**Exhibit10.6**

 

FIRST AMENDMENT TOAND REAFFIRMATION OF ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENT

 

This FIRST AMENDMENT TO AND REAFFIRMATION OF ENVIRONMENTAL COMPLIANCEAND INDEMNITY AGREEMENT (this “Amendment”), is made as of the 28thday of June, 2004, by and between 830 WINTER STREET LLC, a Delaware limitedliability company (“Borrower”), PRAECIS PHARMACEUTICALS INCORPORATED, aDelaware corporation (“Guarantor”), each having an address at 830 WinterStreet, Waltham, Massachusetts 02451 and Anglo Irish Bank Corporation PLC, withan address at 84 State Street, Boston, Massachusetts 02109 (“Lender”).  The Borrower and the Guarantor are sometimesreferred to in this Amendment collectively as the “Indemnitors”.

 

WITNESSETH:

 

Reference is hereby madeto the following facts:

 

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

 

1.                                       Thatcertain Acquisition and Construction Loan Agreement (the “Original LoanAgreement”), dated as of July 11, 2000, between the Borrower and theLender;

 

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

 

3.                                       Thatcertain 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 LandCourt (the “Land Court”) as Document No. 1144043;

 

4.                                       Thatcertain 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.                                       Thatcertain 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 infavor of the Lender;

 

6.                                       Thatcertain 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.                                       Thatcertain Guaranty of Non-Recourse Exceptions (the “Original Non-RecourseExceptions Guaranty”) dated as of July 11, 2000, made by Guarantor infavor of Lender;

 

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

 

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

 

10.                                 Certainother collateral security documents.

 

B.                                     Priorto the date hereof, Project Completion has been achieved, the Loan has beenfully funded by the Lender to the Borrower and the Initial Term has beenextended to July 30, 2004 in accordance with the terms of the LoanDocuments.

 

C.                                     Lenderand Borrower have agreed to further extend the maturity date of the Loan and tomodify and amend the Loan in certain respects. In connection therewith the Borrower, the Lender and the Guarantor, asapplicable, have agreed as follows: (i) to modify and amend the Original EnvironmentalIndemnity pursuant to this Amendment; (ii) to modify and amend the OriginalLoan Agreement, pursuant to that certain First Amendment to Acquisition andConstruction Loan Agreement (the “First Loan Agreement Amendment”), of evendate herewith; (iii) to modify and amend the Original Mortgage pursuant to thatcertain First Amendment to Construction Mortgage and Security Agreement (the“First Mortgage Amendment”), of even date herewith; (iv) to modify and amendthe Original Assignment of Leases, pursuant to that certain First Amendment toAssignment of Leases and Rents (the “First Assignment of Leases Amendment”), ofeven date herewith; (v) to modify, amend and reaffirm the Original CollateralAssignment of Contracts, Licenses and Permits pursuant to that certain FirstAmendment to Collateral Assignment and Security Agreement in respect ofContracts, Licenses and Permits (the “First Collateral Assignment of Contracts,Licenses and

 

2

----

 

Permits Amendment”), of even date herewith; (vi) to modify, amend andreaffirm the Original Non-Recourse Exceptions Guaranty, pursuant to thatcertain First Amendment to and Reaffirmation of Guaranty of Non-RecourseExceptions (the “First Non-Recourse Exceptions Guaranty Amendment”), of evendate herewith; (vii) to modify, amend and reaffirm the Original Note, pursuantto that certain First Amendment and Allonge to Note Agreement (the “First NoteAmendment”), of even date herewith; (viii) to modify the Original UCC-1 FinancingStatements pursuant to UCC-3 Financing Statements and to file a new UCC-1Financing Statement with the Secretary of the State of Delaware (collectively,the “Financing Statement Amendments”) of even date herewith.  This Amendment, the First Loan AgreementAmendment, the First Mortgage Amendment, the First Assignment of LeasesAmendment, the First Collateral Assignment of Contracts, Licenses and PermitsAmendment, the First Non-Recourse Exceptions Guaranty Amendment, the First NoteAmendment, the Financing Statement Amendments, together with all otherdocuments and instruments being executed concurrently herewith, are referred toherein collectively as the “Amendment Documents.”

 

D.                                    TheOriginal Environmental Indemnity, as modified, amended and reaffirmed by thisAmendment, is hereinafter referred to as the “Environmental Indemnity.”  All capitalized words and phrases used inthis Amendment and not otherwise defined herein shall have the meaningsascribed to them in the Original Loan Agreement.

 

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

 

1.                                       TheIndemnitors hereby consent to the execution and delivery of the AmendmentDocuments and acknowledge and agree that the entering into and performance bythe parties thereunder shall in no way impair, limit, detract or derogate fromthe obligations and liabilities of the Indemnitors pursuant to theEnvironmental Indemnity.

 

2.                                       Allreferences in the Environmental Indemnity to the Note shall be deemed to referto the Original Note, as amended by the First Note Amendment; all references inthe Environmental Indemnity to the Security Deed shall be deemed to refer tothe Original Mortgage as amended by the First Mortgage Amendment; allreferences in the Environmental Indemnity to the Assignment of Leases shall bedeemed to refer to the Original Assignment of Leases as amended by the FirstAssignment of Leases Amendment; all references in the Environmental Indemnityto 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 theEnvironmental Indemnity to the Loan Documents shall be deemed to refer to theExisting Loan Documents, as modified, amended and supplemented by the AmendmentDocuments.

 

3

----

 

3.                                       TheIndemnitors represent and warrant that neither of them have any  claims, defenses, counterclaims or set-offsagainst Lender in connection with the Loan, nor any basis for any such claim,defense, counterclaim or set-off.  Allof the warranties, representations and covenants of the Indemnitors containedin the Original Environmental Indemnity are hereby remade, reaffirmed andratified as of the date hereof.

 

4.                                       Exceptas expressly set forth herein, the Original Environmental Indemnity and all ofthe terms, conditions and provisions thereof, shall remain unaltered and unmodifiedand in full force and effect.

 

[Signatures onnext page.]

 

4

----

 

IN WITNESS WHEREOF, eachof the Lender and the Indemnitors have caused this Amendment to be executed asan instrument under seal, as of the date set forth above, by the dulyauthorized 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 |
|        |                                                              |  |  |  |  |  |

 

[SignaturesContinued On Next Page]

 

5

----

 
|   | LENDER:                            |
|--------|------------------------------------|
|   |                               |
|   | ANGLO IRISH BANK  CORPORATION  PLC |
|   |                               |
|   |                               |
|   | By:                                | /s/ Paul Doyle | (seal) |
|   |                               | Name: | Paul Doyle |
|   |                               | Title: | Vice President |
|   |                               | Hereunto duly  authorized |
|        |                                    |  |  |  |

 

6

----