EXHIBIT 10
EXTENSION AND MODIFICATION OF PROMISSORY
NOTE, MORTGAGE, SECURITY AGREEMENT
AND LOAN AGREEMENT
THIS EXTENSION AND MODIFICATION OF PROMISSORY NOTE, MORTGAGE, SECURITY
AGREEMENT and LOAN AGREEMENT ("this Modification and Extension Agreement") made
and entered into by and between Xxxxxxx First National Bank, a national banking
association organized and existing under the laws of the United States
("Lender"), and Primedica Redfield, Inc. f/k/a TSI Redfield Laboratories, Inc.,
an Arkansas corporation ("Borrower"), WITNESSETH:
1. RECITALS. On May 22, 1997, pursuant to a Loan Agreement of even date
("the Loan Agreement"), Lender extended a loan to Borrower in the original sum
of $700,000.00 and to evidence this indebtedness, Borrower executed a Promissory
Note of even date therewith in the original principal amount of $700,000.00
bearing interest and payable as therein set forth ("the Note"). As security for
the Note, Borrower executed a Security Agreement, dated May 22, 1997, covering
certain personal property utilized by Borrower in its business ("the Security
Agreement"). As additional security for the Note, Borrower executed a Mortgage
in favor of the Lender on real property ("the Real Property") located in
Jefferson County, Arkansas ("the Mortgage"), which appears of record in the
records of the Circuit Clerk and Ex-Officio Recorder of Jefferson County,
Arkansas in Book 709, Page 678 as of July 1, 1997. The Loan Agreement, the Note,
the Security Agreement and the Mortgage may hereinafter be referred to as "the
Loan Documents." The payment of the Note is guaranteed by TSI Corporation, Inc.
and Genzyme Transgenics Corporation (jointly, Guarantors") pursuant to
Guaranties dated May 22, 1997 ("the Guaranties"). On or about March 13, 1998,
the Loan Documents were modified pursuant to the Extension and Modification of
Promissory Note, Mortgage, Security Agreement and Loan Agreement ("the Extension
and Modification") dated March 13, 1998, recorded in the Real Estate Records of
Jefferson County, Arkansas in Mortgage Book 728 at Page 518. Hereafter, the
Extension and Modification is included in the reference to the Loan Documents.
Lender and Borrower, with Guarantors' acknowledgment and consent, have
agreed to extend the maturity date of the Note and modify the provisions of the
Loan Documents, and desire to reduce such modifications to writing herein.
2. MODIFICATION OF THE NOTE. As of March 17, 1999, the principal
balance of the Note is $606,988.43, plus accrued interest as of March 17, 1999
in the amount of $2,665.76, with interest accruing from March 17, 1999 at the
rate of $166.30 per day. Borrower shall pay or has paid the March 1, 1999
payment. The remaining principal balance of $606,988.43 shall continue to accrue
interest at the rate of nine and one-half per cent (9.50%) per annum, which
amount shall be payable in twenty-six (26) monthly installments of principal
plus accrued interest beginning on April 17, 1999, the first twenty-five (25) of
which shall be in the amount of $9,920.61 each, with the outstanding principal
balance plus accrued interest becoming due with the twenty-sixth (26th) and
final installment on May 17, 2001. In addition to the monthly installment of
principal
Exhibit 10 - page 1
and interest, Borrower shall pay a monthly amount of $2,035.45, which is
one-twelfth (1/12) of the annual real property taxes dues on the Real Property.
3. MODIFICATION OF THE LOAN AGREEMENT. THE SECURITY AGREEMENT AND THE
MORTGAGE. The Loan Agreement, the Security Agreement and the Mortgage are
modified to conform to the provisions set forth in this Modification and
Extension Agreement.
4. OTHER PROVISIONS. Except as herein specifically extended and
modified, all other terms and conditions of the Loan Agreement, the Security
Agreement and the Mortgage shall remain in full force and effect in accordance
with the terms thereof.
5. ACKNOWLEDGMENT OF GUARANTORS. Guarantors specifically acknowledge
and consent to the terms of this Modification and Extension Agreement.
IN WITNESS WHEREOF, the parties have executed this instrument on this
31ST day of March, 1999.
LENDER:
XXXXXXX FIRST NATIONAL BANK
By: /s/ XXXX X. XXXXX
-------------------------------
Title: Vice President
ATTEST:
/s/ XXXXX XXXXXXXX
------------------------------------
Title: Asst. Vice President
BORROWER:
PRIMEDICA REDFIELD, INC. f/k/a
TSI REDFIELD LABORATORIES, INC.
