Master Loan and Security Agreement between Phoenixcor, Inc. and 3-Dimensional Pharmaceuticals, Inc.
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This agreement, dated June 18, 1998, is between Phoenixcor, Inc. (the lender) and 3-Dimensional Pharmaceuticals, Inc. (the borrower). It sets the terms for one or more loans from Phoenixcor to 3-Dimensional Pharmaceuticals, including repayment schedules and interest. The borrower grants the lender a security interest in specified equipment and other assets as collateral. The borrower must make payments as agreed, regardless of any issues with the equipment, and late payments incur additional charges. The agreement also outlines the borrower's warranties and the lender's rights in case of default.
EX-10.24 12 0012.txt MASTER LOAN AND SECURITY AGREEMENT EXHIBIT 10.24 MASTER LOAN AND SECURITY AGREEMENT NO. 7110 ------------------------------------------- PHOENIXCOR, INC. --------------- MASTER LOAN AND SECURITY AGREEMENT ---------------------------------- This Master Loan and Security Agreement is entered into as of the 18th day of June, 1998 by and between Phoenixcor, Inc., a Delaware corporation, having its principal place of business at 65 Water Street, South Norwalk, Connecticut 06854 (the "Lender") and 3-Dimensional Pharmaceuticals, Inc. a Delaware corporation having its principal place of business at Eagleview Corporate Center, 665 Stockton Drive, suite 104, Exton, PA 19341 (the "Borrower". The Lender and Borrower agree as follows: 1. THE LOANS. Subject to the terms and conditions of this Agreement, the --------- Lender will make one or more loans to the Borrower upon the terms and conditions set forth in this Agreement and each schedule which may be executed from time to time by the parties hereto and identified as a schedule to this Agreement (individually, a "Schedule" and collectively, the "Schedules") and all amendments, riders and supplements hereto and thereto. This Agreement and each Schedule which may be executed pursuant hereto shall constitute a separate and distinct Loan (each a "Loan" and collectively, the "Loans") repayable as provided in this Agreement and the applicable Schedule. 2. REPAYMENT OF LOANS. Borrower agrees to repay each Loan in the number ------------------ and the amount of successive monthly or quarterly installments (which shall be inclusive of interest, unless otherwise indicated) reflected in the applicable Schedule The advance payment with respect to a Schedule, if any, shall be due and payable upon execution of the Schedule. The first periodic installment (after excluding the advance payment, if any) with respect to a Schedule shall be due on the first (1st) day of the month following the advance of the Loan proceeds by Lender (the "Commencement Date"). The remaining periodic installment payments shall be due and payable on the same day of each successive month (or quarter, if quarterly payments are provided for in the Schedule). However, the parties may select another Commencement Date by noting the same in the Special Provisions section of the Schedule or by a separate writing signed by Lender and Borrower in which case the first periodic installment payment shall be due on such date. The Borrower authorizes the Lender to insert the Commencement Date in each Schedule, determined in accordance with the foregoing provisions. Unless otherwise specifically provided for in this Agreement or a Schedule, no Loan may be prepaid. 1 3. SECURITY INTEREST. To secure payment when due of the Loan described in ----------------- the applicable Schedule, any interim fundings against such Loan, the performance of all other obligations of the Borrower under this Agreement and the applicable Schedule and the payment and performance of any and all other Schedules, debts, obligations and liabilities of Borrower to Lender whether direct, contingent or joint and several, now existing or hereafter arising, and any renewals, extensions and modifications of such debts, obligations and liabilities, Borrower hereby conveys, assigns and grants to Lender a continuing security interest in and to (i) the equipment described in the applicable Schedule and all amendments, riders and supplements thereto including all present and future additions, attachments, replacements, accessions and accessories thereto (the "Equipment"), and all substitutions and proceeds thereof including all proceeds of insurance thereon, and (ii) all other equipment, inventory, accounts, receivables, goods and assets of any and every kind including, but not limited to, all items of intangible property, wherever located now or hereafter belonging -to Borrower or in which Borrower has any interest, and all proceeds of the foregoing including insurance proceeds all of the above, collectively, the "Collateral". BORROWER GRANTS LENDER THE AUTHORITY TO FILE THIS AGREEMENT AND EACH SCHEDULE OR A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION THEREOF AS A FINANCING STATEMENT UNDER THE UNIFORM COMMERCIAL CODE WITH RESPECT TO ALL SECURITY INTERESTS CREATED HEREBY OR THEREBY. 