Exhibit
10.4


 


FIRST AMENDMENT TO
ACQUISITION AND

CONSTRUCTION LOAN AGREEMENT


 


This FIRST
AMENDMENT TO ACQUISITION AND CONSTRUCTION LOAN AGREEMENT (this “Amendment”), is
made as of the 28th day of June 2004, by and between 830 WINTER
STREET LLC, a Delaware limited liability company, having an address of c/o
Praecis Pharmaceuticals Incorporated, 830 Winter Street, Waltham, Massachusetts
02451 (“Borrower”) and ANGLO IRISH BANK CORPORATION PLC, with an address at 84
State Street, Boston, Massachusetts 02109 (“Lender”).


 


W
I  T  N  E  S  S  E  T  H:


 


Reference is hereby made
to the following facts:


 


A.                                   Lender
has made that certain Loan (the “Loan”) to the Borrower, which Loan is secured
by certain real property and improvements located at 830 Winter Street in
Waltham, Middlesex County, Massachusetts (the “Property”).  In connection therewith, the Borrower
executed and delivered to the Lender (or caused to be executed and delivered to
the Lender), among other things, the following (collectively, together with all
other documents and instruments heretofore executed and delivered in connection
with the Loan, and all amendments and modifications thereto, the “Existing Loan
Documents”):


 


1.                                       That
certain Acquisition and Construction Loan Agreement (the “Original Loan
Agreement”), dated as of July 11, 2000, between the Borrower and the
Lender;


 


2.                                       That
certain Promissory Note (the “Original Note”), dated as of July 11, 2000,
made by the Borrower, payable to the order of the Lender, in the original
principal amount of $33,000,000.00;


 


3.                                       That
certain Construction Mortgage and Security Agreement (the “Original Mortgage”),
dated as of July 11, 2000, from the Borrower, as mortgagor, to the Lender,
as mortgagee, filed with the Middlesex South Registry District of the Land
Court (the “Land Court”) as Document No. 1144043;


 


4.                                       That
certain Assignment of Leases and Rents (the “Original Assignment of Leases”),
dated as of July 11, 2000, from the Borrower, as assignor, to the Lender,
as assignee, filed with the Land Court as Document No. 1144044;


 


5.                                       That
certain Collateral Assignment and Security Agreement in respect of Contracts,
Licenses and Permits (the “Original Collateral Assignment


 

















 


of Contracts, Licenses
and Permits”), dated as of July 11, 2000, made by the Borrower in favor of
the Lender;


 


6.                                       That
certain Guaranty of Costs and Completion (the “Costs and Completion Guaranty”)
dated as of July 11, 2000, made by Praecis Pharmaceuticals Incorporated
(the “Guarantor”) in favor of Lender;


 


7.                                       That
certain Guaranty of Non-Recourse Exceptions (the “Original Non-Recourse
Exceptions Guaranty”) dated as of July 11, 2000, made by Guarantor in
favor of Lender;


 


8.                                       That
certain Environmental Compliance and Indemnity Agreement (the “Original
Environmental Indemnity”), dated as of July 11, 2000, made jointly and
severally by the Borrower and the Guarantor in favor of the Lender;


 


9.                                       Those
certain UCC-1 Financing Statements (collectively, the “Original UCC-1 Financing
Statements”) filed with the Secretary of State of Massachusetts and with the
Land Court as Document No. 11044045; and


 


10.                                 Certain
other collateral security documents.


 


B.                                     Prior to the date hereof, Project Completion has
been achieved, the Loan has been fully funded by the Lender to the Borrower and
the Initial Term has been extended to July 30, 2004 in accordance with the
terms of the Existing Loan Documents.


 


C.                                     Lender
and Borrower have agreed to further extend the maturity date of the Loan and to
modify and amend the Loan in certain respects. 
In connection therewith the Borrower, the Lender and the Guarantor, as
applicable, have agreed as follows: (i) to modify and amend the Original Loan
Agreement, pursuant to this Amendment; (ii) to modify and amend the Original
Note pursuant to that certain First Amendment to Note (the “First Note Amendment”),
of even date herewith; (iii) to modify and amend the Original Mortgage pursuant
to that certain First Amendment to Construction Mortgage and Security Agreement
(the “First Mortgage Amendment”), of even date herewith; (iv) to modify and
amend the Original Assignment of Leases, pursuant to that certain First
Amendment to Assignment of Leases and Rents (the “First Assignment of Leases
Amendment”), of even date herewith; (v) to modify, amend and reaffirm the
Original Collateral Assignment of Contracts, Licenses and Permits pursuant to
that certain First Amendment to Collateral Assignment and Security Agreement in
respect of Contracts, Licenses and Permits (the “First Collateral Assignment of
Contracts, Licenses and Permits Amendment”), of even date herewith; (vi) to
modify, amend and reaffirm the Original Non-Recourse Exceptions Guaranty,
pursuant to that certain First Amendment to and Reaffirmation of Guaranty of
Non-Recourse Exceptions (the “First Non-Recourse Exceptions Guaranty
Amendment”), of even date herewith; (vii) to modify, amend and reaffirm the
Original Environmental Indemnity, pursuant to that certain First Amendment to
and Reaffirmation of Environmental Compliance and Indemnity Agreement (the
“First


 


2

















 


Environmental Indemnity
Amendment”), of even date herewith; (viii) to modify the Original UCC-1
Financing Statements pursuant to UCC-3 Financing Statements and to file a new
UCC-1 Financing Statement with the Secretary of the State of Delaware
(collectively, the “Financing Statement Amendments”) of even date
herewith.  This Amendment, the First
Loan Agreement Amendment, the First Mortgage Amendment, the First Assignment of
Leases Amendment, the First Collateral Assignment of Contracts, Licenses and
Permits Amendment, the First Non-Recourse Exceptions Guaranty Amendment, the
First Environmental Indemnity Amendment, the Financing Statement Amendments,
together with all other documents and instruments being executed concurrently
herewith, are referred to herein collectively as the “Amendment Documents.”


 


D.                                    The
Original Loan Agreement, as modified and amended by this Amendment, is
hereinafter referred to as the “Loan Agreement.”  All capitalized words and phrases used in this Amendment and not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement.


 


NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the receipt,
sufficiency and delivery of which are hereby acknowledged, the Borrower, the
Guarantors, and the Lender hereby agree as follows:


 


1.                                       Agreement
to Make Advances.  Notwithstanding
anything to the contrary contained in the Original Loan Agreement, including,
without limitation, the provisions of Section 2 thereof, the Borrower
hereby acknowledges and agrees that Project Completion has been achieved and
that the Lender has no further obligation to make any further Advances with
respect to the Loan.


 


2.                                       Note
Term and Extension Terms. Section 4 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:


 


“4.                                 The
Note; Term and Extension Term.


 


The obligation of the
Borrower to pay the Loan Amount plus accrued interest thereon, shall be
evidenced by the Note and payable in accordance therewith.  In the event the Note is lost, destroyed or
mutilated at any time prior to payment in full of the indebtedness evidenced
thereby, the Borrower shall execute a new note substantially in the form of the
Note.


 


The Note provides for a
new term (the “New Term”) commencing on the date hereof and ending on
July 30, 2009, or such earlier date, if any, to which the scheduled
maturity date is accelerated under the terms of the Note or such later date, if
any, to which the scheduled maturity date is extended as set forth below (the
“Maturity Date”).  The New Term is
subject to two (2), one-year extension rights


 


3

















 


upon satisfaction of the conditions set forth below
with respect to each such extension option and subject, in all events, to the
rights of acceleration in the Note:


 


(a)                                  Borrower
and Guarantor shall have delivered to Lender a “date-down” certificate
certifying to Lender’s satisfaction that all the representations and warranties
contained herein or in any of the other Loan Documents are true and complete in
all material respects as of the date of the request for the extension and the
date of commencement of the extension period (subject, with respect to any
representation that relates expressly to an earlier date, any update thereof
acceptable to Lender having the effect of making such representation then
currently accurate);


 


(b)                                 No
Default or Event of Default shall exist;


 


(c)                                  Borrower
shall have given Lender written notice of Borrower’s request to exercise its
extension right at least thirty (30) days, but no more than one hundred twenty
(120) days, before the Maturity Date (or, in the case of a second one-year
extension, the Maturity Date, as previously extended);


 


