Exhibit
10.6


 


FIRST AMENDMENT TO
AND REAFFIRMATION OF ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT


 


This FIRST AMENDMENT TO AND REAFFIRMATION OF ENVIRONMENTAL COMPLIANCE
AND INDEMNITY 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 (“Borrower”), PRAECIS PHARMACEUTICALS INCORPORATED, a
Delaware corporation (“Guarantor”), each having an address at 830 Winter
Street, Waltham, Massachusetts 02451 and Anglo Irish Bank Corporation PLC, with
an address at 84 State Street, Boston, Massachusetts 02109 (“Lender”).  The Borrower and the Guarantor are sometimes
referred to in this Amendment collectively as the “Indemnitors”.


 


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 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 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 Environmental
Indemnity 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


 


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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 Note, pursuant
to that certain First Amendment and Allonge to Note Agreement (the “First Note
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 Note
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 Environmental Indemnity, as modified, amended and reaffirmed by this
Amendment, is hereinafter referred to as the “Environmental Indemnity.”  All capitalized words and phrases used in
this Amendment and not otherwise defined herein shall have the meanings
ascribed to them in the Original 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 Indemnitors and
the Lender hereby agree as follows:


 


1.                                       The
Indemnitors hereby consent to the execution and delivery of the Amendment
Documents and acknowledge and agree that the entering into and performance by
the parties thereunder shall in no way impair, limit, detract or derogate from
the obligations and liabilities of the Indemnitors pursuant to the
Environmental Indemnity.


 


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


 


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3.                                       The
Indemnitors represent and warrant that neither of them have any  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 Indemnitors contained
in the Original Environmental Indemnity are hereby remade, reaffirmed and
ratified as of the date hereof.


 


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


 


[Signatures on
next page.]


 


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IN WITNESS WHEREOF, each
of the Lender and the Indemnitors 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

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  PRAECIS PHARMACEUTICAL

  INCORPORATED, a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin F. McLaughlin

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

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

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
							



 


[Signatures
Continued On Next Page]


 


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  LENDER:

  
	
   

  	
   

  
	
   

  	
  ANGLO IRISH BANK
  CORPORATION

  PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Doyle

  	
  (seal)

  
	
   

  	
   

  	
  Name:

  	
  Paul Doyle

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  Hereunto duly
  authorized

  
					



 


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