By: /s/ XXXX X. XXXXX
-------------------------------
Title: Treasurer
ATTEST:
/s/ XXXXXXXX X. XXXXXX
------------------------------------
Title: Secretary
Exhibit 10 - page 2
GUARANTOR:
TSI CORPORATION
By: /s/ XXXX X. XXXXX
-------------------------------
Title: Treasurer
ATTEST:
/s/ XXXXXXXX X. XXXXXX
------------------------------------
Title: Secretary
GUARANTOR:
GENZYME TRANSGENICS CORPORATION
By: /s/ XXXX X. XXXXX
-------------------------------
Title: Vice President
ATTEST:
/s/ XXXXXXXX X. XXXXXX
------------------------------------
Title: Clerk
Exhibit 10 - page 3
ACKNOWLEDGMENTS
STATE OF ARKANSAS )
COUNTY OF JEFFERSON ) SS
BE IT REMEMBERED, that on this day appeared in person before me, the
undersigned, a Notary Public within and for the county and state aforesaid, duly
commissioned, qualified and acting, the within named Xxxx X. Xxxxx and Xxxxx
Xxxxxxxx to me well known, who stated that they were the Vice President and
Asst. Vice President respectively, of Xxxxxxx First National Bank, and that they
were duly authorized in their respective capacities to execute the foregoing
instrument and that they had so executed the same for the consideration and
purposes therein mentioned and set forth, and I do hereby so certify.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal as
such Notary Public this 31st day of March 1999.
/s/ XXXXX X. XXXXX
-------------------------------------
Notary Public
My commission expires: 11/11/2004
STATE OF ARKANSAS )
COUNTY OF JEFFERSON ) SS
BE IT REMEMBERED, that on this day appeared in person before me, the
undersigned, a Notary Public within and for the county and state aforesaid, duly
commissioned, qualified and acting, the within named Xxxx X. Xxxxx and Xxxxxxxx
Xxxxxx, to me well known, who stated that they were the Treasurer and Secretary,
respectively, of Primedica Redfield, Inc. f/k/a TSI Redfield Laboratories, Inc.,
and that they were duly authorized in their respective capacities to execute the
foregoing instrument and that they had so executed the same for the
consideration and purposes therein mentioned and set forth, and I do hereby so
certify.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal as
such Notary Public this 31st day of March 1999.
/s/ XXXXX X. XXXXX
-------------------------------------
Notary Public
My commission expires: 11/11/2004
Exhibit 10 - page 0
XXXXX XX XXXXXXXXXXXXX)
XXXXXX XX XXXXXXXXX )SS
BE IT REMEMBERED, that on this day appeared in person before me, the
undersigned, a Notary Public within and for the county and state aforesaid, duly
commissioned, qualified and acting, the within named Xxxx X. Xxxxx, to me well
known, who stated that he is the Treasurer of TSI Corporation, Inc., and that
they were duly authorized in their respective capacities to execute the
foregoing instrument and that they had so executed the same for the
consideration and purposes therein mentioned and set forth, and I do hereby so
certify.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal as
such Notary Public this 31st day of March 1999.
/s/ XXXXXX XXXXXX
-------------------------------------
Notary Public
My commission expires: 1/28/2005
STATE OF MASSACHUSETTS)
COUNTY OF WORCESTER )SS
BE IT REMEMBERED, that on this day appeared in person before me, the
undersigned, a Notary Public within and for the county and state aforesaid, duly
commissioned, qualified and acting, the within named Xxxx X. Xxxxx, to me well
known, who stated he is Vice President of Genzyme Transgenics Corporation, and
that they were duly authorized in their respective capacities to execute the
foregoing instrument and that they had so executed the same for the
consideration and purposes therein mentioned and set forth, and I do hereby so
certify.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal as
such Notary Public this 31st day of March 1999.
/s/ XXXXXX XXXXXX
-------------------------------------
Notary Public
My commission expires: 11/28/2005
Exhibit 10 - page 5
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk April 2, 1999
Then personally appeared the above-named Xxxxxxxx X. Xxxxxx, the
Secretary of Primedica Redfield, Inc., the Secretary of TSI Corporation and the
Clerk of Genzyme Transgenics Corporation who acknowledged the foregoing
instrument to be her free act and deed and the free act and deed of said
corporations, before me,
/s/ XXXXXXXX XXX XXXXXXXX
-------------------------------------
Notary Public:
My Commission Expires: 7/1/99
Exhibit 10 - page 6