(d)                                 Notwithstanding
anything to the contrary contained in this Agreement, including, without
limitation, the provisions set forth in Section 11.10 hereof, (i) the then
outstanding principal balance of the Loan shall not exceed 55% of the Appraised
Value; it being acknowledged and agreed that Lender shall have the right to
require Borrower, at Borrower’s sole cost and expense, to obtain an updated
Appraisal, satisfactory to Lender in all respects; and (ii) the Debt Service
Coverage Ratio shall equal or exceed 135%; it being acknowledged and agreed
that, for purposes of calculating the Debt Service Coverage Ratio for the
twelve (12) month period prior to any extension, the term “Debt Service
Charges” shall mean the sum of:  (i) all
regularly scheduled payments, charges, fees and expenses payable by the Borrower
based on an interest rate equal to the greater of (A) 6.5% or (B) the Cost of
Funds Rate (as defined in the Note); provided, however, in
determining the Cost of Funds Rate for purposes of this Section 4(d) only,
the maturity period shall be five (5) years, (ii) all fees and charges payable
by Borrower hereunder and under the Loan Documents, (iii) all regularly
scheduled payments, charges, fees and expenses payable by the Borrower with
respect to all other Indebtedness of the Borrower, and (iv) the costs and
expenses payable by the Borrower with respect to all credit enhancements, if
any, relating to the Loan;


 


4

















 


(e)                                  All
of the conditions set forth in §7 of this Agreement, to the extent applicable,
shall continue to be satisfied;


 


(f)                                    Borrower
shall have paid, for each such extension, an extension fee equal to 1/8% of the
outstanding principal amount of the Loan as of the date of the proposed
extension, plus reimbursed Lender for all third-party fees and expenses
incurred by Lender (including reasonable attorney fees and costs) in connection
with such extension;


 


(g)                                 At
the election of Lender, Borrower shall have provided evidence to Lender that
Borrower has placed into effect for the extension period an interest rate
protection arrangement satisfactory to Lender;


 


(h)                                 the
Key Lease shall be amended pursuant to an amendment satisfactory to Lender in
all material respects, providing for a Base Rent (as defined in the Key Lease)
equal to the then Fair Market Value (as defined below);


 


(i)                                     Without
limiting clause (b) above, no breach of any covenants imposed upon Borrower or
Guarantor shall exist, including, without limitation, the Guarantor Financial
Covenants set forth in Section 11.12 of this Agreement;


 


(j)                                     Without
limiting clause (i) above, EBITDA (as defined below) for the fiscal year then
ending on December 31, 2008, shall be not less than $7,500,000.00 and
EBITDA for the fiscal year then ending on December 31, 2009, as estimated
by Borrower, based upon EBITDA for the first (1st) fiscal quarter of
fiscal year 2009, to Lender’s reasonable satisfaction, shall be not less than
$10,000,000.00; and


 


(k)                                  Within
fifteen (15) days of any request therefor, Borrower and Guarantor shall have
executed and delivered to Lender such agreements and documents as Lender may
reasonably require incident to the extension.”


 


3.                                       Additional
Arrangement Fee. The Borrower agrees to pay to the Lender on the date of
this Amendment a non-refundable additional arrangement fee in the amount of
$250,000.00.


 


4.                                       Project
Approvals.  Notwithstanding anything
to the contrary contained in the Original Loan Agreement, including, without
limitation, Section 9.21


 


5

















 


and Schedule 3 of
the Original Loan Agreement, Borrower hereby represents and warrants that it
has obtained all Project Approvals and that all Project Approvals have been
validly issued and are in full force and effect.


 


5.                                       Borrower
Financial Covenants. 
Section 11.10 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:


 


“11.10  Borrower Financial Covenants.


 


(a)                                  Loan
to Value.  The Borrower covenants
and agrees that, so long as the Loan is outstanding, the Borrower will not
permit the outstanding principal amount of the Loan to exceed 65% of the
Appraised Value of the Project. 
Compliance with the foregoing shall be tested commencing on
July 30, 2004, and thereafter on a annual basis; provided that Borrower
shall not be in breach of this covenant unless Lender has given Borrower notice
of such deficiency and Borrower has failed within thirty (30) days thereafter
to pay down the principal of the Loan to a sufficient extent so as to eliminate
any deficiency, together with payment of any applicable prepayment or the like
charges.


 


(b)                                 Debt
Service Coverage Ratio.  The
Borrower covenants and agrees that, with respect to the twelve (12) month
period ending on December 31, 2004 and each ensuing twelve (12) month
period thereafter, the Borrower’s Net Operating Income shall be not less than
130% of Borrower’s Debt Service Charges (“Debt Service Coverage Ratio”).  Compliance with the foregoing shall be
tested quarterly on each of January 1, April 1, July 1 and October 1
in each calendar year.  If, based on its
review of the Borrower’s most recent financial statement and such other factors
as the Lender reasonably deems appropriate, the Lender determines that Borrower
does not meet the Debt Service Coverage Ratio requirement, then, within thirty
(30) days after notice thereof from the Lender, the Borrower shall have the
right to cure such deficiency by paying down the outstanding principal balance
of the Loan so as to comply with this requirement.”


 


6.                                       Financial
Covenants of Guarantor.  The
following Section 11.12 hereby is added to the end of Article 11 of
the Loan Agreement:


 


“11.12 Guarantor
Financial Covenants.  Borrower
covenants and agrees that, for so long as the Loan or any portion thereof
remains unpaid:


 


(a)                                  Net
Worth. Guarantor shall at all times maintain a Net Worth (as defined below)
of not less than $75,000,000.00. 
Compliance with


 


6

















 


the foregoing shall be
tested commencing on December 31, 2006 and thereafter on an annual basis.


 


(b)                                 Liquid
Assets. Guarantor shall at all times maintain liquid assets which are
totally unencumbered (whether in favor of Lender or anyone else) and as to
which there are no restrictions upon use thereof imposed by any agreement to
which Guarantor or any of its property may be bound, of not less than
$25,000,000.00 (consisting of Cash or Cash Equivalents (as defined below) or
obligations of, or guaranteed (or quasi-guaranteed) by, the United States of
America, having a maturity of not more than one (1) year). Compliance with the
foregoing shall be tested quarterly on each of January 1, April 1,
July 1 and October 1 in each calendar year.


 


(c)                                  Minimum
EBITDA.  Guarantor shall not permit
EBITDA to be less than the following amounts for the following fiscal periods:


 




	
  Period

  	
   

  	
  Amount

  
	
   

  	
   

  	
   

  
	
  For the fiscal year
  then ending on December 31, 2006

  	
   

  	
  $

  	
  1,000,000

  
	
   

  	
   

  	
   

  
	
  For the fiscal year
  then ending on December 31, 2007

  	
   

  	
  $

  	
  5,000,000

  
	
   

  	
   

  	
   

  
	
  For the fiscal year
  then ending on December 31, 2008

  	
   

  	
  $

  	
  7,500,000

  
	
   

  	
   

  	
   

  
	
  For the fiscal year
  then ending on December 31, 2009

  	
   

  	
  $

  	
  10,000,000

  






 


(d)                                 Guarantor
Certificate of Compliance.  Borrower
shall deliver to Lender a copy of the Guarantor’s 10-K financial report (the
“10-K”) within five (5) business days of filing the same with the SEC (as
defined below) and separate certificate, duly certified as true, correct and
complete by an authorized officer of Guarantor showing a calculation of
Guarantor’s EBITDA for the fiscal year then ended (the “EBITDA
Certificate”).  In the event that (i) no
10-K is filed with the SEC within 90 days after the end of Guarantor’s fiscal
year or (ii) the Guarantor at any time ceases to be registered with or
otherwise subject to the SEC’s 10-K reporting requirements, Guarantor shall
provide an Accountant’s Annual Financial Statement (as defined below) to Lender
no later than one hundred twenty (120) days after the end of each fiscal year
and the EBITDA Certificate.”


 


7

















 


Lender agrees that it
shall not charge any additional fee in connection with any waiver by Lender
solely of any of the covenants set forth in Sections 5 or 6 of this Amendment;
it being expressly acknowledged and agreed that nothing contained herein shall
be deemed to be a waiver by Lender of any of the covenants contained herein or
require Lender to waive any of said covenants and that any waiver by Lender of
any of the covenants contained herein shall not be deemed to be a waiver of
said covenants, or to require Lender to waive any of said covenants, at any
subsequent time.


 


7.                                       Notices.  The name “David Drumm” in the second notice
address in Section 22 of the Loan Agreement is hereby deleted and replaced
with the name “Owen O’Neill”.  The
notice addresses for Borrower are hereby deleted in their entirety and replaced
with the following:


 


830 Winter Street LLC


c/o PRAECIS
PHARMACEUTICALS INCORPORATED


830 Winter Street


Waltham,  MA 
02451


Attn:  Kevin F. McLaughlin


 


With a copy to:


 


Goodwin Procter LLP


Exchange Place


Boston,  MA 
02109


Attn:  Michael H. Glazer, P.C.


