Exhibit 10.5
AMENDMENT
TO
MASTER EQUIPMENT LEASE AGREEMENT NO. 7667 DATED JUNE 10,1999
AMENDMENT (this "Amendment") to Master Equipment Lease Agreement No. 7667
between General Electric Capital Corporation (successor-in-interest to Oxford
Venture Finance, LLC), as lessor (the "Lessor") and Genaissance Pharmaceuticals,
Inc., as lessee (the "Lessee") dated June 10, 1999 (together with all lease
schedules, riders, and attendant documents, the "Lease").
This Amendment is
entered into pursuant to and incorporates all of the terms and provisions of the
Lease.
By its execution and delivery of this Amendment, Lessee hereby reaffirms
all of the representations, warranties and covenants contained in the Lease as
of the date hereof.
1.
PURPOSE.
THIS AMENDMENT SUPPLEMENTS THE LEASE AND PROVIDES
ADDITIONAL SECURITY FOR LESSEE'S PAYMENT OF THE OBLIGATIONS.
2.
DEFINITION.
THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING
MEANINGS HEREIN:
(A)
"CASH" SHALL MEAN ALL CASH, CASH EQUIVALENTS, MARKETABLE
SECURITIES, MONEY, CHECKS, CURRENCY, AND DEPOSIT ACCOUNTS, LESS FUNDS PLEDGED TO
SECURE A STANDBY LETTER OF CREDIT IN FAVOR OF LESSOR AS CONTEMPLATED HEREIN.
(B)
"DEBT" SHALL MEAN LESSEE'S PRINCIPAL OUTSTANDING INDEBTEDNESS, AS
WELL AS ACCRUED AND UNPAID INTEREST, REDUCED BY THE AMOUNT OF THE STANDBY LETTER
OF CREDIT IN FAVOR OF LESSOR.
3.
LETTER OF CREDIT.
CONCURRENTLY WITH THE EXECUTION OF THIS
AMENDMENT, LESSEE SHALL EXECUTE AND ENTER INTO THE LETTER OF CREDIT AGREEMENT
ANNEXED HERETO AS EXHIBIT "I".
4.
REPRESENTATIONS, WARRANTIES AND COVENANTS.
LESSEE HEREBY
ACKNOWLEDGES AND AGREES THAT THE FOLLOWING SHALL CONSTITUTE ADDITIONAL
REPRESENTATIONS, WARRANTIES AND COVENANTS UNDER THE LEASE:
(A)
LESSEE HEREBY COVENANTS AND AGREES THAT COMMENCING UPON EXECUTION
OF THIS AMENDMENT AND CONTINUING UNTIL THE OBLIGATIONS ARE EQUAL TO OR LESS THAN
$2,000,000.00, LESSEE, AT ALL TIMES, SHALL HOLD AND MAINTAIN CASH IN AN AMOUNT
EQUAL TO AT LEAST 125% OF LESSEE'S TOTAL DEBT (THE "RESTRICTED CASH").
(B)
LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, IN
ANY MANNER DISPOSE, TRANSFER OR SURRENDER ANY OF THE RESTRICTED CASH.
(C)
LESSEE SHALL NOT, DIRECTLY OR INDIRECTLY, CREATE, INCUR OR PERMIT
TO EXIST ANY LIEN, ENCUMBRANCE, PLEDGE, ATTACHMENT OR SECURITY INTEREST ON OR
WITH RESPECT TO THE RESTRICTED CASH.
(D)
LESSEE SHALL FURNISH TO LESSOR, ON OR BEFORE THE 15TH DAY OF EACH
MONTH, COMMENCING MARCH 15, 2003 AND CONTINUING UNTIL THE OBLIGATIONS ARE EQUAL
TO OR LESS THAN
$2,000,000.00, a statement, as of the end of the preceding month, identifying
Lessee's total current Cash and the location(s)/account(s) pertaining to such
Cash.
5.
EVENTS OF DEFAULT.
(A)
LESSEE HEREBY ACKNOWLEDGES AND AGREES THAT THE FOLLOWING SHALL
CONSTITUTE AN ADDITIONAL EVENT OF DEFAULT UNDER THE LEASE:
LESSEE SHALL FAIL TO
PERFORM OR OBSERVE ANY OF THE OBLIGATIONS, REPRESENTATIONS, WARRANTIES OR
COVENANTS SET FORTH IN ITEMS PARAGRAPHS 4 AND 5 OF THIS AMENDMENT, PROVIDED THAT
LESSEE SHALL BE GIVEN THIRTY (30) DAYS' WRITTEN NOTICE AND AN OPPORTUNITY TO
CURE BEFORE AN EVENT OF DEFAULT SHALL BE DEEMED TO HAVE OCCURRED [EXCEPT AS TO
PARAGRAPHS 4(B) AND 4(C) FOR WHICH A TWENTY (20) DAY WRITTEN NOTICE AND
OPPORTUNITY TO CURE SHALL BE PROVIDED].
(B)