EXHIBIT 10.6
THIRD AMENDED AND RESTATED TERM NOTE
$14,000,000.00
March 26, 2008
FOR VALUE RECEIVED, the undersigned, ARIAD PHARMACEUTICALS, INC., a
Delaware corporation, ARIAD CORPORATION, a Delaware corporation, and ARIAD GENE
THERAPEUTICS, INC., a Delaware corporation (hereinafter sometimes referred to
collectively as the "Borrowers and each singly as a Borrower"), HEREBY
UNCONDITIONALLY PROMISES TO PAY TO THE ORDER OF RBS CITIZENS, NATIONAL
ASSOCIATION, successor by merger to Citizens Bank of Massachusetts, a national
banking association (the "Lender") at the office of the Lender, located at ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the holder
hereof may specify in writing), in lawful money of the United States of America
and in immediately available funds, the principal amount of FOURTEEN MILLION AND
00/100 DOLLARS ($14,000,000.00) (the "Loan"). The Borrowers jointly and
severally agree to pay the principal amount of the Loan in the amounts and on
the dates specified in subsection 2.5 of the Credit Agreement dated March 12,
2003, as amended by Amendment No. 1 to Credit Agreement, dated December 31,
2003, as further amended by Amendment No. 2 to Credit Agreement, dated December
31, 2004, as further amended by Amendment No. 3 to Credit Agreement, of even
date herewith (as the same may be further amended, modified, supplemented,
extended or restated from time to time, the "Credit Agreement") by and between
the Lender and the Borrowers. The Borrowers further agree to pay interest on the
unpaid principal balance of the Loan from time to time outstanding from the
Closing Date until paid, at the rates and at the times provided in the Credit
Agreement.
This Note is issued pursuant to the Credit Agreement, and the holder hereof
is entitled to, and shall have, all of the benefits of the Credit Agreement, and
all other agreements, instruments, guarantees and other documents executed and
delivered in connection therewith and herewith. All capitalized terms not
defined herein but defined in the Credit Agreement shall have the meanings given
to such terms in the Credit Agreement.
This Note is secured as provided in the Security Documents. Reference is
hereby made to the Security Documents for a description of the properties and
assets in which a security interest has been granted, the nature and extent of
the security, the terms and conditions upon which the security interests were
granted and the rights of the holder of this Note in respect thereof.
Upon the occurrence and during the continuance of any one or more of the
Events of Default, all amounts then remaining unpaid on this Note shall become,
or may be declared to be, immediately due and payable, all as provided in the
Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
This Note shall be binding upon the Borrowers and their successors and
assigns, and shall inure to the benefit of the Lender and its successors,
assigns, endorsees and transferees.
All of the obligations and liabilities of the Borrowers under the Note are
joint and several.
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EACH BORROWER AND THE LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
NOTE, ANY OF THE OTHER FINANCING DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN OR THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
This Note and the other Financing Documents are executed and delivered
under seal and shall be construed in accordance with and governed by the laws of
The Commonwealth of Massachusetts, without giving effect to the conflict of law
provisions thereof. Each Borrower submits itself to the non-exclusive
jurisdiction of the Courts of The Commonwealth of Massachusetts for all purposes
with respect to the Financing Documents and such ▇▇▇▇▇▇▇▇'s relationship with
the Lender.
This Third Amended and Restated Term Note replaces and supersedes an
earlier note in the amount of $9,575,000.00 from the Borrowers to the Lender
dated December 31, 2004.
IN WITNESS WHEREOF, the undersigned has executed this Note under its seal
as of the date first written above.
WITNESS TO ALL: ARIAD PHARMACEUTICALS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------- Title: Senior Vice President
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and Chief Financial
Officer
ARIAD CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and
Chief Financial
Officer
ARIAD GENE THERAPEUTICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
Title: Chief Executive
Officer
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