 


8.                                       New
Definitions.  The following
definitions are hereby added, in the appropriate alphabetical order, to Schedule 1
of the Loan Agreement:


 


Accountant’s
Annual Financial Statement means an original signed
counterpart of the Guarantor’s annual financial statement, which statement
shall have been prepared by, and bear the unqualified opinion of, the
Guarantor’s independent certified public accountants, reasonably acceptable to
the Lender, including, at a minimum (with comparative information for the then
prior fiscal year) a balance sheet, income statement, statement of changes in
Shareholders’ Equity and statement of cash flows.


 


Cash and Cash
Equivalents means, collectively, the sum of (i) cash (ii)
notes, bonds or other obligations of the United States of America or any agency
thereof that as to principal and interest constitute direct obligations of or
are guaranteed (or quasi-guaranteed) by the United States of America, (iii)
certificates of deposit or other deposit instruments or accounts of banks or
trust companies organized under the laws of the United States or any state 


 


8

















 


thereof that have capital
and surplus of at least $100,000,000, (iv) commercial paper that is rated not
less than prime-one or A-1 or their equivalents by Moody’s Investors Service,
Inc. or Standard & Poor’s Comstock, respectively, or their successors, (v)
any repurchase agreement secured by any one or more of the foregoing, (vi)
Investments, classified in accordance with GAAP as current assets, in money
market investment programs registered under the Investment Company Act of 1940,
as amended, which are administered by reputable financial institutions having
capital and surplus of at least $500,000,000 and the portfolios of which are
limited to Investments of the character described in the foregoing subclauses
(ii) through (v), and (vii) time deposits maturing no more than 30 days from
the date of creation thereof with commercial or savings banks and savings and
loan associations each having membership in the FDIC or the deposits of which
are insured by the FDIC and in amounts not exceeding the maximum amounts of
insurance thereunder to the extent constituting Investments..


 


Fair Market Rental
Value means the Base Rent under the Key Lease determined in accordance
with this paragraph.  Borrower shall
provide Lender with its quotation of the “Fair Market Rental Value” prior to,
or together with a request for an extension of the Maturity Date.  If, Lender disagrees with Borrower’s
quotation and the parties cannot agree upon the Fair Market Rental Value within
thirty (30) days following the date Borrower delivered its quotation to Lender,
then the Fair Market Value shall be submitted to appraisal as follows:  Within fifteen (15) days after the
expiration date of such thirty (30) day period, Lender and Borrower shall each
give notice to the other specifying the name and address of the appraiser each
has selected.  Such appraisers shall
have a period of thirty (30) days after the date on which Lender has named its
appraiser to determine whether Borrower’s quotation of “Fair Market Rental
Value” is consistent with market conditions and, if not, what the “Fair Market
Rental Value” shall be.  If appraisers
are unable to agree within such thirty (30) day period, they shall, not later
than fifteen (15) days after the end of such thirty (30) day period, select a
third appraiser by agreement between them. 
The three (3) appraisers shall then have thirty (30) additional days
after the selection of the third arbitrator to reach agreement, by majority
vote, on the “Fair Market Rental Value”. 
If the Borrower’s appraisers and the Lender’s appraisers fail to select
such a third arbitrator, then at the election of either Borrower or Lender, the
“Fair Market Rental Value” shall be determined by arbitration in accordance
with the Real Estate Valuation Rules of the American Arbitration Association
(“AAA”), which election may be exercised only by the electing party’s
initiation of proceedings by filing a demand for arbitration in triplicate with
the AAA and concurrently therewith giving notice to the other party stating
that such arbitration proceedings have been commenced.  None of such appraisers shall be


 


9

















 


employees of Lender or Borrower
or their affiliates or of each other and all such appraisers shall be
experienced in the leasing, valuation and appraisal of commercial real estate
in Waltham, Massachusetts.  Borrower
shall pay the fees and expenses for all of the appraisers and for each party’s
counsel.  Any decision of the appraisers
shall be in writing and shall be final and conclusive on all parties.


 


Net Worth
means, as at any date of determination, Stockholders’ Equity.


 


EBITDA
means, for any period, an amount equal to net income of the Guarantor for such
period, as determined in accordance with GAAP, plus the following to the extent
deducted in computing such net income for such period:  (i) Interest Charges for such period, (ii)
taxes on income for such period, (iii) depreciation for such period, and (iv)
amortization for such period.


 


Interest Charges
means, for any period, without duplication, all interest paid or required to be
paid in cash on any particular indebtedness (including outstanding letters of
credit) for which such calculations are being made all as determined in
accordance with GAAP.


 


SEC
means the United States Securities and Exchange Commission.


 


Stockholders’
Equity means the amount reported as “stockholders’ equity” on
the Guarantor’s balance sheet and determined in accordance with GAAP.”


 


9.                                       GAAP.  The definition of the term “Generally
accepted accounting principals” as set forth on Schedule 1 of the
Loan Agreement is hereby amended to include the phrase “or GAAP” in the
underlined text before the definition.


 


10.                                 Loan
Amount.  The definition of the term
“Loan Amount” as set forth on Schedule 1 of the Loan Agreement is
hereby amended by deleting the amount of “Thirty Three Million” and replacing
it with the amount of “$32,253,210.47”.


 


11.                                 Certain
Other Definitions.  All references
in the Loan Agreement to the Note shall be deemed to refer to the Original
Note, as amended by the First Note Amendment; all references in the Loan
Agreement to the Security Deed shall be deemed to refer to the Original
Mortgage, as amended by the First Mortgage Amendment; all references in the
Loan Agreement to the Assignment of Leases shall be deemed to refer to the
Original Assignment of Leases, as amended by the First Assignment of Leases
Amendment; all references in the Loan Agreement to the Indemnity Agreement
shall be deemed to refer to the Original Environmental Indemnity, as amended
and reaffirmed by the First Environmental Indemnity Amendment; all references
in the Loan Agreement to the Guaranty shall be deemed to refer collectively, to
the Guaranty of Costs and


 


10

















 


Collection and the
Original Non-Recourse Exception Guaranty, as amended and reaffirmed by the
First Non-Recourse Exception Guaranty Amendment; All references in the Loan
Agreement to the Assignment of Project Documents shall mean the Original
Collateral Assignment of Contracts, Licenses and Permits as amended by the
First Collateral Assignment of Contracts, Permits and Licenses Amendment; all
references in the Loan Agreement to the Financing Statements shall mean the
Original Financing Statements, as amended and supplemented by the Financing
Statement Amendments; and all references in the Loan Agreement to the Loan
Documents shall be deemed to refer to the Existing Loan Documents, as modified,
amended and supplemented by the Amendment Documents.


 


12.                                 Representations
and Warranties.  Borrower represents
and warrants that (i) no act or omission has occurred or failed to occur which
constitutes (or which with the passage of time or giving of notice (or both))
an Event of Default, and (ii) it has no claims, defenses, counterclaims or
set-offs against Lender in connection with the Loan, nor any basis for any such
claim, defense, counterclaim or set-off. 
All of the warranties, representations and covenants of the Borrower
contained in the Original Loan Agreement are hereby remade, reaffirmed and
ratified as of the date hereof.  Except
as expressly set forth herein, the Original Loan Agreement and all of the
terms, conditions and provisions thereof, shall remain unaltered and unmodified
and in full force and effect.


 


[Signatures on
next page.]


 


11

















 


IN WITNESS WHEREOF, each
of the Lender and the Borrower have caused this Amendment to be executed as an
instrument under seal, as of the date set forth above, by the duly authorized
representatives thereof.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  830 WINTER STREET LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PRAECIS PHARMACEUTICALS

  INCORPORATED, a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Kevin F.
  McLaughlin

  	
  (seal)

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Exec. V.P. and C.F.O.

  	
   

  
	
   

  	
   

  	
   

  	
  Hereunto duly
  authorized

  
									



 


12

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ANGLO IRISH BANK
  CORPORATION

  PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Doyle

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
  Paul Doyle

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
					



 


13

















 


FIRST AMENDMENT
AND ALLONGE TO PROMISSORY NOTE


 


This
FIRST AMENDMENT AND ALLONGE TO PROMISSORY NOTE (this “Amendment”), is made as
of the 28th day of June, 2004, by and between 830 WINTER STREET LLC,
a Delaware limited liability company, having an address of c/o Praecis
Pharmaceuticals Incorporated, 830 Winter Street, Waltham, Massachusetts 02451
(“Borrower”) and ANGLO IRISH BANK CORPORATION PLC, having an address at 84
State Street, Boston, Massachusetts 02109 (“Lender”).


