reliable
source. We will increase or decrease the payments set forth above in Paragraph 2
to reflect any increase or decrease in the Index Rate. We will give you notice
of any increase as soon as we can. You will pay the increased payments unless we
have made an obvious mistake in our calculations. Interest is calculated in
advance using a 360-day year of twelve 30-day months.
4. PURPOSE OF LOAN: SECURITY INTEREST. You are making this borrowing to
finance (or refinance) your purchase of the collateral described in the attached
Schedule A to this Schedule, which you and we refer to as the "Collateral." You
grant us a security interest in the Collateral, as well as any additions,
omissions, substitutions and proceeds of the Collateral. You also grant us a
security interest in any leases and rentals of the Collateral, This security
interest secures the Note. It also secures the full and timely payment and
performance of all of your other obligations to us and to FINOVA Capital
Corporation under the Master Agreement and any other agreement, loan or lease
that you may have with us.
5. COLLATERAL ACCEPTANCE DATE. The Collateral shall be delivered, installed
and accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are made a
part of this Schedule as if repeated in this Schedule. Any declaration of
default under the Master Agreement is a default under this Schedule and permits
us to exercise all remedies provided by the Master Agreement.
ANTIGENICS, L.L.C. ATTEST:
By /s/ Xxxx Xxxxx
---------------------------
/s/ Xxxxxxx Xxxx
Name Xxxx Xxxxx -----------------------------------
------------------------- [Assistant] Secretary
Title CEO
------------------------
Date 8/20/99
-------------------------
61
SCHEDULE A
TO
SCHEDULE NO. 8
TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
ANTIGENICS L.L.C. (BORROWER) AND FINOVA CAPITAL CORPORATION, AS ASSIGNEE OF
FINOVA TECHNOLOGY FINANCE, INC. (LENDER)
------------------------------------------------------------------------------------------------------------------------------------
THE COLLATERAL CONSISTS OF THE FOLLOWING:
COLLATERAL DESCRIPTION SERIAL NO. VENDOR INVOICE NO. COST TAX FREIGHT
---------------------- ---------- ------ ----------- ---- --- -------
Various Office Furniture N/A Workplace Systems, Inc. 001686 $ 3,108.68 $109.87 $ 84.19
(5) 98-Unit Mouse Cage, (400)
Grommets, (100) (S) M-Barrier Top
10x19 Hi-T, (100) (S) PC 10x19x8
Cage Hi-T, (100) (S) Wire Bar Lid
10x19 Rat, (200) (S) PC 7xllx5
Cage Hi-Temp, (200) (S) Wire Bar
Lid 7xll Sheet Metal, (100) (S) Allentown Caging
Cardholder, Horizontal Hang. (6) N/A Equipment Co., Inc. 22420 $ 42,500.00 $ 0.00 $ 592.00
Ventilated Units (1) Washer-Super N/A Lab Products Inc. 052607 $ 59,745.00 $ 0.00 $1,386.00
Drying-Pro, (2) Sanitary Valves,
(1) Validation Monitor, (1) Washer
Resistivimeter, (2) Flowmeters. #82100009 Lancer USA Inc. 15489 $104,646.00 $ 0.00 $ 0.00
(1) Clean Air Hoods N/A The Xxxxx Company 9248 $ 6,664.49 $ 0.00 $ 330.00
(1) Microfuge 18 W/Rotor 120V
50/60HZ MFA99F16 Xxxxxxx Xxxxxxx 383826FT07 $ 1,672.71 $ 83.64 $ 51.22
COLLATERAL LOCATION:
00 XXXXXXXX XXX GRAND TOTALS $218,246.88 $193.51 $3,500.00
XXXXXX, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------
TRAINING GRAND TOTAL
-------- -----------
$ 0.00 $ 3,212.74
$ 0.00 $ 43,092.00
$ 0.00 $ 61,131.00
$3,500.00 $108,146.00
$ 0.00 $ 6,994.49
$ 0.00 $ 1,807.57
$3,500.00 $224,383.80
------------------------------------
Page 1 of 1
62
PROMISSORY NOTE NO. 9
$132,324.64 September 30, 1999
ANTIGENICS, L.L.C. ("you") promise to pay to the order of FINOVA CAPITAL
CORPORATION ASSIGNEE OF FINOVA TECHNOLOGY FINANCE, INC. ("we," "us" or "FINOVA")
the principal amount of One Hundred Thirty-Two Thousand, Three Hundred
Twenty-Four and 64/100 Dollars ($132,324.64), together with interest on the
unpaid principal balance at the interest rate per annum and on the dates and as
otherwise provided in the "Master Agreement" and "Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing. All payments will be made in immediately available funds.
This Note is secured by a Master Loan and Security Agreement dated November 19,
1998 (the "Master Agreement"), between you and FINOVA, and by the Collateral and
other collateral listed in the attached Schedule (the "Schedule"), dated the
same date as this Note. This Note may be accelerated by us upon a payment
default or upon another default under the Master Agreement.
TIME IS OF THE ESSENCE.
If you do not make a payment when it is due, you will also pay us a late charge
often (10%) of the amount past due. Your interest rate will be increased by 4%
per annum, over and above your regular interest rate if payment is not made at
the scheduled or accelerated Maturity of this Note. You will also pay all of our
costs of collection, including our reasonable attorney's fees and expenses. If
we accelerate this Note, you will also owe a prepayment premium, as set forth in
Exhibit A to the Master Agreement.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED AND FROM
WHICH THE ORDER TO PAY THE LOAN FUNDS WAS MADE. YOU CONSENT TO THE JURISDICTION
OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU WAIVE TRIAL
BY JURY.
