Exhibit 10.8.1
LOAN AGREEMENT
This Agreement is made as of this 26th day of June, 1997 by and between
the GTC XXXXX LABORATORIES, INC. a Massachusetts corporation (the
"Borrower"), having a place of business at 00 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000, and the EMERGING TECHNOLOGY FUND of the GOVERNMENT LAND
BANK, doing business as MASSDEVELOPMENT, a Massachusetts body politic and
corporate created by Chapter 212 of the Acts of 1975, as amended, (the
"Lender"), having offices at 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Borrower is the present owner of the land located at 00
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxxx, as more
particularly described in the Mortgage (as hereinafter defined) consisting of
land with the improvements thereon (the "Premises"); and
WHEREAS, the Borrower proposes to renovate the land and building located
at the Premises, in two phases, in accordance with plans and specifications
for each phase (the "Plans and Specifications"), which may be referred to
herein as the "Project"; and
WHEREAS, the Lender has reviewed and approved the Plans and
Specifications for Phase I of the Project which is now complete; and
WHEREAS, the Borrower will prepare Plans and Specifications for Phase II
of the Project (consisting of the renovation of the basement and first floor
of the Premises) for Lender's review and approval prior to its commencement
of Phase II; and
WHEREAS, in order to partially finance the construction of the Project,
the Borrower has applied to the Lender for a loan of up to Five Million and
No/100 ($5,000,000.00) Dollars (the "Loan"); and
WHEREAS, the Borrower has simultaneously herewith executed and delivered
to the Lender a Promissory Note of even date herewith in the principal amount
of Five Million and No/100 ($5,000,000.00) Dollars (the "Note") to evidence
the indebtedness of the Borrower for all money borrowed hereunder and, as
security therefor and for the performance of the Borrower's obligations under
this Agreement, has also delivered herewith to the Lender:
(a) A Mortgage and Security Agreement (the "Mortgage") granting to
the Lender a first lien on the Borrower's interest in the Premises, together
with a security interest from the Borrower as to certain items of tangible
and intangible, real and personal property;
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(b) A Collateral Assignment of Leases and Rents (the "Collateral
Assignment") with respect to all leases, rents, issues and profits from the
Property;
(c) An Assignment of Lease (the "Lease Assignment") with respect to
Borrower's interest in the property at 00 Xxxxx Xxxxxx, Xxxxxxxxx, XX;
(d) Hazardous Materials Indemnity Agreement from the Borrower (the
"Environmental Indemnity Agreement");
(e) Uniform Commercial Code Financing Statements (the "Financing
Statements") evidencing the security interests created by the Mortgage; and
(f) The Loan Guaranty of Genzyme Transgenics Corporation (the
"Guaranty").
WHEREAS, Lender will, upon the satisfaction of the terms and conditions
of the Loan documents with respect to Phase I of the Project, disburse Three
Million Seven Hundred Eighty Eight Two Hundred Fifty Nine and 52/100 Dollars
($3,788,259.52) on the date of this Agreement, leaving a balance of
$1,211,740.48 to be disbursed in a single payment upon the completion of
Phase II in accordance with this Agreement.
NOW, THEREFORE, for good and valuable consideration paid by each of the
parties hereto to the other, the receipt and sufficiency of which is hereby
acknowledged, the Lender and the Borrower agree with each other as follows:
1. REPRESENTATIONS AND WARRANTIES: The Borrower hereby represent and
warrant to the Lender that, as of the date of this Agreement:
A. The following instruments (collectively, the "Basic Instruments"):
1. The Note;
2. The Mortgage;
3. The Collateral Assignment;
4. The Lease Assignment;
5. The Environmental Indemnity;
6. The Financing Statements; and
7. The Guaranty.
have been validly executed by the Borrower, are now in full force and effect
and, that the Borrower and, to the knowledge of Borrower, the other parties
to the foregoing instruments have faithfully performed all their obligations
thereunder to the extent accrued as of the date hereof, and none of said
other parties has asserted any claim of default on the part of either the
Borrower.
B. The Borrower has good right and lawful authority to enter into this
Agreement and the Basic Instruments, and to consummate the transactions
contemplated hereby and thereby.
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C. The Borrower has duly executed and delivered this Agreement and all
documents referred to herein, including without limitation the Basic
Instruments, or delivered heretofore or herewith, in accordance with
authority duly conferred and exercised and such documents are the lawful,
valid and legally binding obligations of the Borrower, enforceable against
the Borrower in accordance with their respective terms.
D. The execution and performance of this Agreement and the Basic
Instruments, and the consummation of the transactions hereby and thereby
contemplated do not and will not result in any breach of, or constitute a
default under, any mortgage, lease, bank loan or credit agreement, trust
indenture, or other instrument or agreement to which the Borrower is a party
or by which the Borrower may be bound or affected; none of the Basic
Instruments and no other instrument or agreement to which the Borrower is a
party or by which the Borrower may be bound or affected imposes or will
impose on the Borrower any material obligations which are or will be
inconsistent with any other obligations imposed on the Borrower under any of
the Basic Instruments or any other instrument or agreement delivered by the
Borrower to the Lender, and there does not exist any undertaking made to any
party by the Borrower, nor any action or failure to act by either the
Borrower, which involves or will involve any breach of any material
obligation owed to any other party by the Borrower.
E. There are no actions, suits or proceedings (including, without
limitation, any bankruptcy, reorganization, insolvency or condemnation
proceedings) pending or threatened against the Borrower or materially
adversely affecting the Borrower or the Premises or the Project or which may
involve or affect the validity or enforceability of this Agreement or any of
the Basic Instruments, at law or in equity, or before or by any governmental
authority, except actions, suits and proceedings that have been disclosed to
Lender in writing and none of which, if adversely determined, would impair
the ability of the Borrower to pay when due any amount which may become
payable in respect of the Note and the Borrower is not in default with
respect to any order, injunction, decree or demand of any court or any
governmental authority.
F. A copy of the Plans and Specifications for Phase I of the Project
initialed for identification by the Borrower has been delivered to the Lender
prior to the date hereof and is true and correct, satisfactory to the
Borrower, approved by any governmental authority having or claiming
jurisdiction of the Premises, and has been approved in writing by Lender; no
violation of any applicable law, ordinance, order, rule or regulation exists,
and the use of the Premises for the Project does and will not constitute a
violation of any applicable laws, ordinances, orders, rules or regulations.