4. FINANCING AGREEMENT. THIS AGREEMENT IS SOLELY A FINANCING AGREEMENT. ------------------- BORROWER ACKNOWLEDGES THAT THE EQUIPMENT HAS BEEN OR WILL BE SELECTED AND ACQUIRED SOLELY BY BORROWER AND THAT LENDER HAS NOT AND DOES NOT MAKE ANY WARRANTY WITH RESPECT TO ITS CONDITION, MERCHANTABILITY, SUITABILITY, CAPACITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 5. UNCONDITIONAL OBLIGATION TO PAY, LATE PAYMENTS, ETC. All payments due --------------------------------------------------- under a Schedule or hereunder shall be paid to Lender or its assigns without notice or demand and without abatement, offset, defense or counterclaim, at Lender's principal office shown above, or such other place as Lender or its assignee may designate in writing to Borrower. Borrower's obligation to pay the installments and other payments due under a Schedule or hereunder shall be absolute and unconditional and shall not be affected by reason of (i) any defect in, lack of fitness for use of, damage to, loss of possession or use of or destruction of, all or any of the Equipment described in such Schedule; (ii) the prohibition or other restriction against Borrower's use of said 2 Equipment; or (iii) for any other cause, it being the agreement of the parties that the Loan and any other amount payable by Borrower under a Schedule or hereunder shall continue to be payable in all events in the manner and at the times provided in the Schedule and this Agreement. All Loans shall become immediately due and payable in their entirety upon the occurrence of any Event of Default (as defined below). If any periodic installment payment or other payment is more than five (5) days late, Lender may, at its election, and subject to prior exercise of its right of acceleration, accept the payment in arrears and Borrower shall pay, as liquidated damages, a late charge equal to two (2%) percent per month (computed on the basis of a thirty (30) day month) on each defaulted payment from the due date thereof. In no event shall any amount payable to Lender as interest, including any sum held by a court of competent jurisdiction to be "interest" under applicable law, exceed, with respect to any period of time, the highest rate of interest permitted by applicable law. Any amount received by Lender determined to be in excess of the highest rate of interest received by Lender shall be refunded to Borrower. 6. REPRESENTA11ONS AND WARRANTIES. Borrower warrants and represents as ------------------------------ follows as of the date hereof and as of the date of execution of each Schedule: (i) unless it is an individual or sole proprietorship, Borrower is duty organized, validly existing and in good standing under applicable law and is duly qualified to do business wherever necessary to carry on its business and operations and to own Its property; (ii) Borrower has full power and authority to execute, deliver and perform its obligations under this Agreement and the Schedules; (iii) the execution and delivery of this Agreement and the Schedules has been authorized by all requisite corporate (or partnership or company) action; (iv) the execution, delivery and performance of this Agreement and, the Schedules do not and will not constitute a breach, default or violation of or under Borrower's articles of incorporation, by laws (partnership or limited liability company agreement) or any other agreement, law, order, lease, judgment or injunction to which it is a party or may be bound; (v) the Equipment is (or, on the applicable date the Loan proceeds are advanced, will be) lawfully owned by Borrower, free and dear of all liens, encumbrances and security interests and Borrower will warrant and defend title thereto against all claims; (vi) no consent or approval of, notice to, or filing with any governmental authority is required for Borrower to sign, deliver and perform under this Agreement and each Schedule; (vii) Borrower has not granted and will not grant to any one other than Lender a security interest in the Equipment and no Financing Statement or other instrument affecting the Equipment nor rights therein, bearing the signature of, or otherwise authorized by, Borrower is on file in any public office; (viii) 3 there are no suits or proceedings pending or threatened, in court or before any commission, board or other administrative agency against or affecting Borrower which could, in the aggregate, have a material adverse effect on Borrower, its business or operations, or its ability to perform its obligations under this Agreement or the Schedules; (ix) all financial statements delivered and to be delivered to Lender in connection with the Loans are and will be true and correct in all material respects and have been and will be prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statements, there has been no material adverse change in Borrower's