EXHIBIT 10.27.6
FIFTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Fifth
Amendment") is made and entered into as of the 21st day of February, 1997, by
and among GENZYME TRANSGENICS CORPORATION, a Massachusetts corporation having
its principal place of business at Xxx Xxxxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx 00000 (the "Parent") and its Subsidiaries listed on the
signature pages hereto (the Parent and each such Subsidiary is individually
referred to herein as a "Borrower," and collectively as the "Borrowers"), and
THE FIRST NATIONAL BANK OF BOSTON (the "Bank"), a national banking
association with its head office at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
WHEREAS, the Borrowers and the Bank entered into a Revolving
Credit Agreement dated as of July 3, 1995 as amended by the First Amendment
to Revolving Credit Agreement dated as of September 15, 1995, the Second
Amendment to Revolving Credit Agreement dated as of December 22, 1995, the
Third Amendment to Revolving Credit Agreement dated as of March 29, 1996 and
the Fourth Amendment to Revolving Credit Agreement dated as of October 1,
1996 (as further amended and in effect from time to time, the "Credit
Agreement") pursuant to which the Bank extended credit to the Borrowers on
the terms set forth therein;
WHEREAS, the Bank and the Borrowers have agreed to amend the
Credit Agreement as hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used herein without
definition have the meanings ascribed to them in the Credit Agreement.
2. Amendment to Credit Agreement.
Effective as of December 30, 1996, Section 8.2(a)(xi) of the
Credit Agreement is hereby deleted in its entirety and the following
substituted in place thereof:
"and (ix) Indebtedness of (a) TSI Corporation to Finova
Technology Finance, Inc. (formerly Financing for Science
International, Inc. ("Finova")) pursuant to the terms of the
Master Equipment Lease Agreement dated as of September 27, 1994
by and between TSI Corporation and Financing for Science
International, Inc., and of the Parent, Argus Research
Laboratories, Inc., TSI Xxxxx Laboratories, Inc., TSI Redfield
Laboratories, Inc., and TSI Washington Laboratories, Inc. to
Finova pursuant to guaranties of such lease; and (b) the Parent
to Transamerica Business Credit Corporation ("TBCC") pursuant to
the terms of the Master Lease Agreement dated as of December 30,
1996 by and between TBCC and the Parent, and of TSI
Corporation, BioDevelopment Laboratories, Inc., TSI Xxxxx
Laboratories, Inc., TSI Washington Laboratories, Inc., TSI
Redfield Laboratories, Inc., and Argus Research Laboratories,
Inc. to TBCC pursuant to guaranties of such lease provided that
the aggregate outstanding amount of all such Indebtedness shall
not exceed $5,300,000."
3. Ratification, etc.
Except as expressly amended hereby, the Credit Agreement, the
other Loan Documents and all documents, instruments and agreements related
thereto are hereby ratified and confirmed in all respects and shall continue
in full force and effect. This Fifth Amendment and the Credit Agreement
shall hereafter be read and construed together as a single document, and all
references in the Credit Agreement or any related agreement or instrument to
the Credit Agreement shall hereafter refer to the Credit Agreement as amended
by this Fifth Amendment. By executing this Fifth Amendment where indicated
below, the Guarantor hereby ratifies and confirms its guaranty of the
Obligations pursuant to the terms of the Guaranty, as amended, and
acknowledges and consents to the terms of this Fifth Amendment.
4. GOVERNING LAW.
THIS FIFTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL TAKE
EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
5. Counterparts. This Fifth Amendment may be executed in any
number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which counterparts taken together shall be deemed to
constitute one and the same instrument. A complete set of counterparts shall
be lodged with the Bank.
6. Effectiveness. This Fifth Amendment shall become effective
upon its execution and delivery by the respective parties hereto.
7. Entire Agreement. THE CREDIT AGREEMENT AS AMENDED
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement under seal as of the date first set forth above.
THE BORROWERS:
GENZYME TRANSGENICS CORPORATION
By: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Address of the Parent:
Xxx Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
TSI CORPORATION
By: /s/ Xxxx X. Xxxxx
------------------------------
Title: Vice President
TSI XXXXX LABORATORIES INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Title: Vice President
TSI WASHINGTON LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Title: Vice President
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TSI REDFIELD LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Title: Vice President
ARGUS RESEARCH LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Title: Vice President
TRANSGENIC INVESTMENTS, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Title: Vice President
HEALTH AND SCIENCES RESEARCH
INCORPORATED
By: /s/ Xxxx X. Xxxxx
------------------------------
Title: Vice President
THE TSI CENTER FOR DIAGNOSTIC
PRODUCTS, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Title: Vice President
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BIODEVELOPMENT LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Title: Vice President
THE BANK:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
Address:
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
ACCEPTED AND AGREED
TO BY:
The Guarantor:
GENZYME CORPORATION
By: /s/ Xxxx X. Xxxxxx
-----------------------
Title: Vice President and Treasurer
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