G. All statements, financial or otherwise, submitted by the Borrower to
the Lender in connection with this Agreement and the Basic Instruments, and
the transactions contemplated hereby are true and correct in all respects,
and with respect to any financial statements are in accordance with the books
and records of the Borrower and have been prepared in accordance with
generally accepted accounting principles consistently applied and fairly
present the financial condition of the Borrower, as of the dates thereof.
H. No person, firm or corporation has performed any construction work
or furnished services in connection with any construction carried on or to be
carried on at the
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Premises who or which remains unpaid at the time of execution of this
Agreement, except as indicated in the requisitions submitted simultaneously
herewith or otherwise approved by the Lender.
I. The Plans and Specifications for Phases I and II of the Project will
provide for the construction of all buildings and related facilities required
by this Agreement and the Basic Instruments, or any of them, and will set
forth all obligations to be performed by the Borrower. Prior to the
disbursement of any Loan proceeds for Phase II, Borrower shall furnish Lender
with an initial schedule and such other construction information that Lender
may reasonably request.
J. All certifications, representations and warranties contained in any
certificate or other instrument or agreement delivered by or on behalf of the
Borrower pursuant to this Agreement are true, correct and complete, and shall
constitute representations and warranties made by the Borrower hereunder
continuing throughout the term of the Loan.
2. BORROWER'S AGREEMENT TO PERFORM CERTAIN OBLIGATIONS:
A. Performance of Obligations: The Borrower agrees faithfully to
perform, pay and observe all of its respective debts, obligations and
liabilities to the Lender, direct or indirect, absolute or contingent, due or
to become due, existing or hereafter arising, including, without limitation,
all obligations under this Agreement and the Basic Instruments, or any of
them, together with all other agreements of the Borrower relating to the
Premises or the Project, (collectively, the "Obligations"). Upon the
occurrence of a default in the payment or performance of the Obligations or
an Event of Default (as hereinafter defined), Borrower agrees promptly to
notify the Lender of the same in writing in the manner specified in Paragraph
16 below. The Borrower further agrees to enforce all of its respective
rights under agreement of any kind with respect to the Premises or Project,
including without limitation leases and rental arrangements, without in each
case first obtaining the prior written consent of the Lender.
B. Financial Reporting: During the period of the Loan, the Borrower
shall submit to Lender, the financial information specified at Section 10 of
the Mortgage.
C. Certification: The financial statements delivered to the Lender
pursuant to this section shall be accompanied by a certificate of the chief
financial officer of the Borrower, certifying that such financial statements
are true and complete and that they fairly represent the financial condition
and operations of the Borrower over the periods indicated, that such
financial statements have been prepared in accordance with GAAP consistent
with preparation of the financial statements previously delivered to the
Lender, and, that no Event of Default (as hereinafter defined) has occurred
as of such date and no event has occurred which would constitute an Event of
Default with the giving of notice or lapse of time or both, and, if so,
stating the facts with respect thereto.
Borrower shall provide the Lender with such additional information,
reports or statements regarding the operations, business, affairs and
financial condition of each of them
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as the Lender may from time to time reasonably request. All financial and
business reports provided to the Lender shall be in form and substance
satisfactory to the Lender.
D. Access to Records: The Borrower shall keep the Lender fully and
accurately informed as to the location of all of its books and records and
whenever reasonably requested by the Lender, shall provide and certify, at
its sole expense, such information concerning the Project, the Borrower,
finances and other topics as the Lender reasonably considers necessary to
enable it to keep itself informed of financial and any other matters
pertaining the Borrower and the Project. The Borrower shall permit the
Lender's agents to have access to, examine, audit and copy all such books and
records and any other records pertaining to the Borrower's business which the
Lender may reasonably request. The Borrower shall keep adequate records and
books of account with respect to the Loan and its business in accordance with
GAAP. If the Borrower should not make its books and records available to the
Lender as contemplated herein, the Lender may remove them from the Borrower's
place of business or any other place where the same may be found for the
purpose of examining, auditing and copying the same. Any of the Borrower's
books and records so removed by the Lender's agents shall be returned to the
Borrower by the Lender as soon as the examination, audit or copying of the
same has been completed. At the Lender's request, the Borrower shall
reimburse the Lender for all reasonable travel, lodging and similar expenses
incurred in connection with any examination, audit or copying of the
Borrower's books and records.
E. Copies of Communications: Borrower will transmit to Lender,
immediately upon receipt thereof, any communication which could affect
Lender's security, or have a material adverse effect on the financial
condition of Borrower, or which otherwise involves a claim against Borrower
and will promptly respond fully to any inquiry of Lender made with respect
thereto.
3. AGREEMENT TO ASSIGN: On the request of the Lender from time to
time, the Borrower agrees to assign to the Lender, in such form as the Lender
may reasonably require, as collateral security for the Borrower's obligations
under this Agreement, all contracts, agreements and leases of every kind
entered into by the Borrower with respect to the Premises or the Project and
all permits, plans and specifications relating to the Premises or the Project
(such assignments to provide that the Lender shall not be obligated thereby
to perform any of the Borrower's obligations thereunder, unless the Lender
elects so to do, and further to provide that the Lender shall not exercise
the Borrower's rights under the contracts, agreements or leases assigned or
enjoy the use of said permits, plans and specifications until the Lender in
good faith shall have determined a default to exist hereunder).
4. ADDITIONAL COVENANTS OF BORROWER: The Borrower covenants and agrees
as follows:
A. Construction: To diligently cause Phase II of the Project to be
constructed and completed and made ready for occupancy and use in accordance
with Plans and Specifications to be approved by the Lender all in a manner
satisfactory to the Lender on or before December 31, 1998 (the "Completion
Date").
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The materials used in the Project shall be of the quality called for
by the Plans and Specifications, and the workmanship shall be in conformity
with this Agreement, and both shall be satisfactory to the Lender. The
Borrower shall not make any changes in or additions to such materials or the
construction contract whether by change order or otherwise, without the prior
written consent of the Lender, provided, however, that such consent shall not
be required for any individual changes or additions which do not materially
affect the Project, and the cost of which do not exceed the lesser of (i)
$10,000.00 or (ii) a two percent (2%) of the amount of the contract or
subcontract, pursuant to which such work is being performed.