 


W I T N E S S E T
H:


 


Reference is hereby made
to the following facts:


 


A.                                   Lender
has made that certain Loan (the “Loan”) to the Borrower, which Loan is secured
by certain real property and improvements located at 830 Winter Street in
Waltham, Middlesex County, Massachusetts (the “Property”).  In connection therewith, the Borrower executed
and delivered to the Lender (or caused to be executed and delivered to the
Lender), among other things, the following (collectively, together with all
other documents and instruments heretofore executed and delivered in connection
with the Loan, and all amendments and modifications thereto, the “Existing Loan
Documents”):


 


1.                                       That
certain Acquisition and Construction Loan Agreement (the “Original Loan
Agreement”), dated as of July 11, 2000, between the Borrower and the
Lender;


 


2.                                       That
certain Promissory Note (the “Original Note”), dated as of July 11, 2000,
made by the Borrower, payable to the order of the Lender, in the original
principal amount of $33,000,000.00;


 


3.                                       That
certain Construction Mortgage and Security Agreement (the “Original Mortgage”),
dated as of July 11, 2000, from the Borrower, as mortgagor, to the Lender,
as mortgagee, filed with the Middlesex South Registry District of the Land
Court (the “Land Court”) as Document No. 1144043;


 


4.                                       That
certain Assignment of Leases and Rents (the “Original Assignment of Leases”),
dated as of July 11, 2000, from the Borrower, as assignor, to the Lender,
as assignee, filed with the Land Court as Document No. 1144044;


 


5.                                       That
certain Collateral Assignment and Security Agreement in respect of Contracts,
Licenses and Permits (the “Original Collateral Assignment of Contracts,
Licenses and Permits”), dated as of July 11, 2000, made by the Borrower in
favor of the Lender;


 

















 


6.                                       That
certain Guaranty of Costs and Completion (the “Costs and Completion Guaranty”)
dated as of July 11, 2000, made by Praecis Pharmaceuticals Incorporated
(the “Guarantor”) in favor of Lender;


 


7.                                       That
certain Guaranty of Non-Recourse Exceptions (the “Original Non-Recourse
Exceptions Guaranty”) dated as of July 11, 2000, made by Guarantor in
favor of Lender;


 


8.                                       That
certain Environmental Compliance and Indemnity Agreement (the “Original
Environmental Indemnity”), dated as of July 11, 2000, made jointly and
severally by the Borrower and the Guarantor in favor of the Lender;


 


9.                                       Those
certain UCC-1 Financing Statements (collectively, the “Original UCC-1 Financing
Statements”) filed with the Secretary of State of Massachusetts and with the
Land Court as Document No. 11044045; and


 


10.                                 Certain
other collateral security documents.


 


B.                                     Prior to the date hereof,
Project Completion has been achieved, the Loan has been fully funded by the
Lender to the Borrower and the Initial Term has been extended to July 30,
2004 in accordance with the terms of the Existing Loan Documents.


 


C.                                     Lender and Borrower have
agreed to further extend the maturity date of the Loan and to modify and amend
the Loan in certain respects.  In
connection therewith the Borrower, the Lender and the Guarantor, as applicable,
have agreed as follows: (i) to modify and amend the Original Note pursuant to
this Amendment; (ii) to modify and amend the Original Loan Agreement, pursuant
to that certain First Amendment to Acquisition and Construction Loan Agreement
(the “First Loan Agreement Amendment”), of even date herewith; (iii) to modify
and amend the Original Mortgage pursuant to that certain First Amendment to
Construction Mortgage and Security Agreement (the “First Mortgage Amendment”),
of even date herewith; (iv) to modify and amend the Original Assignment of
Leases, pursuant to that certain First Amendment to Assignment of Leases and
Rents (the “First Assignment of Leases Amendment”), of even date herewith; (v)
to modify, amend and reaffirm the Original Collateral Assignment of Contracts,
Licenses and Permits pursuant to that certain First Amendment to Collateral Assignment
and Security Agreement in respect of Contracts, Licenses and Permits (the
“First Collateral Assignment of Contracts, Licenses and Permits Amendment”), of
even date herewith; (vi) to modify, amend and reaffirm the Original
Non-Recourse Exceptions Guaranty, pursuant to that certain First Amendment to
and Reaffirmation of Guaranty of Non-Recourse Exceptions (the “First
Non-Recourse Exceptions Guaranty Amendment”), of even date herewith; (vii) to
modify, amend and reaffirm the Original Environmental Indemnity, pursuant to
that certain First Amendment to and Reaffirmation of Environmental Compliance
and Indemnity Agreement (the “First Environmental Indemnity Amendment”), of
even date herewith; (viii) to modify the Original UCC-1


 


2

















 


Financing
Statements pursuant to UCC-3 Financing Statements and to file a new UCC-1
Financing Statement with the Secretary of the State of Delaware (collectively,
the “Financing Statement Amendments”) of even date herewith.  This Amendment, the First Loan Agreement
Amendment, the First Mortgage Amendment, the First Assignment of Leases
Amendment, the First Collateral Assignment of Contracts, Licenses and Permits
Amendment, the First Non-Recourse Exceptions Guaranty Amendment, the First
Environmental Indemnity Amendment, the Financing Statement Amendments, together
with all other documents and instruments being executed concurrently herewith,
are referred to herein collectively as the “Amendment Documents.”


 


D.                                    The
Original Note, as modified and amended by this Amendment, is hereinafter
referred to as the “Note.”  All
capitalized words and phrases used in this Amendment and not otherwise defined
herein shall have the meanings ascribed to them in the Loan Agreement.


 


NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the receipt,
sufficiency and delivery of which are hereby acknowledged, the Borrower and the
Lender hereby agree as follows:


 


1.                                       Current
Principal Balance.  As of the date
of this Amendment, the outstanding principal balance of the Loan is
$32,253,210.47.  Notwithstanding any
provision contained in the Loan Agreement to the contrary (including, without
limitation, the provisions of Section 2 thereof), the Borrower hereby
acknowledges and agrees that the Project Completion has been achieved and that
the Lender has no further obligation to make any further Advances with respect
to the Loan.


 


2.                                       Maturity
Date.  The date of “July 30,
2003” set forth in the twelfth (12th) line of the first paragraph of
the Note (as such date has been extended to July 30, 2004 by mutual
agreement of the Lender and the Borrower pursuant to the terms of the Loan
Agreement) is hereby deleted and replaced with the date “July 30, 2009.”  All references in the Original Note or in
any other Loan Document to the “Maturity Date” shall mean July 30, 2009 or
such earlier date, if any, to which the scheduled Maturity Date is accelerated,
or such latter date, if any, to which the scheduled Maturity Date is extended,
under the terms of the Loan Agreement; it being acknowledged and agreed that
the New Term is subject to two (2) one-year extension rights upon the
satisfaction of certain conditions set forth in Section 4 of the Loan
Agreement.


 


3.                                       Interest
Rate.  Section 3 of the Note
hereby is deleted in its entirety and replaced with the following:


 


“Section 3.1. 
Fixed Rate.  From and
after the date hereof, through and until April 26, 2009, principal amounts
outstanding under the Loan shall bear interest at 5.95% per annum.


 


3

















 


Section 3.2. 
Eurodollar Rate.  From and
after April 26, 2009, and during any extension period provided for in
Section 4 of the Loan Agreement, principal amounts outstanding under the
Loan shall bear interest at the Eurodollar Rate, subject to the conditions and
limitations provided for in this Note.”


 


Section 3.3.  Selection To Be Made.  During any period in which the Eurodollar
Rate or the Cost of Funds Rate (as defined below) is in effect, Borrower shall
select, and thereafter may change the selection of, the applicable Interest
Period, from the alternatives otherwise provided for in this Note, by giving
Lender a Notice of Interest Period Selection: 
(i) prior to the end of each Interest Period or (ii) on any Business Day
on which Borrower desires to convert from the Eurodollar Rate to the Cost of
Funds Rate or from the Cost of Funds Rate to the Eurodollar Rate.


 


Section 3.4.  Notice.  A “Notice of Interest Period Selection” shall be a written
notice, given by cable, tested telex, telecopier (with authorized signature),
or by telephone if immediately confirmed by such a written notice, from an
Authorized Representative of Borrower which: 
(i) is irrevocable; (ii) is received by Lender not later than 10:00 o’clock
A.M. Eastern Time at least three (3) Business Days prior to the first day of
the Interest Period to which such selection is to apply, and (iii) as to each
selected interest period option, sets forth the aggregate principal amount(s)
to which such interest period option(s) shall apply.