financial affairs or business operations and (x) Borrower has filed all tax returns required to be filed prior to the date of this Agreement taking into account any extension of time to file granted or permitted by the taxing authority and Borrower has paid or adequately provided for all taxes payable by it. 7. INDEMNIFICATION BY BORROWER. Borrower shall exonerate and indemnify --------------------------- Lender against and hold it harmless from, any and all claims, actions, suits, proceedings, losses, judgments, damages and liabilities, including reasonable attorneys' fees and other costs and expenses in connection therewith or incident thereto, for death of or injury to any person whomsoever and for any loss of or damage to or destruction of any property whatsoever and irrespective of the legal basis of such claim or action including the doctrine of strict liability in tort or any similar doctrine, caused by or arising out of or allegedly caused by or arising out of, or in any way connected with or resulting from or allegedly resulting from any of the Equipment, including, without limiting the generality of the foregoing, the manufacture, selection, delivery, possession, use, operation, storage or maintenance at any time during the term hereof. Borrower shall also exonerate and indemnify Lender against and hold it harmless from any and all claims, actions, suits proceedings, losses, damages and liabilities, including reasonable attorney's fees, which Lender may suffer by reason of any patent infringement or alleged patent infringement in connection with the ownership, use or operation of the Equipment. This covenant of indemnity shall continue in full force and effect notwithstanding termination of this Agreement and all Schedules. 8. INSURANCE. Borrower shall, at its sole cost and expense, procure and --------- maintain, so long as Borrower is indebted to Lender on any Loan or on any other liability (I) insurance insuring the Equipment against all risks of physical loss, theft, damage and destruction with extended coverage in an amount equal to the greater of (a) the amount of the Loan under the applicable Schedule or (b) the full replacement value of the Equipment with loss payable solely to Lender (and its assigns) and Borrower as their interests may appear and (ii) personal injury liability and property damage insurance with respect to the Equipment and the use thereof in such amounts as may be 4 reasonably acceptable to Lender, and naming Lender (and its assigns) as additional insured. All insurers and coverages must be reasonably satisfactory to Lender. Borrower shall deposit said policy or policies or duplicates thereof or certificates of insurance with Lender and said policies shall provide that the policies may not be cancelled or altered without at least thirty (30) days prior notice to Lender and that the coverage shall not be invalidated against Lender because of any violation of any condition or warranty contained in any policy or application therefor by Borrower or by reason of any action or inaction of Borrower. 9. USE, REPAIRS. LOSS AND DAMAGE. Borrower agrees to maintain the ----------------------------- Equipment in good condition and repair and in accordance with the manufacturer's instructions, manuals and warranties (if any) and the requirements of any applicable insurance and any governmental authority having jurisdiction. Borrower shall pay for all fuel, service, inspection, overhaul, replacements, substitutions, material and labor necessary or desirable for the proper use, repair, operation and maintenance of the Equipment. All risks of loss, theft, damage or destruction of the Equipment shall be borne by Borrower and Borrower shall promptly notify Lender in writing of any such loss, theft, damage or destruction. In the event of any damage to the Equipment (unless the same is damaged beyond repair) Borrower shall, at its expense, place the same in good repair, condition and working order. If the Equipment set forth in a schedule or Schedules is determined by Lender to be lost, stolen or damaged beyond repair, or should said Equipment be confiscated, seized or the use and title thereof requisitioned to someone other than Borrower, Borrower shall immediately pay to Lender in addition to unpaid installments, late charges and other sums past due, an amount equal to the then remaining periodic installments due under the Schedule or Schedules covering the said Equipment discounted to present value at the rate of six (6%) percent per annum, less the net amount of the recovery, if any, received by Lender from insurance on the Equipment. 