The Borrower agrees to cause its Contractor to compile and deliver
to Borrower and Lender a list of all subcontractors performing work on the
Project and to cause the Contractor to continually update said list as
construction progresses. The Borrower agrees to cause the Contractor to
furnish such statements as to progress and certificates of completion as the
Lender may from time to time during the term of this Agreement reasonably
require, and also agrees to promptly execute and cause the Contractor to
promptly execute a Notice of Substantial Completion in conformance with
M.G.L. c. 254, Section 2A, and to record such Notice in the appropriate
registry of deeds, all without expense to Lender. The Borrower agrees to
provide a copy of the Notice of Substantial Completion to the Lender and to
any subcontractors performing work on the Project.
The Borrower further agrees to pay the cost incurred by the Lender
to engage a consulting engineer and/or architect (collectively, the "Lender's
Consultants") to inspect the Premises and the Project and to perform such
other services as the Lender may reasonably require in connection with the
Loan.
The Borrower agrees to cause the Contractor to make available to the
Lender all the Plans and Specifications for Phase II and all of the foregoing
services, all without expense to the Lender and in the event that the Lender
shall take over the Project by reason of Borrower's default, the Lender shall
be entitled to use said Plans and Specifications without any compensation to
the Contractor.
The Borrower agrees to provide the Lender for its approval, a
complete, current, written and detailed estimate of all direct and indirect
costs which will be associated with the construction of Phase II of the
Project in conformity with the Sources and Uses of Funds Schedule prepared by
Borrower and reviewed by Lender. Any changes in such Schedule shall be
reviewed and approved by the Lender, in its sole and uncontrolled discretion.
The Borrower agrees to promptly pay the Contractor and all other
contractors and materialmen the amounts justly due to them.
Prior to the commencement of construction of Phase II of the Project
contemplated by this Agreement, the Borrower agrees to provide the Lender
with Plans and Specifications, contracts, a list of the major subcontractors
as to trade and amount and, if requested by Lender, copies of the major
subcontracts and such other construction information
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that Lender may reasonably request. The Borrower further agrees to not permit
the major subcontractors working on the Project to change without the
Lender's written consent.
In the event the Construction Contract is terminated, the Borrower
agrees to notify the Lender and to promptly record the Notice of Termination
in the appropriate registry of deeds. The Borrower agrees to provide a copy
of the Notice to the Lender and any subcontractors which recorded a notice
pursuant to M.G.L. c. 254, Section 4.
B. Materials: The Borrower shall not suffer the use in connection with
the construction of the Project of any materials, fixtures or equipment
intended to become part of the Project which are purchased upon lease or
conditional xxxx of sale or to which the Borrower does not have absolute and
unencumbered title, and to cause to be paid punctually all sums becoming due
for labor, materials, fixtures or equipment used or purchased in connection
with such construction.
C. Insurance: The Borrower shall cause to be maintained in force
policies of insurance as set forth in the Mortgage.
D. Compliance With Government Regulations And Applicable Agreements:
The Borrower shall conform to and comply with all restrictions, building
laws, environmental laws and zoning laws relating to the Premises and Project
and with all other applicable statutes, laws, ordinances, codes, rules,
regulations and restrictions of the United States, the state and municipality
in which the Project is located and of any other governmental division, board
or officer having or claiming jurisdiction over the Premises, with the
requirements of the Board of Fire Underwriters or other insurance
underwriters or similar body, and with the provisions of the Basic
Instruments, and to insure that the Project will not encroach upon any public
or private way or any property belonging to third parties.
E. Priority Of Mortgage: The Borrower shall at all times keep the
Premises free from any attachment, encumbrance or lis pendens, from any
mechanics' or other liens or notices arising from the furnishing of materials
or labor and from all other liens and encumbrances of any kind whether such
lien or encumbrance shall be superior to or subordinate to the Mortgage and
real estate taxes not due and liens and encumbrances approved in writing by
the Lender.
F. Agreement Not Assignable: The Borrower shall not suffer any
attachment, whether by trustee process or otherwise, to be made or attempted
against the Borrower's interest in, to or under this Agreement or under the
Basic Instruments or in or to any payment, advance or other sums thereunder,
and shall not, without the prior written consent of the Lender, assign or
transfer any of the same, or any interest therein. Any such assignment or
transfer made without the Lender's consent shall be void and of no force or
effect. The Lender reserves the right to assign its rights hereunder and to
grant participation in the Loan to others.
G. Books And Records: The Borrower shall cause to be kept and
maintained, and shall permit the Lender and its representatives to inspect at
all reasonable times, accurate
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books, records and accounts showing all materials ordered and received and
all disbursements and accounts payable in connection with the Project, and to
use any funds advanced for construction solely for the payment of obligations
and expenses properly incurred in connection with said construction.
H. Inspection Of Construction; Access: The Lender and its
representatives shall at all times have the right to enter the Premises for
the purpose of inspecting the state of the Premises and progress of work and
materials thereon and to enforce any remedies in the event of a default
hereunder. If any such inspection is not satisfactory, then the Lender shall
not be obligated to make any advances to the Borrower.
I. Fees And Other Payments: Whether or not the transactions
contemplated herein shall be consummated, the Borrower shall pay promptly,
when due, all reasonable fees and expenses of the Lender's attorneys and of
the Lender's Consultants and participants incurred in connection with the
borrowing referred to herein and the preparation, execution, delivery and
performance of this Agreement, the Basic Instruments and the enforcement and
preservation of all rights of the Lender against the Borrower. Such fees and
expenses shall include, without limitation, reasonable attorneys' fees and
expenses (which shall include all costs for administrative, paralegal and
other support staff), appraisal fees, survey fees, engineering fees, lien
certificate fees, consultants' fees and title examination, title insurance
and recording fees. If the Borrower fails to make such payments or any other
payments which, in the reasonable judgment of the Lender, it is necessary to
make to secure the priority of the Mortgage upon ten (10) days written notice
to the Borrower, the Lender may make such payment for the Borrower's account
and charge the same against any advance that may otherwise be due hereunder
to the Borrower or may otherwise collect said amount from the Borrower, and
the Borrower agrees to pay to the Lender any such amount not so charged
against advances due hereunder, notwithstanding that the aggregate
indebtedness of the Borrower to the Lender hereunder may exceed the aggregate
amount which the Lender is obligated to advance hereunder. Such amounts
shall accrue interest at the rate(s) from time to time applicable to
indebtedness under the Note, and shall be secured by the Mortgage and other
Basic Instruments securing the Note.