 


Section 3.5.  If No Notice.  If Borrower fails to select an Interest
Period option in accordance with the foregoing prior to the last day of the
applicable Interest Period all outstanding principal amounts shall be converted
to an Interest Period of one (1) month.


 


Section 3.6.  Telephonic Notice.  Without any way limiting Borrower’s
obligation to confirm in writing any telephonic notice, Lender may act without
liability upon the basis of telephonic notice believed by Lender in good faith
to be from Borrower prior to receipt of written confirmation.  In each case Borrower hereby waives the
right to dispute Lender’s record of the terms of such telephonic Notice of
Interest Period Selection.


 


Section 3.7.  Conversion to Cost of Funds Rate.  At any time and from time to time during any
period in which the Eurodollar Rate or the Cost of Funds Rate is in effect, the
parties may agree to convert the interest rate under this Note for the next
succeeding Interest Period (an “Interest Rate Conversion”) (a) from the
Eurodollar Rate to the Cost of Funds Rate or (b) from the Cost of Funds Rate to
the Eurodollar Rate, as applicable. 
After such Interest Rate Conversion, for the applicable Interest Period,
the principal amount outstanding under the Loan shall bear interest at the Cost


 


4

















 


of Funds Rate or the
Eurodollar Rate, as applicable, subject to the conditions and limitations
provided for in this Note.


 


5.                                       Payment
of Interest and Principal. 
The date “July 1, 2000” in the third (3rd) line of
Section 4.1 is hereby deleted and replaced with the date “July 1,
2004”.


 


6.                                       Amortization.  Section 4.2 of the Note hereby is
deleted in its entirety and replaced with the following:


 


“4.2                           Amortization
Installment Payments of Principal. 
Commencing on the date hereof, and thereafter throughout the term of the
Loan, Borrower shall pay, on the first day of each month, a monthly principal
installment on the Loan in accordance with that certain amortization
schedule attached hereto as Schedule A and made a part hereof
(the “Amortization Schedule”); provided, however, at any time
during the term of the Loan, Lender shall have the right, as determined by
Lender from time to time, to modify the Amortization Schedule, as necessary, in
order to fully amortize the outstanding balance of the Loan over a period of
twenty-five (25) years.”


 


7.                                       Amendment
of and Additions to Certain Definitions Relating to Interest Rate.


 


(a)                                  The
following definitions hereby are added to the end of Section 5 of the
Note:


 


“5.14.                  Cost of Funds.  The term “Cost of Funds” means for each
Interest Period applicable to a Cost of Funds Advance, the rate of interest as
determined by the Lender to be then available to Lender in the Eurodollar Interest
Rate Swap Market for U.S. Dollar deposits in amounts approximately equal to the
applicable portion of the Loan, with maturity periods not longer than the
number of days remaining in the lesser of (i) the applicable Interest Period,
or (ii) the number of days remaining in the term of the Loan.


 


5.15                           Cost
of Funds Advance.  The term “Cost of
Funds Advance” means any principal outstanding under this Note which pursuant
to this Note bears interest at the Cost of Funds Rate.


 


5.16                           Cost
of Funds Rate.  The term “Cost of
Funds Rate” means the per annum rate of interest equal to the then-applicable
Cost of Funds plus two hundred (200) basis points.


 


5

















 


5.17                           Prime
Rate Advance.  The term “Prime Rate
Advance” means any principal outstanding under this Note which pursuant to this
Note bears interest at the Prime Rate.”


 


(b)                                 Sections
5.12 and 5.13 of the Note hereby are deleted in their entirety.


 


(c)                                  Section 5.13
of the Note hereby is amended by deleting the name “Fleet National Bank” and
replacing the same with the words “the Lender”.


 


8.                                       Amendment
to Certain Additional Provisions Relating to Interest Rate Selection.  Section 6 of the Note hereby is amended
as follows:


 


(a)                                  The
term “Variable” in Section 6.1 hereby is deleted and replaced with the
term “Prime”.


 


(b)                                 Clause
(b) in Section 6.2 hereby is deleted in its entirety and replaced with the
following:


 


“(b) all principal
amounts outstanding under this Note shall bear interest at the Prime Rate.”


 


(c)                                  Sections
6.4 and 6.5 of the Note hereby are deleted in their entirety.


 


9.                                       Amendment
to Certain Waivers, Consents and Agreements.  The following clause hereby is added to Section 8 of the
Note immediately after the end of clause (e)(iii):  “and (iv) syndication and/or participation of the Loan;”


 


10.                                 Certain
Other Definitions.  All references
in the Note to the Loan Agreement shall be deemed to refer to the Original Loan
Agreement, as amended by the First Amendment; all references in the Note to the
Construction Mortgage and Security Agreement shall be deemed to refer to the
Original Mortgage, as amended by the First Mortgage Amendment; all references
in the Note to the Assignment of Leases and Rents shall be deemed to refer to
the Original Assignment of Leases as amended by the First Assignment of Leases
Amendment; and all references in the Note to the Loan Documents shall be deemed
to refer to the Existing Loan Documents, as modified, amended and supplemented
by the Amendment Documents.


 


11.                                 Reaffirmation.  Except as expressly set forth herein, the
Original Note and all of the terms, conditions and provisions thereof, shall
remain unaltered and unmodified and in full force and effect.  All of the warranties, representations and
covenants of the Borrower contained in the Original Note are hereby remade,
reaffirmed and ratified as of the date hereof.


 


6

















 


IN WITNESS WHEREOF, each of the Borrower and the
Lender have caused this Amendment to be executed as an instrument under seal,
as of the date set forth above, by the duly authorized representatives thereof.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  830 WINTER STREET LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Praecis Pharmaceuticals

  Incorporated, a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Kevin F.
  McLaughlin

  	
  (seal)

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Exec. V.P. and C.F.O.

  	
   

  
	
   

  	
   

  	
   

  	
  Hereunto duly
  authorized

  
									



 


7

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ANGLO IRISH BANK
  CORPORATION

  PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Doyle

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
  Paul Doyle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  



 


8

















 


FIRST AMENDMENT TO
CONSTRUCTION MORTGAGE AND SECURITY AGREEMENT


 


THIS
FIRST AMENDMENT TO CONSTRUCTION MORTGAGE AND SECURITY AGREEMENT (this
“Amendment”), is made as of the 28th day of June, 2004, by and
between 830 WINTER STREET LLC, a Delaware limited liability company, having an
address of c/o Praecis Pharmaceuticals Incorporated, 830 Winter Street,
Waltham, Massachusetts 02451 (“Borrower”) and ANGLO IRISH BANK CORPORATION PLC,
having an address at 84 State Street, Boston, Massachusetts  02109 (the “Lender”).


 


W
I  T  N  E  S  S  E  T  H:


 


Reference is hereby made
to the following facts:


 


A.                                   Lender
has made that certain Loan (the “Loan”) to the Borrower, which Loan is secured
by certain real property and improvements located at 830 Winter Street in
Waltham, Middlesex County, Massachusetts (the “Property”).  In connection therewith, the Borrower executed
and delivered to the Lender (or caused to be executed and delivered to the
Lender), among other things, the following (collectively, together with all
other documents and instruments heretofore executed and delivered in connection
with the Loan, and all amendments and modifications thereto, the “Existing Loan
Documents”):


 


1.                                       That
certain Acquisition and Construction Loan Agreement (the “Original Loan
Agreement”), dated as of July 11, 2000, between the Borrower and the
Lender;


 


2.                                       That
certain Promissory Note (the “Original Note”), dated as of July 11, 2000,
made by the Borrower, payable to the order of the Lender, in the original
principal amount of $33,000,000.00;


 


3.                                       That
certain Construction Mortgage and Security Agreement (the “Original Mortgage”),
dated as of July 11, 2000, from the Borrower, as mortgagor, to the Lender,
as mortgagee, filed with the Middlesex South Registry District of the Land
Court (the “Land Court”) as Document No. 1144043;


 


4.                                       That
certain Assignment of Leases and Rents (the “Original Assignment of Leases”),
dated as of July 11, 2000, from the Borrower, as assignor, to the Lender,
as assignee, filed with the Land Court as Document No. 1144044;


 


5.                                       That
certain Collateral Assignment and Security Agreement in respect of Contracts,
Licenses and Permits (the “Original Collateral Assignment


 

















 


of Contracts, Licenses
and Permits”), dated as of July 11, 2000, made by the Borrower in favor of
the Lender;


 


6.                                       That
certain Guaranty of Costs and Completion (the “Costs and Completion Guaranty”)
dated as of July 11, 2000, made by Praecis Pharmaceuticals Incorporated
(the “Guarantor”) in favor of Lender;


 


7.                                       That
certain Guaranty of Non-Recourse Exceptions (the “Original Non-Recourse
Exceptions Guaranty”) dated as of July 11, 2000, made by Guarantor in
favor of Lender;


 


8.                                       That
certain Environmental Compliance and Indemnity Agreement (the “Original
Environmental Indemnity”), dated as of July 11, 2000, made jointly and
severally by the Borrower and the Guarantor in favor of the Lender;


 


9.                                       Those
certain UCC-1 Financing Statements (collectively, the “Original UCC-1 Financing
Statements”) filed with the Secretary of State of Massachusetts and with the
Land Court as Document No. 11044045; and


 


10.                                 Certain
other collateral security documents.


 


B.                                     Prior to the date hereof,
Project Completion has been achieved, the Loan has been fully funded by the
Lender to the Borrower and the Initial Term has been extended to July 30,
2004 in accordance with the terms of the Existing Loan Documents.