63
You represent to us that the proceeds of the loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ANTIGENICS, L.L.C. ATTEST:
By /s/ Xxxx Xxxxx
---------------------------
Name Xxxx Xxxxx
-------------------------
Title CEO
------------------------
Date 9/29/99 /s/ Xxxxxxx Xxxx
------------------------- -----------------------------------
[Assistant] Secretary
FTF Promissory Note & Schedule(9)
64
SCHEDULE NO. 9 TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
Schedule No. 9, dated September 30, 1999, (this "Schedule") to MASTER LOAN AND
SECURITY AGREEMENT dated as of November 19, 1998 (the "Master Agreement")
between ANTIGENICS, L.L.C., a Delaware limited liability corporation with its
executive office and principal place of business at 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 ("you"), and FINOVA CAPITAL CORPORATION, ASSIGNEE OF FINOVA
TECHNOLOGY FINANCE, INC., a Delaware corporation with an office at 00 Xxxxxxxxx
Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000 ("we," "us", or "FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing One Hundred Thirty-Two
Thousand, Three Hundred Twenty-Four and 64/100 Dollars ($132,324.64) from us.
This borrowing is evidenced by your promissory note dated the same date as this
Schedule in the amount of $132,324.64 (the "Note") to which this Schedule is
attached.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the Loan,
together with interest at the interest rate, in forty-three (43) consecutive
monthly payments of principal and interest as follows: forty-two (42) monthly
payments each in the amount of $3,688.55, followed by one (1) final monthly
payment in the amount of $13,232.46 (the "Final Payment"). These payments will
be adjusted two business days prior to the date we make the Loan to you as set
forth in Paragraph 3.
The first monthly payment of principal and interest will be due on the thirtieth
(30th) day of the month that we make the Loan to you. The remaining payments
will continue on the same day in each and every month thereafter through and
including the date upon which the Final Payment is scheduled to be due (the
"Maturity Date"). Any remaining amount that you owe us is due on the "Maturity
Date."
If the date we make the Loan to you is not the thirtieth (30th) or the
thirty-first (31st) day of the month, you will pay, on the thirtieth (30th) day
of the month in which we make the Loan to you (in the case of making the Loan
the 30th), interest only, at the interest rate, from the date we make the Loan
to you to the twenty-ninth (29th) day of the same month.
If the date we make the Loan to you is the thirty-first (3lst), you will pay
interest at the interest rate, from the date we make the Loan to you to the
twenty-ninth (29th) day of the next following month.
3. INTEREST: INDEXING. The interest rate in your payments shown above is
calculated at your regular rate of 9.20% per annum plus an "Index Rate," of
4.41%. The Index Rate means the highest yield, as published in THE WALL STREET
JOURNAL of three-year United States Treasury Notes. Two-business days prior to
the date we make the Loan to you, we will read THE WALL
65
STREET JOURNAL to determine the final Index Rate. If the Index Rate is not
published in THE WALL STREET JOURNAL, we will determine it from another reliable
source. We will increase or decrease the payments set forth above in Paragraph 2
to reflect any increase or decrease in the Index Rate. We will give you notice
of any increase as soon as we can. You will pay the increased payments unless we
have made an obvious mistake in our calculations. Interest is calculated in
advance using a 360-day year of twelve 30-day months.
4. PURPOSE OF LOAN: SECURITY INTEREST. You are making this borrowing to
finance (or refinance) your purchase of the collateral described in the attached
Schedule A to this Schedule, which you and we refer to as the "Collateral." You
grant us a security interest in the Collateral, as well as any additions,
omissions, substitutions and proceeds of the Collateral. You also grant us a
security interest in any leases and rentals of the Collateral. This security
interest secures the Note. It also secures the full and timely payment and
performance of all of your other obligations to us under the Master Agreement
and any other agreement, loan or lease that you may have with us.
5. COLLATERAL ACCEPTANCE DATE. The Collateral shall be delivered, installed
and accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are made a
part of this Schedule as if repeated in this Schedule. Any declaration of
default under the Master Agreement is a default under this Schedule and permits
us to exercise all remedies provided by the Master Agreement.
ANTIGENICS, L.L.C. ATTEST:
By /s/ Xxxx Xxxxx
---------------------------
/s/ Xxxxxxx Xxxx
Name Xxxx Xxxxx -----------------------------------
------------------------- [Assistant] Secretary
Title CEO
------------------------
Date 8/20/99
-------------------------
66
SCHEDULE A
TO
SCHEDULE NO. 9
TO
MASTER LOAN AND SECURITY AGREEMENT NO. S7020
ANTIGENICS L.L.C. (BORROWER) AND FINOVA CAPITAL CORPORATION, AS ASSIGNEE OF
FINOVA TECHNOLOGY FINANCE, INC. (LENDER)
------------------------------------------------------------------------------------------------------------------------------------
THE COLLATERAL CONSISTS OF THE FOLLOWING:
QTY COLLATERAL DESCRIPTION SERIAL NO. VENDOR INVOICE NO. COST TAX FREIGHT GRAND TOTAL
--- ---------------------- ---------- ------ ----------- ---- --- ------- -----------
1 Bio Safety Cabinet N/A The Xxxxx Company 8862 $ 49,129.35 $0.00 $0.00 $ 49,129.35
1 Bio Safety Cabinet N/A The Xxxxx Company 8900 $ 42,074.24 $0.00 $0.00 $ 42,074.24
1 Bio Safety Cabinet N/A The Xxxxx Company 8860 $ 41,121.05 $0.00 $0.00 $ 41,121.05
COLLATERAL LOCATION:
00 XXXXXXXX XXX GRAND TOTALS $132,324.64 $0.00 $0.00 $132,324.64
XXXXXX, XX 00000
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