J. Restrictions on Transfers and Distributions: Except as expressly
and specifically permitted by this Agreement, the Borrower shall not without
the prior written approval of the Lender in each instance obtained:
(i) Convey, assign, transfer, dispose of or encumber, or permit the
conveyance, assignment, transfer, disposal or encumbrance of all or any part
of any legal or beneficial interest in the Premises or the Project or any of
the real estate, personal property or fixtures included therein or used in
connection therewith (including in such personal property, without
limitation, rents and other contractual claims);
(ii) Permit any change in the identity of the officers, directors
and equity holders of the Borrower other than in the ordinary course of
Borrower's business;
(iii) Dispose of or delegate any right to manage or receive any of
the rents and profits of the Project;
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(iv) Make any distribution of assets or any income of any kind of
the Project;
(v) Permit the use of the Premises or the Project for any purpose
except the use which was proposed and disclosed to Lender; or
(vi) Repay sums borrowed (from anyone other than the Lender) for the
purpose of financing the cost of the Project except as approved by Lender,
but nothing herein contained shall restrict the payment of interest in
accordance with the applicable terms of such borrowings so long as the
Borrower is not in default hereunder.
K. Notice Of Delay: The Borrower shall give to the Lender prompt
written notice of any fire, explosion, accident, flood, storm, earthquake or
other casualty or strike, lock out, act of God or interruption of the
construction of Phase II of the Project which may interfere with the ability
of the Borrower to complete the Project by the Completion Date specified in
Paragraph 4(A) of this Agreement.
X. Xxxxx: At the option of the Lender, the Borrower shall furnish one
hundred percent (100%) performance, payment and xxxx xxxxx from all
contractors and subcontractors with the Lender to be named as co-obligee in
such amounts and in such form as shall be satisfactory to the Lender.
M. Use of Loan Proceeds: The Borrower shall utilize all Loan proceeds
only for items which are permitted under this Agreement. The Borrower agrees
to hold all advances by the Lender hereunder as a trust fund for the purpose
of payment of the costs and expenses permitted under this Agreement.
N. Additional Documentation: The Borrower shall promptly execute and
furnish such other documentation, agreements and assurances as the Lender
shall from time to time reasonably require.
O. Financing Sign on Property; Publicity: The Borrower authorizes the
Lender to prepare and furnish news releases to the news media or any other
publications selected by the Lender advertising the fact that financial
assistance for the Project has been obtained from the Lender.
P. Financial Covenants: The Borrower shall maintain net worth
(excluding intercompany receivables or payables) of at least Eight Million
Dollars ($8,000,000), measured on a quarterly basis. The Borrower shall
maintain, on an annual basis, local operating profit equal to at least twice
the debt service on the Loan.
5. AGREEMENT TO LEND AND BORROW: Subject to all of the terms and
conditions hereof, the Lender hereby agrees to lend to the Borrower, and the
Borrower hereby agrees to borrow from the Lender, the principal amount of the
Note in two installments pursuant to the terms of this Agreement and to pay
interest monthly on amounts so borrowed at the rate set forth in the Note, it
being understood that the Borrower shall be liable for the payment of
interest only on such sums as shall have been advanced from time to time
under this Agreement to the Borrower and which remain outstanding.
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6. CONDITIONS PRECEDENT TO FIRST ADVANCE: Prior to the first advance,
for Phase I of the Project, and as a condition of the Borrower's right to
receive any of the proceeds of the loan contemplated by this Agreement, there
shall have been furnished to the Lender:
A. A mortgagee's title insurance policy in form and substance and
issued by a company or companies satisfactory to the Lender and insuring that
the Lender has a valid first mortgage of record on the fee simple title to
the Premises, subject only to those encumbrances specifically approved by the
Lender, in an amount not less than the principal amount of the Note;
B. Such evidence as the Lender may require that the use contemplated
for the Premises and the Project, and all of the improvements therein and
construction thereof, comply with all restrictions, statutes, laws,
ordinances, rules, codes, regulations, requirements and provisions of
Paragraph 4D hereof;
C. Policies or certificates of insurance required by Xxxxxxxxx 0X
hereof;
D. Such evidence as the Lender may require that the Borrower's
representations and warranties of Borrower contained herein and in the Basic
instruments are true and correct;
E. A current survey, satisfactory in form and content to the Lender,
certified by a surveyor, registered as such in the Commonwealth of
Massachusetts to which is attached a certificate in the form hereto annexed
marked Exhibit A;
F. Such evidence as the Lender may require that the Premises and the
Project comply with applicable easements, restrictions and agreements of
record to the extent in force and applicable;
G. A certificate from a professional, registered as such in
Massachusetts, in the form hereto annexed marked Exhibit B, certifying
compliance with all applicable zoning, building, health, fire and safety
statutes, codes, by-laws and regulations and other governmental requirements,
the availability and adequacy of access/egress, sewer, drain, water, electric
and other utility services, to the lot line of the Premises, together with
such other assurances concerning the design of the Project as the Lender may
require;
H. Such evidence as the Lender may require that no flood insurance or
notices are required for the Premises or the Project under the so-called
Flood Disaster Protection Act of 1973 or, if such insurance or notices are
required, that such flood insurance coverage in form and substance and issued
by a company or companies satisfactory to the Lender is in force, or that
such notices have been given to the Borrower as the case may be;
I. The Lender's receipt of an opinion from counsel to the Borrower, in
form and substance satisfactory to the Lender's counsel, that the Premises
and the Project are in compliance with all applicable zoning codes, by-laws
and regulations and all environmental and other land use restrictions;
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J. Evidence in form and substance satisfactory to the Lender from the
Executive Office of Environmental Affairs that the provisions on M.G.L.
Chapter 30, Section 62 have been complied with in all respects prior to the
Phase II final advance.