 


C.                                     Lender
and Borrower have agreed to further extend the maturity date of the Loan and to
modify and amend the Loan in certain respects. 
In connection therewith the Borrower, the Lender and the Guarantor, as
applicable, have agreed as follows: (i) to modify and amend the Original
Mortgage pursuant to this Amendment; (ii) to modify and amend the Original Loan
Agreement, pursuant to that certain First Amendment to Acquisition and
Construction Loan Agreement (the “First Loan Agreement Amendment”), of even
date herewith; (iii) to modify and amend the Original Note pursuant to that
certain First Amendment and Allonge to Promissory Note (the “First Note
Amendment”), of even date herewith; (iv) to modify and amend the Original
Assignment of Leases, pursuant to that certain First Amendment to Assignment of
Leases and Rents (the “First Assignment of Leases Amendment”), of even date
herewith; (v) to modify, amend and reaffirm the Original Collateral Assignment
of Contracts, Licenses and Permits pursuant to that certain First Amendment to
Collateral Assignment and Security Agreement in respect of Contracts, Licenses
and Permits (the “First Collateral Assignment of Contracts, Licenses and
Permits Amendment”), of even date herewith; (vi) to modify, amend and reaffirm
the Original Non-Recourse Exceptions Guaranty, pursuant to that certain First
Amendment to and Reaffirmation of Guaranty of Non-Recourse Exceptions (the
“First Non-Recourse Exceptions Guaranty Amendment”), of even date herewith;
(vii) to modify, amend and reaffirm the Original Environmental Indemnity,
pursuant to that certain First Amendment to and Reaffirmation of Environmental


 


2

















 


Compliance and Indemnity
Agreement (the “First Environmental Indemnity Amendment”), of even date
herewith; (viii) to modify the Original UCC-1 Financing Statements pursuant to
UCC-3 Financing Statements and to file a new UCC-1 Financing Statement with the
Secretary of the State of Delaware (collectively, the “Financing Statement
Amendments”) of even date herewith. 
This Amendment, the First Loan Agreement Amendment, the First Note
Amendment, the First Assignment of Leases Amendment, the First Collateral
Assignment of Contracts, Licenses and Permits Amendment, the First Non-Recourse
Exceptions Guaranty Amendment, the First Environmental Indemnity Amendment, the
Financing Statement Amendments, together with all other documents and
instruments being executed concurrently herewith, are referred to herein
collectively as the “Amendment Documents.”


 


D.                                    The
Original Mortgage, as modified and amended by this Amendment, is hereinafter
referred to as the “Mortgage.”  All
capitalized words and phrases used in this Amendment and not otherwise defined
herein shall have the meanings ascribed to them in the Loan Agreement.


 


NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the receipt,
sufficiency and delivery of which are hereby acknowledged, the Borrower and the
Lender hereby agree as follows:


 


1.                                       All
references in the Mortgage to the Note shall be deemed to refer to the Original
Note, as amended by the First Note Amendment; and all references in the
Mortgage to the Loan Agreement shall be deemed to refer to the Original Loan
Agreement, as amended by the First Loan Agreement Amendment; all references in
the Mortgage to the Assignment of Leases shall be deemed to refer to the
Original Assignment of Leases, as amended by the First Assignment of Leases
Amendment; and all references in the Mortgage to the Loan Documents shall be
deemed to refer to the Existing Loan Documents, as modified, amended and
supplemented by the Amendment Documents.


 


2.                                       The
term “THIRTY-THREE MILLION DOLLARS ($33,000,000.00)” set forth in Paragraph A
on page 3 of the Original Mortgage is hereby deleted and replaced with the term
“THIRTY-TWO MILLION, TWO HUNDRED FIFTY THREE THOUSAND, TWO HUNDRED TEN DOLLARS
and 47/100 ($32,253,210.47)”.


 


3.                                       All
of the warranties, representations and covenants of the Borrower contained in
the Original Mortgage are hereby remade, reaffirmed and ratified as of the date
hereof.


 


4.                                       Except
as expressly set forth herein, the Original Mortgage and all of the terms,
conditions and provisions thereof, shall remain unaltered and unmodified and in
full force and effect.


 


[Signatures on
next page.]


 


3

















 


IN WITNESS WHEREOF, of
the Borrower and Lender have caused this Amendment to be executed as an
instrument under seal, as of the date set forth above, by the duly authorized
representatives thereof.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  830 WINTER STREET LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Praecis Pharmaceuticals

  Incorporated, a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin F. McLaughlin

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Exec. V.P. and C.F.O.

  	
   

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
						



 


4

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ANGLO IRISH BANK
  CORPORATION

  PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Doyle

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
  Paul
  Doyle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Owen O’Neill

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
  Owen
  O’Neill

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
						



 


5

















 


	
  STATE OF MASSACHUSETTS

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF MIDDLESEX

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  , 2004

  



 


 


Then personally appeared
before me the above-named Kevin F. McLaughlin, the EVP and CFO of Praecis
Pharmaceuticals Incorporated, the sole member of 830 Winter Street LLC (the
Borrower described above), on its behalf, and acknowledged the foregoing
instrument to be his/her free act and deed and the free act and deed of the
such corporation in its capacity as such sole member.


 


 


	
   

  	
  /s/ Lena M. Bergfors

  	
   

  
	
   

  	
  [AFFIX NOTARIAL SEAL]

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission expires:
  3/31/06

  



 


6

















 


	
  COMMONWEALTH OF
  MASSACHUSETTS

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF SUFFOLK

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  June 28,
  2004

  



 


 


Then personally appeared
the above named Paul Doyle, the Vice President of Anglo Irish Bank Corporation
PLC, who swore to me that he executed the same in his capacity as Vice
President of Anglo Irish Bank Corporation PLC, as the free act and deed of
Anglo Irish Bank Corporation PLC on its behalf, before me,


 


 


	
   

  	
  /s/ [illegible
  signature]

  	
   

  
	
   

  	
  [AFFIX NOTARIAL SEAL]

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission expires:
  10/25/07

  



 


 


	
  COMMONWEALTH OF
  MASSACHUSETTS

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF SUFFOLK

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  June 28,
  2004

  



 


Then personally appeared
the above named Owen O’Neill, the President of Anglo Irish Bank Corporation
PLC, who swore to me that he executed the same in his capacity as President of
Anglo Irish Bank Corporation PLC, as the free act and deed of Anglo Irish Bank
Corporation PLC on its behalf, before me,


 


	
   

  	
  /s/ [illegible
  signature]

  	
   

  
	
   

  	
  [AFFIX NOTARIAL SEAL]

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission expires:
  10/25/07

  



 


7

















 


FIRST AMENDMENT TO
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT IN RESPECT OF CONTRACTS, LICENSES,
AND PERMITS


 


THIS
FIRST AMENDMENT TO COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT IN RESPECT OF
CONTRACTS, LICENSES, AND PERMITS (this “Amendment”), is made as of the 28th
day of June, 2004, by and between 830 WINTER STREET LLC, a Delaware limited
liability company, having an address of c/o Praecis Pharmaceuticals
Incorporated, 830 Winter Street, Waltham, Massachusetts 02451 (“Borrower”) and
ANGLO IRISH BANK CORPORATION PLC, having an address at 84 State Street, Boston,
Massachusetts  02109 (the “Lender”).


