Exhibit 10.2


 


LOAN MODIFICATION AGREEMENT


 


This Loan Modification
Agreement (this “Loan Modification Agreement”) is entered into as of
April 7, 2004, by and between SILICON VALLEY BANK, a California-chartered
bank, with its principal place of business at 3003 Tasman Drive, Santa Clara,
California 95054 and with a loan production office located at One Newton
Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462,
doing business under the name “Silicon Valley East” (“Bank”) and GTC BIOTHERAPEUTICS,
INC., a Massachusetts corporation with its chief executive office
located at 175 Crossing Boulevard, Suite 410, Framingham, Massachusetts 01702
(“Borrower”).


 


1.                                       DESCRIPTION
OF EXISTING INDEBTEDNESS AND OBLIGATIONS. 
Among other indebtedness and obligations which may be owing by Borrower
to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as
of March 27, 2002, evidenced by, among other documents, a certain Loan and
Security Agreement dated as of March 27, 2002, between Borrower and Bank,
as amended by a Loan Modification Agreement dated June 11, 2003, as
amended by a Loan Modification Agreement dated August 13, 2003, and as
further amended by a Loan Modification Agreement dated January 25, 2004
(as amended, the “Loan Agreement”). 
Capitalized terms used but not otherwise defined herein shall have the
same meaning as in the Loan Agreement.


 


2.                                       DESCRIPTION
OF COLLATERAL.  Repayment of the
Obligations is secured by the Collateral as described in the Loan Agreement
(together with any other collateral security granted to Bank, the “Security
Documents”).


 


Hereinafter, the Security
Documents, together with all other documents evidencing or securing the
Obligations shall be referred to as the “Existing Loan Documents”.


 


3.                                       DESCRIPTION
OF CHANGE IN TERMS.


 


A.                                   Modifications
to Loan Agreement.


 


1                                          The
Loan Agreement shall be amended by deleting the following definition appearing
in Section 13.1 thereof:


 


““Revolving Maturity Date”
means March 25, 2004.”


 


and inserting in lieu
thereof the following”


 


““Revolving Maturity Date”
means March 24, 2005.”


 


4.                                       FEES.  Borrower shall pay to Bank a modification
fee equal to Two Thousand Five Hundred Dollars ($2,500.00), which fee shall be
due on the date hereof and shall be deemed fully earned as of the date
hereof.  The Borrower shall also
reimburse Bank for all legal fees and expenses incurred in connection with this
amendment to the Existing Loan Documents.


 


5.                                       RATIFICATION
OF PLEDGE AGREEMENT.  Borrower
hereby ratifies, confirms and reaffirms, all and singular the terms and
conditions of a certain Pledge Agreement


 

















 


dated as of
March 27, 2002, between Borrower and Bank, and acknowledges, confirms and
agrees that said Pledge Agreement shall remain in full force and effect.


 


6.                                       RATIFICATION
OF NEGATIVE PLEDGE AGREEMENT. 
Borrower hereby ratifies, confirms and reaffirms, all and singular, the
terms and conditions of a certain Negative Pledge Agreement dated as of
March 27, 2002, between Borrower and Bank, and acknowledges, confirms and
agrees that said Negative Pledge Agreement shall remain in full force and
effect.


 


7.                                       CONSISTENT
CHANGES.  The Existing Loan
Documents are hereby amended whenever necessary to reflect the changes
described above.


 


8.                                       RATIFICATION
OF LOAN DOCUMENTS.  Borrower hereby
ratifies, confirms, and reaffirms all terms and conditions of all security or
other collateral granted to the Bank, and confirms that the indebtedness
secured thereby includes, without limitation, the Obligations.


 


9.                                       NO
DEFENSES OF BORROWER.  Borrower hereby
acknowledges and agrees that Borrower has no offsets, defenses, claims, or
counterclaims against Bank with respect to the Obligations, or otherwise, and
that if Borrower now has, or ever did have, any offsets, defenses, claims, or
counterclaims against Bank, whether known or unknown, at law or in equity, all
of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any
liability thereunder.


 


10.                                 CONTINUING
VALIDITY.  Borrower understands and
agrees that in modifying the existing Obligations, Bank is relying upon
Borrower’s representations, warranties, and agreements, as set forth in the
Existing Loan Documents.  Except as
expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.  Bank’s agreement to modifications to the
existing Obligations pursuant to this Loan Modification Agreement in no way
shall obligate Bank to make any future modifications to the Obligations.  Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Obligations.  It is the intention of Bank and Borrower to retain as liable
parties all makers of Existing Loan Documents, unless the party is expressly
released by Bank in writing.  No maker
will be released by virtue of this Loan Modification Agreement.


 


11.                                 COUNTERSIGNATURE.  This Loan Modification Agreement shall
become effective only when it shall have been executed by Borrower and Bank
(provided, however, in no event shall this Loan Modification Agreement become
effective until signed by an officer of Bank in California).


 


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intentionally left blank]


 


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This Loan Modification
Agreement is executed as a sealed instrument under the laws of the Commonwealth
of Massachusetts as of the date first written above.


 


	
  BORROWER:

  	
  BANK:

  
	
   

  	
   

  
	
  GTC BIOTHERAPEUTICS, INC.

  	
  SILICON VALLEY BANK, doing

  business as SILICON VALLEY EAST

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ John B. Green

  	
   

  	
  By:

  	
   

  	
  /s/ Douglas Marshall

  	
   

  
	
  Name:

  	
  John B. Green

  	
  Name:

  	
  Douglas Marshall

  
	
  Title:

  	
  Senior Vice President
  and CFO

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ B.J. Clanton

  	
   

  
	
   

  	
  Name:

  	
  B.J. Clanton

  
	
   

  	
  Title:

  	
  Supervisor

  
	
   

  	
  (signed in Santa Clara
  County, California)

  
								



 


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