K. The Lender's receipt of an opinion from counsel to the Borrower, in
form and substance satisfactory to the Lender's counsel, stating, among other
opinions, that the loan documents executed by the Borrower have been validly
authorized, duly executed and constitute the valid, binding and enforceable
obligations of the Borrower and that there is no pending litigation that
might adversely affect the Borrower or the Project.
L. The Lender's receipt of a certification from an environmental
engineer that all hazardous or toxic substances on, under or within the
Premises, as so defined under state and federal law, on, under or within the
Premises have been removed in compliance with all state and federal laws or,
in the alternative, verification that no such hazardous or toxic substances
exist on the property, in form and substance satisfactory to Lender and its
counsel.
M. Such evidence that the Lender may require that all permits,
licenses, approvals, variances or other like zoning relief required to permit
the construction and intended use of the Premises and the construction and
use of the Project (including, without limitation, a building permit) have
been acquired for the Borrower and are in full force and effect, and that all
remaining permits necessary for construction of the Project can be obtained
in the ordinary course of business;
N. Such evidence as the Lender may require that there has been no
material adverse change in the business, assets, property, prospects or
condition (financial or other) of the Borrower, and that the Premises shall
have sustained no impairment, reduction, loss or damage which has not been
fully restored and repaired and are in good condition, and that no eminent
domain proceedings or other government action is or shall be pending against
or with respect thereto; and
O. Payment of all attorney's, consultant and other fees and expenses
incurred by the Lender in connection with the closing of the Loan.
7. SUBMISSION OF REQUEST FOR FINAL ADVANCE: The final advance against
the Note and this Agreement upon the completion of Phase II of the Project is
to be made by the Lender, in its sole and uncontrolled discretion, under the
following conditions:
A. A certificate executed by the Borrower in the form annexed hereto
marked Exhibit C. At the Lender's request, all requests for any payment on
account of construction shall also be accompanied by certificates executed by
the Lender's Consultants in such form as Lender may reasonably require.
B. An endorsement of the title insurance policy referred to in
Paragraph 6A hereof, satisfactory in form and substance to the Lender
redating the policy to the date of such request and subject to no additional
exceptions other than those approved by the Lender in writing;
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C. (i) Delivery to Lender of a copy of the final certificate of use and
occupancy for the Project issued by the appropriate government authority; and
(ii) evidence that all utilities necessary for the Project are operational;
and (iii) upon the expiration of the period during which liens may be
perfected with respect to any improvements to the Project or Premises without
any lien having been perfected, or upon receipt of lien waivers satisfactory
to the Lender, or upon receipt of title insurance satisfactory to the Lender
insuring that there are and will be no mechanics' or materialmen's liens on
the Project to and including the point of final completion, except as may be
permitted pursuant to M.G.L. c. 254, Section 20; and (iv) the authorization
of Lender's construction consultant.
D. Without at any time waiving any of the Lender's rights under this
Agreement, the Lender shall always have the right to make an advance
hereunder without satisfaction of each and every condition upon the Lender's
obligation to make an advance under this Agreement; and the Borrower agrees
to accept any advance which the Lender may elect to make under this Agreement.
8. INTENTIONALLY DELETED:
9. LENDER'S RIGHT TO MAKE PAYMENTS AND TAKE OTHER ACTION: The Lender
may after ten (10) business days' prior notice to the Borrower of its
intention to do so, obtain and maintain all insurance coverage required by
the Lender in accordance with this Agreement, and may after five business
days' prior notice to the Borrower of its intention so to do (except in an
emergency when such shorter notice shall be given as is reasonable under the
circumstances), pay such amount as may be necessary to cause to be discharged
any encumbrances, any sums due or claimed to be due for labor or materials
furnished, and any other sums which in the reasonable opinion of the Lender,
or its attorneys, necessary to secure the priority of the Mortgage, and may
take such other and further action as it may deem advisable in order to
secure the completion of the Project in accordance herewith, the protection
of its secured positions and the performance of all obligations of the
Borrower hereunder. Any moneys so paid may be charged against sums due the
Borrower hereunder as the Lender may see fit and added to the indebtedness
under the Note, or may otherwise be collected from the Borrower, and the
Borrower agrees to repay to the Lender all such moneys, notwithstanding that
the aggregate indebtedness of the Borrower to the Lender hereunder may exceed
the aggregate amount which the Lender is obligated to advance hereunder.
Such amounts shall accrue interest at the rate(s) from time to time
applicable to indebtedness under the Note, and shall be secured by the
Mortgage and the other Basic Instruments securing the Note.
In addition, the Borrower hereby irrevocably authorizes the Lender at any
time and from time to time without further request from or notice to the
Borrower, to make advances which the Lender, in its reasonable discretion,
deems necessary or appropriate to protect the Lender's interest under this
Agreement, including, without limitation, advances made to cover debit
balances, principal of and/or interest on, any loans or any other
Obligations, any fees, and/or and enforcement costs, prior to, on or after
the termination of other advances under this Agreement, regardless of whether
the aggregate amount of the advances may exceed the amount of the Loan.
