|
Exhibit 10.2
AMENDED AND RESTATED
PROMISSORY NOTE
December 29, 2006
FOR VALUE RECEIVED, GTC BIOTHERAPEUTICS, INC. , a Massachusetts
corporation located at the address stated below (" Borrower
"), promises to pay to the order of GENERAL ELECTRIC CAPITAL
CORPORATION or any subsequent holder hereof (each, a "
Lender ") at its office located at 83 Wooster Heights Road,
Danbury, CT 06810 or at such other place as Lender or the holder
hereof may designate, the principal sum of TWO MILLION AND
00/100 DOLLARS ($2,000,000.00) , with interest on the unpaid
principal balance, from the date hereof through and including the
dates of payment, at a fixed interest rate of ten and eighty-four
hundredths percent (10.84%) per annum, to be paid in lawful
money of the United States, in thirty-five (35) consecutive
monthly installments of principal and interest commencing
February 1, 2007 and continuing on the first day of each month
thereafter, in the amount of $65,326.00, together with a final
installment in the amount of any and all remaining outstanding
principal and interest (i.e. $65,326.00), and all other amounts
outstanding, on January 1, 2010. Such installments have been
calculated on the basis of a 360 day year of twelve 30-day months.
Each payment may, at the option of the Lender, be calculated and
applied on an assumption that such payment would be made on its due
date.
The acceptance by Lender of any payment which is less than
payment in full of all amounts due and owing at such time shall not
constitute a waiver of Lender’s right to receive payment in
full at such time or at any prior or subsequent time.
The Borrower hereby expressly authorizes the Lender to insert
the date value is actually given in the blank space on the face
hereof and on all related documents pertaining hereto.
This Amended and Restated Promissory Note (" Note ") is
secured by an Amended and Restated Master Security Agreement (as
may be amended, restated, supplemented or modified from time to
time, the " Master Security Agreement ") and an Amended and
Restated Mortgage, Security Agreement and Fixture Filing (as may be
amended, restated, supplemented or modified from time to time),
each from the Borrower to the Lender and dated the date hereof,
together with any other security agreements, pledge agreements,
mortgages, schedules or other collateral documents delivered by the
Borrower to the Lender from time to time to secure the obligations
hereunder (as may be amended, restated, supplemented or modified
from time to time, each a " Security Document ").
Time is of the essence hereof. If any installment or any other
sum due under this Note or any Security Document is not received
within ten (10) days after its due date, the Borrower agrees
to pay, in addition to the amount of each such installment or other
sum, a late payment charge of five percent (5%) of the amount
of said installment or other sum, but not exceeding any lawful
maximum. If (i) Borrower fails to make payment of any amount
due hereunder within ten (10) days after the same becomes due
and payable; or (ii) Borrower is in default under, or fails to
perform under any term or condition contained in any Security
Document (other than those in Section 7(a)(x) and/or
(xi) of the Master Security Agreement) (beyond any applicable
grace period), then the entire principal sum remaining unpaid,
together with all accrued interest thereon and any other sum
payable under this Note or any Security
Document, at the election of Lender, shall
immediately become due and payable, with interest thereon at the
lesser of eighteen percent (18%) per annum or the highest rate
not prohibited by applicable law from the date of such accelerated
maturity until paid (both before and after any judgment). If
Borrower is in default under, or fails to perform under any term or
condition under Section 7(a)(x) or (xi) of the Master
Security Agreement, then this Note and all Security Documents shall
immediately become due and payable, without notice.
The Borrower may prepay in full, but not in part, its entire
indebtedness hereunder plus an additional sum as a premium
on any such prepayment equal to the following percentages of the
then-outstanding principal balance for the indicated period:
-
Prior to the first anniversary date of this Note: Not
Allowed
Thereafter and prior to the second anniversary date of this
Note: Five percent (5.0%)
Thereafter and prior to the third anniversary date of this Note:
Four percent (4.0%)
and zero percent (0%) thereafter,
plus all other sums due hereunder or under any Security
Document; provided, however , that no premium shall apply to
any mandatory prepayment of indebtedness required under the Master
Security Agreement.
It is the intention of the parties hereto to comply with the
applicable usury laws; accordingly, it is agreed that,
notwithstanding any provision to the contrary in this Note or any
Security Document, in no event shall this Note or any Security
Document require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law. If any
such excess interest is contracted for,
|