10. BORROWER'S ADDITIONAL COVENANTS. Borrower hereby covenants and agrees ------------------------------- as follows: (i) the Equipment will at all times be used only for business or commercial purposes and will be retained in Borrower's possession at its principal address set forth above (and not moved therefrom without Lender's prior written consent) unless otherwise specifically provided in a Schedule and, if another location is provided in a Schedule, the Equipment will be retained at and not moved from such other location without Lender's prior written consent; (ii) Borrower will keep the Equipment free and dear of liens, rights of distraint, charges and encumbrances or claims of the owner (or lessor) of the real estate in which the same is installed and any purchaser or present or future creditor obtaining a lien on such real estate and will, upon Lender's request, obtain and deliver a waiver of any 5 of the foregoing as to the Equipment in recordable form supplied by the Lender (iii) except for the security interest granted hereby, Borrower will keep the Equipment free and clear of any security interest, lien or encumbrance and will not sell, lease, assign (by operation of law or otherwise), exchange or otherwise dispose of any of the Equipment; (iv) at the request of Lender, Borrower will affix conspicuous tags or plates on the Equipment containing a notation with Lender's name and will join Lender in execution of one or more Financing Statements pursuant to the Uniform Commercial Code to establish and maintain its security interest in the Collateral, in form satisfactory to Lender, and will pay any filing fees and/or costs with respect thereto and for lien searches; (v) Borrower authorizes Lender to file one or more Financing Statements covering the Collateral without Borrower's signature thereto for the purposes of continuation and/or termination of existing Financing Statements; (vi) Borrower will immediately notify Lender in writing of any change in its place(s) of business or the adoption or change of any trade name or fictitious business names and will execute any additional Financing Statements as Lender may request to perfect and maintain its security interest, but such notice shall not be deemed an authorization to move the Collateral without the prior written consent of Lender (vii) if any part of the Collateral is subject to a certificate of title law, Borrower will cause Lender's security interest to be noted thereon and promptly deliver such certificate of title to Lender (viii) Borrower will allow Lender and its representatives free access to the Collateral at all times during normal business hours, for purposes of inspection and, following an Event of Default, Lender shall have the right to demonstrate and show the Collateral to others; and (ix) Borrower will furnish to Lender (and will cause any guarantor of Borrower's obligations hereunder to furnish to Lender) (a) its unaudited quarterly Financial Statements within thirty (30) days after the end of its first three quarters in each fiscal year, (b)its certified annual Financial Statements within ninety (90) days after the close of its fiscal year, prepared by an independent certified public accountant in accordance with generally accepted accounting principles and (C) all other financial information and reports that Lender may from time to time reasonably request, including income tax returns of Borrower and any guarantor of Borrower's obligations hereunder. 11. CROSS COLLATERALIZAT1ON. Without in any way limiting the provisions of ----------------------- Section 3, as additional security for the Borrower's obligations under this Agreement and any Schedule, Borrower grants to Lender a further security interest in (I) all of the Equipment and Collateral set forth in every other Schedule and (ii) all machinery, equipment, goods and other collateral covered by any other lease, security agreement or loan and security agreement or other contract (collectively, the "other agreements") between the Borrower and the Lender 6 whether such other agreements are now in existence or hereafter come into existence and whether such other agreements were originally documented in the name of Lender or assigned to Lender, and Borrower assigns to the Lender as security for its obligations under this Agreement and each Schedule, all of its rights, title and interest in surplus money to which Borrower may be entitled upon the sale or liquidation of the Equipment and Collateral set forth in every other Schedule and the machinery, equipment, goods and other collateral covered by the other agreements. Anything above to the contrary notwithstanding, the benefit of the foregoing cross collateral provisions shall apply to the benefit of the Lender and any assignees holding a Schedule to this Agreement only to the extent that the Lender or such assignee is also the holder of one or more Schedules or other agreements and only to the extent that the Lender or such assignee has retained or received an assignment of the property described in such other Schedule(s) or other agreements. 