12
10. DEFAULT: The Borrower shall be deemed to be in default under this
Agreement upon the occurrence of any of the following events of default:
(i) failure of the Borrower to make, within ten (10) days of the
date when due, any payment of principal, interest or premium under the Note
or failure by the Borrower to pay within fifteen (15) business days of the
date due or demanded, as the case may be, any other amounts required to be
paid under this Agreement in the manner specified herein;
(ii) default by the Borrower under any of the provisions of this
Agreement continuing beyond fifteen (15) days after Lender's written notice
thereof and such additional time as shall be required to diligently cure any
defaults which cannot be cured within said fifteen (15) day period, as
reasonably determined by the Lender;
(iii) default under the Note or under any of the other Basic
Instruments or obligation by the Borrower beyond any applicable grace period
expressly set forth therein;
(iv) default by the Borrower in the payment or performance of any
other obligations of the Borrower with respect to the Project and the
continuance of such default for a period of fifteen (15) days after the
earlier of the date Borrower should have notified Lender thereof as set forth
hereunder or Lender's written notice thereof, or for any shorter period if
continuation of such default for such shorter period shall involve or result
in the taking of possession of the Project or any part thereof by any
creditor or obligee of the Borrower or shall involve or result in the
assertion of any other remedy by such creditor or obligee, which default, in
the Lender's opinion, may impair the Borrower's ability punctually to perform
all of its obligations under this Agreement or may threaten the Lender's
security;
(v) any representation or warranty made by or for the Borrower
herein or in any statement heretofore or hereafter furnished to the Lender by
or on behalf of the Borrower shall prove to have been incorrect, false or
misleading in any material respect when made or furnished;
(vi) insolvency, assignment for the benefit of creditors, or the
commencement of any proceedings under any bankruptcy or insolvency law or any
other laws relating to the relief of debtors, by, of or against the Borrower,
and such proceedings, if involuntary, shall not have been dismissed within
sixty (60) business days after commencement thereof;
(vii) any notice of contract, mechanic's lien, attachment, tax lien
of any kind or encumbrance (except as permitted pursuant to M.G.L. c. 254,
Section 2, or under the terms of the Mortgage) is filed against any
improvements to the Project or Premises, any materials, fixtures or other
items stored or to be stored thereon or therein or any personal property used
or to be used in connection with the operation thereof which is not withdrawn
or bonded or, with respect to which, Borrower has not escrowed sufficient
funds with Lender as security for such claims, to the satisfaction of the
Lender within thirty (30) days after filing;
(viii) condemnation or eminent domain taking of all or any part of
the Premises;
13
(ix) the entry of any judgment in excess of $25,000 against the
Borrower (not satisfied within sixty (60) days of entry);
(x) default by the Borrower under any other agreement made with the
Lender in connection with the Project;
(xi) failure of the Borrower to procure in a timely manner and
retain any of the federal, state, county, city, municipal or other permits,
licenses or approvals necessary to construct and operate the Project for its
intended purposes;
(xii) any change in control or the sale, transfer, assignment or
other disposition of any legal or beneficial interest of the Borrower without
the consent of the Lender which consent will not be unreasonably witheld or
delayed;
(xiii) failure of the Borrower to substantially complete Phase II
of the Project and to receive a permanent use and occupancy permit for Phase
II and the Project by the Completion Date;
(xiv) failure of the Borrower to continue its operations at the
Premises; or
(xv) failure of the Borrower to notify the Lender after the date
hereof of the discovery of any hazardous or toxic substances, as defined
under state or federal law, on the Premises or on any property adjacent
thereto or receipt of a Notice of Responsibility from the Department of
Environmental Protection by the Borrower or owner of any property adjacent to
the Premises.
11. LENDER'S REMEDIES IN EVENT OF DEFAULT: The Lender shall not be
obligated to make any advance if there shall exist any event of default as
defined in Paragraph 10 hereof or if, in the reasonable opinion of the
Lender, the sums remaining to be advanced hereunder together with other funds
made available by the Borrower shall be insufficient for the payment of all
expenses incurred or which may be incurred for the completion of the Project,
or if there shall have been any material adverse change in the credit or
financial standing of the Borrower. The Lender may at any time or times,
after an event of default, declare the unpaid principal of and accrued
interest on the Note to be immediately due and payable, whereupon the same
shall become due and payable without any notice or demand. In addition to
all other rights it shall have, including, without limitation, any and all
rights under the Basic Instruments, the Lender may at any time or times
thereafter take immediate possession of the Premises and in its discretion
may thereupon proceed to complete the Project or to take any other actions
with respect thereto. All materials at that time on or near the Premises
which are the property of the Borrower shall become the property of the
Lender, without payment therefor, to be used in said completion, and the
Lender is authorized to charge all money expended for said completion against
any payments not already advanced; and the Borrower agrees to pay the Lender
all sums expended in good faith by the Lender in said completion, even if the
same shall be more than the amount agreed to be advanced, together with such
additional sums as shall reasonably compensate the Lender for the time and
effort the Lender and its employees shall have expended in connection
therewith. The foregoing shall be deemed to authorize, but not obligate in
any event, the Lender to do all
14
such things in connection with the completion of the Project as it, in its
sole discretion, may deem advisable, including, without limitation, the right
to make any payments with respect to any obligation of the Borrower hereunder
to the Lender or any other person in connection with the construction to be
performed hereunder, to make additions and changes in the Plans and
Specifications, to employ contractors, subcontractors and agents and to take
any and all such action which is commercially reasonable with respect to the
completion of the Project, either in its own name or in the name of the
Borrower, and the Borrower hereby grants the Lender an irrevocable power of
attorney to act in its name in connection with the foregoing. In the event
that the Lender takes possession of the Premises and assumes control of the
Project as aforesaid, it shall not be obligated to continue the same longer
than it shall see fit in its sole discretion, and may thereafter at any time
abandon its efforts and refuse to make further payments for the account of
the Borrower, whether or not the Project has been completed.
In the event of the taking or condemnation of all or any portion of
the Premises, then such taking or condemnation shall constitute an event of
default hereunder, and the entire taking or condemnation award may be applied
by the Lender in reduction of the Note and all other amounts due the Lender
from the Borrower, or at the Lender's option any portion of said award may be
made available to the Borrower for the Project under such terms and
conditions as the Lender shall determine.
In addition to any rights available to the Lender under any of the
Basic Instruments, the Lender shall have the right, under this Agreement, to
participate in the settlement of any insured or condemnation claim, at the
Borrower's expense, and no insured loss or condemnation claim shall be
settled without the prior written approval of the Lender not to be
unreasonably withheld.
12. Commitment Fee: The Borrower has paid to the Lender the balance of
the Commitment Loan Fee of Forty Thousand ($40,000) Dollars prior to the date
hereof.
13. Public Purpose: It is the express intention of the Lender to
provide financing to projects that achieve public purposes as specified by
Chapter 212 of the Acts of 1975, as amended. The public purpose objectives
of the Project are to alleviate blighted conditions at the Premises,
encourage new and state-of-the-art technology based manufacturing and
research and development related thereto and to create employment
opportunities within the Commonwealth of Massachusetts. To ensure that these
public purpose objectives are being achieved, the Lender shall, at any time
and from time to time, have the right to examine the Premises and any and all
documents pertaining to the achievement of such objectives, and the Borrower
shall, as requested by the Lender, submit to the Lender evidence satisfactory
that such objectives are being adequately addressed in the implementation of
the Project.