 


W
I  T  N  E  S  S  E  T  H:


 


Reference is hereby made
to the following facts:


 


A.                                   Lender
has made that certain Loan (the “Loan”) to the Borrower, which Loan is secured
by certain real property and improvements located at 830 Winter Street in
Waltham, Middlesex County, Massachusetts (the “Property”).  In connection therewith, the Borrower
executed and delivered to the Lender (or caused to be executed and delivered to
the Lender), among other things, the following (collectively, together with all
other documents and instruments heretofore executed and delivered in connection
with the Loan, and all amendments and modifications thereto, the “Existing Loan
Documents”):


 


1.                                       That
certain Acquisition and Construction Loan Agreement (the “Original Loan
Agreement”), dated as of July 11, 2000, between the Borrower and the
Lender;


 


2.                                       That
certain Promissory Note (the “Original Note”), dated as of July 11, 2000,
made by the Borrower, payable to the order of the Lender, in the original
principal amount of $33,000,000.00;


 


3.                                       That
certain Construction Mortgage and Security Agreement (the “Original Mortgage”),
dated as of July 11, 2000, from the Borrower, as mortgagor, to the Lender,
as mortgagee, filed with the Middlesex South Registry District of the Land
Court (the “Land Court”) as Document No. 1144043;


 


4.                                       That
certain Assignment of Leases and Rents (the “Original Assignment of Leases”),
dated as of July 11, 2000, from the Borrower, as assignor, to the Lender,
as assignee, filed with the Land Court as Document No. 1144044;


 


5.                                       That
certain Collateral Assignment and Security Agreement in respect of Contracts,
Licenses and Permits (the “Original Collateral Assignment


 

















 


of Contracts, Licenses
and Permits”), dated as of July 11, 2000, made by the Borrower in favor of
the Lender;


 


6.                                       That
certain Guaranty of Costs and Completion (the “Costs and Completion Guaranty”)
dated as of July 11, 2000, made by Praecis Pharmaceuticals Incorporated
(the “Guarantor”) in favor of Lender;


 


7.                                       That
certain Guaranty of Non-Recourse Exceptions (the “Original Non-Recourse
Exceptions Guaranty”) dated as of July 11, 2000, made by Guarantor in
favor of Lender;


 


8.                                       That
certain Environmental Compliance and Indemnity Agreement (the “Original Environmental
Indemnity”), dated as of July 11, 2000, made jointly and severally by the
Borrower and the Guarantor in favor of the Lender;


 


9.                                       Those
certain UCC-1 Financing Statements (collectively, the “Original UCC-1 Financing
Statements”) filed with the Secretary of State of Massachusetts and with the
Land Court as Document No. 11044045; and


 


10.                                 Certain
other collateral security documents.


 


B.                                     Prior to the date hereof,
Project Completion has been achieved, the Loan has been fully funded by the
Lender to the Borrower and the Initial Term has been extended to July 30,
2004 in accordance with the terms of the Existing Loan Documents.


 


C.                                     Lender
and Borrower have agreed to further extend the maturity date of the Loan and to
modify and amend the Loan in certain respects. 
In connection therewith the Borrower, the Lender and the Guarantor, as
applicable, have agreed as follows: (i) to modify and amend the Original
Collateral Assignment of Contracts, Licenses and Permits pursuant to this
Amendment; (ii) to modify and amend the Original Loan Agreement, pursuant to
that certain First Amendment to Acquisition and Construction Loan Agreement
(the “First Loan Agreement Amendment”), of even date herewith; (iii) to modify
and amend the Original Note pursuant to that certain First Amendment and
Allonge to Promissory Note (the “First Note Amendment”), of even date herewith;
(iv) to modify and amend the Original Assignment of Leases, pursuant to that
certain First Amendment to Assignment of Leases and Rents (the “First Assignment
of Leases Amendment”), of even date herewith; (v) to modify, amend and reaffirm
the Original Mortgage pursuant to that certain First Amendment to Construction
Mortgage and Security Agreement (the “First Mortgage Amendment”), of even date
herewith; (vi) to modify, amend and reaffirm the Original Non-Recourse
Exceptions Guaranty, pursuant to that certain First Amendment to and
Reaffirmation of Guaranty of Non-Recourse Exceptions (the “First Non-Recourse
Exceptions Guaranty Amendment”), of even date herewith; (vii) to modify, amend
and reaffirm the Original Environmental Indemnity, pursuant to that certain
First Amendment to and Reaffirmation of Environmental Compliance and Indemnity
Agreement (the “First Environmental Indemnity


 


2

















 


Amendment”), of even date
herewith; (viii) to modify the Original UCC-1 Financing Statements pursuant to
UCC-3 Financing Statements and to file a new UCC-1 Financing Statement with the
Secretary of the State of Delaware (collectively, the “Financing Statement
Amendments”) of even date herewith. 
This Amendment, the First Loan Agreement Amendment, the First Note
Amendment, the First Assignment of Leases Amendment, the First Mortgage
Amendment, the First Non-Recourse Exceptions Guaranty Amendment, the First
Environmental Indemnity Amendment, the Financing Statement Amendments, together
with all other documents and instruments being executed concurrently herewith,
are referred to herein collectively as the “Amendment Documents.”


 


D.                                    The
Original Collateral Assignment of Contracts, Permits and Licenses, as modified
and amended by this Amendment, is hereinafter referred to as the “Assignment of
Contracts.”  All capitalized words and
phrases used in this Amendment and not otherwise defined herein shall have the
meanings ascribed to them in the Loan Agreement.


 


NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the receipt,
sufficiency and delivery of which are hereby acknowledged, the Borrower and the
Lender hereby agree as follows:


 


1.                                       All
references in the Assignment of Contracts to the Note shall be deemed to refer
to the Original Note, as amended by the First Note Amendment; and all
references in the Assignment of Contracts to the Loan Agreement shall be deemed
to refer to the Original Loan Agreement, as amended by the First Loan Agreement
Amendment; all references in the Assignment of Contracts to the Security Deed
shall be deemed to refer to the Original Mortgage, as amended by the First
Mortgage Amendment, all references in the Assignment of Contracts to the
Assignment of Leases shall be deemed to refer to the Original Assignment of
Leases, as amended by the First Assignment of Leases Amendment; and all
references in the Assignment of Contracts to the Loan Documents shall be deemed
to refer to the Existing Loan Documents, as modified, amended and supplemented
by the Amendment Documents.


 


2.                                       Exhibit
B is hereby deleted and replaced with the Exhibit B attached hereto and made a
part hereof.


 


3.                                       All
of the warranties, representations and covenants of the Borrower contained in
the Original Mortgage are hereby remade, reaffirmed and ratified as of the date
hereof.


 


4.                                       Except
as expressly set forth herein, the Original Mortgage and all of the terms,
conditions and provisions thereof, shall remain unaltered and unmodified and in
full force and effect.


 


[Signatures on
next page.]


 


3

















 


IN WITNESS WHEREOF, of
the Borrower and Lender have caused this Amendment to be executed as an
instrument under seal, as of the date set forth above, by the duly authorized
representatives thereof.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  830 WINTER STREET LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Praecis Pharmaceuticals

  Incorporated, a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin F. McLaughlin

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Exec. V.P. and C.F.O.

  	
   

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
										



 


4

















 


 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ANGLO IRISH BANK
  CORPORATION

  PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Doyle

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
  Paul Doyle

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
					



 


5

















 


EXHIBIT
B


 


Assigned Contracts and Permits


 

















 


FIRST AMENDMENT TO
ASSIGNMENT OF LEASES AND PROFITS


 


THIS
FIRST AMENDMENT TO FIRST AMENDMENT TO ASSIGNMENT OF LEASES AND PROFITS (this
“Amendment”), is made as of the 28th day June, 2004, by and between
830 WINTER STREET LLC, a Delaware limited liability company, having an address
of c/o Praecis Pharmaceuticals Incorporated, 830 Winter Street, Waltham,
Massachusetts 02451 (“Borrower”) and ANGLO IRISH BANK CORPORATION PLC, with an
address at 84 State Street, Boston, Massachusetts 02109 (“Lender”).