14. Miscellaneous:
A. No suit at law or in equity shall be brought by the Borrower for any
alleged breach by Lender of the terms of this Agreement unless notice in
writing, particularly describing said alleged breach, shall have been given
to the Lender and the Lender shall have failed to commence to cure such
breach within sixty (60) days after such written notice.
15
B. Neither the approval by the Lender of the Plans and Specifications,
nor any subsequent inspections or approvals of the Project during
construction shall constitute a warranty or representation by the Lender or
any of its agents, representatives, or designees, as to the technical
sufficiency or adequacy or safety of the structure or any of its component
parts, including without limitation, its fixtures, equipment or furnishings,
nor shall such approvals or inspections constitute a warranty or
representation as to the sub-soil conditions involved in the Project or any
other physical condition or feature relating to this Project by any agent,
representative or designee of the Lender are performed solely for the benefit
of the Lender to assure repayment of the Loan and are not for the Borrower's
benefit or the benefit of any other person, including without limitation,
purchasers, tenants or other occupants.
C. The Borrower shall protect, indemnify and save harmless the Lender
and its officers, employees and agents against and from any and all
liabilities, suits, actions, claims, demands, losses, expenses and costs of
every kind and nature incurred by, or asserted or imposed against, the Lender
or its officers, agents or employees, or any of them, by reason of the
Lender's participation in the financing of the construction of the Project,
or by reason of any accident, injury (including death) or damage to any
person or property, howsoever caused, resulting from, connected with or
growing out of any act of commission or omission of the Borrower or any
partners, employees, agents, assignees, contractors or subcontractors of the
Borrower, or any use, nonuse, possession, occupation, condition, operation,
service, design, construction, acquisition, maintenance or management of, or
on, or in connection with, the Project or any part thereof, and regardless of
whether such liabilities, suits, actions, claims, demands, damages, losses,
expenses and costs be against or be suffered or sustained by the Lender or
any of its officers, agents or employees, or be against or sustained by other
persons, corporations or other legal entities to whom the Lender or any of
its officers, agents or employees may become liable therefor, except as the
same may be the direct result of acts of gross negligence or willful
misconduct on the part of the Lender. The Borrower may, and if so requested
by the Lender shall, undertake to defend, at their sole cost and expense, any
and all suits, actions or proceedings brought against the Lender in
connection with any of the matters mentioned in this Agreement provided that
the Lender shall give the Borrower timely notice of and shall forward to
Borrower documents, notices, summons or other process received with respect
to any claim or legal proceeding within the purview hereof. All of the
rights of the Lender set forth herein shall survive the termination of this
Agreement.
D. The parties agree that time is of the essence of this Agreement.
E. All decisions and determinations of the Lender made in good faith on
any question of fact or expediency hereunder shall bind the Borrower.
F. All rights and remedies hereunder provided in favor of the Lender
are intended to be cumulative and not exclusive of one another or exclusive
of any other remedy which the Lender might have at law or in equity,
including the right to enforce the payment of any amount due the Lender by
any proceeding at law or in equity.
G. No waiver at any time of any of the provisions or conditions of this
Agreement or of the Basic Instruments shall be construed as a waiver of any
other of such conditions or
16
provisions, nor shall such waiver in any instance be construed as a waiver of
the same provision or condition in other or subsequent instances.
H. This Agreement may not be waived, changed or discharged orally, but
only by an agreement in writing and signed by the party against whom
enforcement or any waiver, change or discharge is sought and any oral waiver,
change or discharge of any provision of this Agreement by any representative
of either party shall be without authority and of no force and effect.
I. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
J. The invalidity of any provision of this Agreement shall not affect
the validity of any other provision hereof, it being intended that all
provisions hereof shall be enforceable to the extent permitted by law.
K. The Borrower and Lender each hereby consent and irrevocably submit
to the non-exclusive jurisdiction of any state or federal court located in
any county in the Commonwealth of Massachusetts, as well as to the
jurisdiction of all courts to which an appeal may be taken from such courts,
for the purpose of any suit, action or other proceeding arising out of or in
connection with this Agreement (and, except as expressly set forth to the
contrary therein, the Basic Instruments) and hereby expressly waive any and
all objections to the venue in any such courts.
L. THE BORROWER AND THE LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT EITHER PARTY MAY HAVE OR HEREAFTER HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS NOTE. The Borrower hereby certifies that neither the
Lender, nor any of the Lender's representatives, agents or counsel has
represented, expressly or otherwise, that the Lender would not, in the event
of any such suit, action or proceeding, seek to enforce this waiver of right
to trial by jury. The Borrower acknowledges that the Lender has been induced
by this waiver (among other things) to enter into the loan transaction
evidenced by this Agreement.
M. All major public relations activity regarding the Project,
including, without limitation, all signage at the Premises, press releases,
ribbon cuttings, ground breaking or other similar activities, must by
reasonably approved by Lender.
15. PERFECTING OF SECURITY: The Borrower agrees to execute such
instruments as the Lender may from time to time reasonably request to perfect
and continue the security interest of the Lender in any and all rights under
this Agreement and any and all property of the Borrower which, under
applicable provisions of this Agreement, may or shall stand as security for
the Note.
16. NOTICES: Any notice, request, demand, statement or consent desired
or required to be given hereunder shall be in writing and shall be delivered
by hand, sent by certified mail, return receipt requested, sent by a
nationally recognized commercial overnight
17
delivery service with provisions for a receipt, postage or delivery charges
prepaid, or sent by facsimile transmission, to the Borrower or Lender at
their respective addresses set forth below (or to such other address as
either party may elect, provided that notice of such address change has been
sent to the other party pursuant to the terms hereof), and shall be deemed
given (i) when actually delivered, if delivered by hand, (ii) upon receipt,
if sent by certified mail, (iii) the next business day after being placed in
the possession of an overnight delivery service, if sent by an overnight
delivery service or (iv) if sent by facsimile transmission, when electronic
indication of receipt is received. Notices shall be addressed, in the case
of the Borrower, to such parties at:
GTC Xxxxx Laboratories, Inc.
00 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Director of Finance
with a copy to:
Xxxx X. Xxxxx, Xx., CPA
Genzyme Transgenics Corporation
0 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
and in the case of the Lender, to it at:
Emerging Technology Fund of the Government Land Bank
d/b/a MassDevelopment
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Portfolio Manager
with at copy to:
Managing Partner
Xxxxxxxx, Xxxxxxx & Xxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
or in the case of either party to such other address as shall be designated
by written notice given to the other party.
18
Witness the execution hereof under seal as of the day and year first
above mentioned.
Lender:
WITNESS: EMERGING TECHNOLOGY FUND OF THE
GOVERNMENT LAND BANK d/b/a
MASSDEVELOPMENT
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
---------------------------------- -----------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Executive Director
Borrower:
WITNESS: GTC XXXXX LABORATORIES, INC.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxx, Xx.
---------------------------------- -----------------------------------
Xxxxx X. Xxxxxx
Name: Xxxx X. Xxxxx, Xx.
184393-2 Its: Vice President and Treasurer
19
EXHIBIT A
SURVEYOR'S CERTIFICATE
----------------------
Lender: THE EMERGING TECHNOLOGY FUND of
the GOVERNMENT LAND BANK d/ b/a
MASSDEVELOPMENT
Borrower: GTC XXXXX LABORATORIES, INC.
Loan Amount: $5,000,000
Premises: 00 Xxxxx Xxxxxx
Xxxxxxxxx, XX
In connection with the above-described loan and intending that the Lender
may rely on this Certificate, I hereby certify to the Lender that the survey
entitled was actually made on the ground and is correct according to the
record description of the Premises; that the bounds and measurements shown on
the survey are correct; that the title lines and actual lines of possession
are the same; that no buildings or improvements on or relating to the
Premises encroach over any property of others or over any easements,
servitudes or rights-of-way (except as shown on the survey), and that no
buildings or improvements on property of others encroach on the Premises or
on any easements, servitudes or rights-of-way appurtenant thereto; and that
the survey shows: the location of all building(s) and other improvements now
existing; the location of all additional improvements to be constructed
contemplated by the plans and specifications approved by the Lender; the
location of all means of ingress and egress from the Premises; the location
of all utilities services from the Premises to the nearest public road or
right-of-way (and if from the Premises to the public right-of-way such
utilities pass over land owned by others, I hereby certify that said passage
is by means of valid, recorded easement(s); the bounds of any areas
constituting a flood hazard area or wetlands or aquifer protection area under
the Federal Flood Disaster Protection Act or under any state or local law,
ordinance or by-laws or regulations (including zoning) and any other area in
which the use of the Premises is restricted in any manner, and the location
of all easements affecting the Premises; whether encumbering the Premises or
appurtenant thereto.
Dated: June __, 1997 -----------------------------------
Registered Surveyor
Registration
No. ------------------------------
184393-2
20
EXHIBIT B
ARCHITECT'S CERTIFICATE
-----------------------
Lender: THE EMERGING TECHNOLOGY FUND of
the GOVERNMENT LAND BANK d/b/a
MASSDEVELOPMENT
Borrower: GTC XXXXX LABORATORIES, INC.
Loan Amount: $500,000
Premises: 00 Xxxxx Xxxxxx
Xxxxxxxxx, XX
In connection with the above-described loan and intending that the Lender
may rely on this Certificate, I hereby certify to the best of my belief,
information and knowledge to the Lender that:
1. Access to and egress from the Premises and the improvements
constructed, and to be constructed, and to be constructed, thereon (the
Project ) are in accordance with applicable governmental requirements and
will be provided via the means indicated on plans and specifications approved
by the Lender, and all necessary approvals therefor have been obtained.
2. Municipal water, municipal storm sewer and municipal sanitary sewer
facilities and telephone, gas and electric services of public utilities are
available at the Premises and are adequate to serve the Project. Connections
for the Project to said facilities and services have been obtained.
3. The Premises and the intended construction of the Project consistent
with the said plans and specifications comply with all applicable zoning,
building code, health, fire, safety, wetland and watershed protection and
environmental statutes, codes, by-laws and regulations.
Dated: -----------------------------------
Registered Professional Engineer
---------------------- Registration
No. -------------------------------
184393-3
21
EXHIBIT C
CERTIFICATE OF BORROWER
-----------------------
APPLICATION FOR FINAL PAYMENT
-----------------------------
Lender: THE EMERGING TECHNOLOGY FUND of
the GOVERNMENT LAND BANK d/b/a
MASSDEVELOPMENT
Borrower: GTC XXXXX LABORATORIES, INC.
Loan Amount: $5,000,000
Premises: 00 Xxxxx Xxxxxx
Xxxxxxxxx, XX
In connection with the above-described loan, and intending that the
Lender may rely on this Certificate, the Borrower hereby certifies to the
Lender that:
A. No changes have been made in any respect to the Plans and
Specifications except those which have had the prior approval of you or for
which approval is not required under the Loan Agreement;
B. All construction has in every material respect been performed in
accordance with the Plans and Specifications and with such approved changes;
C. The funds remaining unadvanced under the Loan Agreement, together
with the remaining equity funds to be contributed by the Borrower will be
sufficient for the payment of all related direct and indirect costs for the
completion of the Project in accordance with all of the terms and provisions
of the Loan Agreement;
D. All loan funds requisitioned by the Borrower and disbursed by the
Lender under previously approved requisitions have been expended for the
purpose for which they were requisitioned, and all equity funds heretofore
contributed have been likewise expended;
E. The representations and warranties made by the undersigned in the
Loan Agreement are true and correct as of the date hereof with the same
effect as if made on this date;
F. The undersigned represents and warrants that it is not in default of
any of its obligations to the Lender in connection with the Project; and
G. Full payment has been made of all obligations incurred by the
undersigned to subcontractors, workmen and materialmen for and with respect
to all work and materials supplied through and including the date of the
Borrower's last Application for Payment, except for the amount of any
holdback or retainage being withheld in accordance with the terms of such
obligations and full payment has been made by all subcontractors to their
22
subcontractors, workmen and materialmen for and with respect to all work and
materials supplied through and including the date of the Borrower's last
Application for Payment.
All capitalized terms herein shall bear the meanings ascribed to such
terms by that Loan Agreement between the Lender and the Borrower concerning
the Project.
Borrower:
GTC XXXXX LABORATORIES, INC.
By: ------------------------------
Name:
Its:
Dated:
184393-3
23