 


W
I  T  N  E  S  S  E  T  H:


 


Reference is hereby made
to the following facts:


 


A.                                   Lender
has made that certain Loan (the “Loan”) to the Borrower, which Loan is secured
by certain real property and improvements located at 830 Winter Street in
Waltham, Middlesex County, Massachusetts (the “Property”).  In connection therewith, the Borrower
executed and delivered to the Lender (or caused to be executed and delivered to
the Lender), among other things, the following (collectively, together with all
other documents and instruments heretofore executed and delivered in connection
with the Loan, and all amendments and modifications thereto, the “Existing Loan
Documents”):


 


1.                                       That
certain Acquisition and Construction Loan Agreement (the “Original Loan
Agreement”), dated as of July 11, 2000, between the Borrower and the
Lender;


 


2.                                       That
certain Promissory Note (the “Original Note”), dated as of July 11, 2000,
made by the Borrower, payable to the order of the Lender, in the original
principal amount of $33,000,000.00;


 


3.                                       That
certain Construction Mortgage and Security Agreement (the “Original Mortgage”),
dated as of July 11, 2000, from the Borrower, as mortgagor, to the Lender,
as mortgagee, filed with the Middlesex South Registry District of the Land
Court (the “Land Court”) as Document No. 1144043;


 


4.                                       That
certain Assignment of Leases and Rents (the “Original Assignment of Leases”),
dated as of July 11, 2000, from the Borrower, as assignor, to the Lender,
as assignee, filed with the Land Court as Document No. 1144044;


 


5.                                       That
certain Collateral Assignment and Security Agreement in respect of Contracts,
Licenses and Permits (the “Original Collateral Assignment


 

















 


of Contracts, Licenses
and Permits”), dated as of July 11, 2000, made by the Borrower in favor of
the Lender;


 


6.                                       That
certain Guaranty of Costs and Completion (the “Costs and Completion Guaranty”)
dated as of July 11, 2000, made by Praecis Pharmaceuticals Incorporated
(the “Guarantor”) in favor of Lender;


 


7.                                       That
certain Guaranty of Non-Recourse Exceptions (the “Original Non-Recourse
Exceptions Guaranty”) dated as of July 11, 2000, made by Guarantor in
favor of Lender;


 


8.                                       That
certain Environmental Compliance and Indemnity Agreement (the “Original
Environmental Indemnity”), dated as of July 11, 2000, made jointly and
severally by the Borrower and the Guarantor in favor of the Lender;


 


9.                                       Those
certain UCC-1 Financing Statements (collectively, the “Original UCC-1 Financing
Statements”) filed with the Secretary of State of Massachusetts and with the
Land Court as Document No. 11044045; and


 


10.                                 Certain
other collateral security documents.


 


B.                                     Prior to the date hereof,
Project Completion has been achieved, the Loan has been fully funded by the
Lender to the Borrower and the Initial Term has been extended to July 30,
2004 in accordance with the terms of the Existing Loan Documents.


 


C.                                     Lender
and Borrower have agreed to further extend the maturity date of the Loan and to
modify and amend the Loan in certain respects. 
In connection therewith the Borrower, the Lender and the Guarantor, as
applicable, have agreed as follows: (i) to modify and amend the Original
Assignment of Leases pursuant to this Amendment; (ii) to modify and amend the
Original Loan Agreement, pursuant to that certain First Amendment to
Acquisition and Construction Loan Agreement (the “First Loan Agreement
Amendment”), of even date herewith; (iii) to modify and amend the Original
Mortgage pursuant to that certain First Amendment to Construction Mortgage and
Security Agreement (the “First Mortgage Amendment”), of even date herewith;
(iv) to modify and amend the Original Note, pursuant to that certain First
Amendment and Allonge to Note  (the
“First Note Amendment”), of even date herewith; (v) to modify, amend and
reaffirm the Original Collateral Assignment of Contracts, Licenses and Permits
pursuant to that certain First Amendment to Collateral Assignment and Security
Agreement in respect of Contracts, Licenses and Permits (the “First Collateral
Assignment of Contracts, Licenses and Permits Amendment”), of even date
herewith; (vi) to modify, amend and reaffirm the Original Non-Recourse
Exceptions Guaranty, pursuant to that certain First Amendment to and
Reaffirmation of Guaranty of Non-Recourse Exceptions (the “First Non-Recourse
Exceptions Guaranty Amendment”), of even date herewith; (vii) to modify, amend
and reaffirm the Original Environmental Indemnity, pursuant to that certain
First Amendment to and Reaffirmation of Environmental 


 


2

















 


Compliance and Indemnity
Agreement (the “First Environmental Indemnity Amendment”), of even date
herewith; (viii) to modify the Original UCC-1 Financing Statements pursuant to
UCC-3 Financing Statements and to file a new UCC-1 Financing Statement with the
Secretary of the State of Delaware (collectively, the “Financing Statement
Amendments”) of even date herewith. 
This Amendment, the First Loan Agreement Amendment, the First Mortgage
Amendment, the First Note Amendment, the First Collateral Assignment of
Contracts, Licenses and Permits Amendment, the First Non-Recourse Exceptions
Guaranty Amendment, the First Environmental Indemnity Amendment, the Financing
Statement Amendments, together with all other documents and instruments being
executed concurrently herewith, are referred to herein collectively as the
“Amendment Documents.”


 


D.                                    The
Original Assignment of Leases, as modified and amended by this Amendment, is
hereinafter referred to as the “Assignment of Leases.”  All capitalized words and phrases used in
this Amendment and not otherwise defined herein shall have the meanings
ascribed to them in the Loan Agreement.


 


NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the receipt,
sufficiency and delivery of which are hereby acknowledged, the Borrower and the
Lender hereby agree as follows:


 


1.                                       Section 2.A
of the Assignment of Leases is hereby deleted in its entirety and replaced with
the following:


 


“A.                             The
payment of the principal sum, interests, charges and indebtedness evidenced by
the Note, including any extensions, renewals, replacement or replacements, modifications
and amendments thereof, in the original amount of up to Thirty-Two Million, Two
Hundred Fifty Three Thousand, Two Hundred Ten Dollars and 47/100
($32,253,210.47) given by Borrower to the order of Lender;”


 


2.                                       All
references in the Assignment of Leases to the Note shall be deemed to refer to
the Original Note, as amended by the First Note Amendment; all references in
the Assignment of Leases to the Security Deed shall be deemed to refer to the
Original Mortgage, as amended by the First Mortgage Amendment; all references
in the Assignment of Leases to the Loan Agreement shall be deemed to refer to
the Original Loan Agreement, as amended by the First Loan Agreement Amendment;
and all references in the Assignment of Leases to the Loan Documents shall be
deemed to refer to the Existing Loan Documents, as modified, amended and
supplemented by the Amendment Documents.


 


3.                                       All
of the warranties, representations and covenants of the Borrower contained in
the Original Assignment of Leases are hereby remade, reaffirmed and ratified as
of the date hereof.


 


3

















 


4.                                       Except
as expressly set forth herein, the Original Assignment of Leases and all of the
terms, conditions and provisions thereof, shall remain unaltered and unmodified
and in full force and effect.


 


IN WITNESS WHEREOF, each
of the Lender and the Borrower have caused this Amendment to be executed as an
instrument under seal, as of the date set forth above, by the duly authorized
representatives thereof.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  830 WINTER STREET LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Praecis Pharmaceuticals

  Incorporated, a Delaware

  corporation, its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin F. McLaughlin

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Exec. V.P. and C.F.O.

  	
   

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
							



 


4

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ANGLO IRISH BANK
  CORPORATION

  PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Doyle

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
  Paul
  Doyle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Owen O’Neill

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
  Owen
  O’Neill

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
						



 


5

















 


	
  STATE OF MASSACHUSETTS

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF MIDDLESEX

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  June 24,
  2004

  



 


Then personally appeared
before me the above-named Kevin F. McLaughlin, the EVP and CFO of Praecis
Pharmaceuticals Incorporated, the sole member of 830 Winter Street LLC (the
Borrower described above), on its behalf, and acknowledged the foregoing
instrument to be his/her free act and deed and the free act and deed of the
such corporation in its capacity as such sole member.


 


 


	
   

  	
  /s/ Lena M. Bergfors

  	
   

  
	
   

  	
  [AFFIX NOTARIAL SEAL]

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission expires:
  3/31/06

  



 


6

















 


	
  COMMONWEALTH OF MASSACHUSETTS

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF SUFFOLK

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  June 28,
  2004

  



 


Then personally appeared
the above named Paul Doyle, the Vice President of Anglo Irish Bank Corporation
PLC, who swore to me that he executed the same in his capacity as Vice
President of Anglo Irish Bank Corporation PLC, as the free act and deed of
Anglo Irish Bank Corporation PLC on its behalf, before me,


 


 


	
   

  	
  /s/ [illegible
  signature]

  	
   

  
	
   

  	
  [AFFIX NOTARIAL SEAL]

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission expires:
  10/25/07

  



 


 


	
  COMMONWEALTH OF
  MASSACHUSETTS

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF SUFFOLK

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  June 28,
  2004

  



 


Then personally appeared
the above named Owen O’Neill, the President of Anglo Irish Bank Corporation
PLC, who swore to me that he executed the same in his capacity as President of
Anglo Irish Bank Corporation PLC, as the free act and deed of Anglo Irish Bank
Corporation PLC on its behalf, before me,


 


 


	
   

  	
  /s/ [illegible
  signature]

  	
   

  
	
   

  	
  [AFFIX NOTARIAL SEAL]

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission expires:
  10/25/07

  



 


7