12. TAXES AND OTHER CHARGES. Borrower agrees to pay promptly when due all ----------------------- registration, title, license and other fees and assessments and all sales, use, gross receipts, ad valorum, property and any and all other taxes imposed by any State, Federal, local or foreign government upon this Agreement or upon the ownership, shipment, delivery, use or operation of the Equipment or any Collateral or upon or measured by any payments due hereunder (other than taxes on or measured solely by the net income of Lender) and any fines, penalties and interest thereon. 13. BORROWER'S FAILURE TO PAY TAXES. INSURANCE, ETC. Should Borrower fail ----------------------------------------------- to make any payment or do any act as herein provided (including, but not limited to, payment of taxes or for insurance), Lender shall have the right, but not the obligation, and without releasing Borrower from any obligation hereunder, to make or do the same, and to pay any sum due in connection therewith or to contest or compromise any encumbrance, charge or lien and in exercising any such rights, incur any liability and expend whatever amounts in its absolute discretion it may deem necessary therefor. All sums so incurred or expended by Lender shall be payable by Borrower on demand with interest at the rate of two (2%) percent per month. 14. DEFAULT. The occurrence of any one of the following shall constitute ------- an Event of Default hereunder and under each Schedule: (I) Borrower fails to pay any periodic installment payment, or other amount due hereunder or under any Schedule, when the same becomes due and payable on or before the fifth (5th) day following the receipt of written notice of non-payment; (ii) Borrower removes, sells, transfers, encumbers, or parts with 7 possession of the Equipment or any items of Equipment or attempts to do any of the foregoing; (iii) Borrower fails to maintain in force the required insurance on or in connection with any Equipment in compliance herewith or fails to provide loss payable protection to Lender in form satisfactory to Lender (iv) any representation or warranty made by Borrower herein or in any other agreement between the parties or in any statement given to Borrower shall be materially untrue; (v) Borrower fails to observe or perform any of the other obligations required to be observed or permitted by Borrower hereunder or under any Schedule or other obligation or indebtedness of Borrower to Lender otherwise owing or due by Borrower to Lender in any other agreement now or hereafter executed between the parties hereto, and such failure shall continue uncured for twenty (20) days after written notice thereof to Borrower; (vi) Borrower (a) fails to pay any indebtedness for borrowed money of the Borrower or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) or (b) fails to perform or observe any term, covenant, or condition on its part to be performed or observed under any agreement or instrument relating to such indebtedness for borrowed money when required to have been performed or observed, if the effect of such failure to perform or observe is to accelerate or permit the acceleration of such indebtedness, or if any such indebtedness shall be declared to be due or payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; (vii) if Borrower leases the premises where the Equipment is located, a breach of such lease by Borrower and the commencement of an action by the landlord to evict Lessee or to repossess the premises; (viii) Borrower sells, leases or disposes of any of its assets except in the ordinary course of its business and except for the disposition of any obsolete property not useful to Borrower; (ix) Borrower ceases doing business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, custodian, receiver or liquidator of it or of all or any substantial part of its assets or properties, or if Borrower takes any action looking to its dissolution or liquidation, or an order for relief is entered under the Bankruptcy Code against Borrower; (x) if within sixty (60) days after the commencement of any proceedings against Borrower seeking reorganization, arrangement, readjustment liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings, shall not have 8 been dismissed or if within sixty (60) days after the appointment, without Borrower's acquiescence, of any trustee, custodian, receiver or liquidator of it or of all or any substantial part of Its assets and properties, such appointment shall not be vacated;(xi) Borrower sells all or substantially all of its assets or consolidates with or merges into any other entity or Borrower's stockholders, partners or members sell all or substantially all of their stock or partnership or membership interests without Lender's prior written consent, which consent shall not be unreasonably withheld if, in Lender's reasonable business judgment, the surviving or acquiring entity in the event of such merger or consolidation has a financial and credit standing equal to or greater than that of Borrower; or (xii) a guarantor of Borrower's obligations hereunder dies or is dissolved, or a petition in bankruptcy is filed by or against such guarantor of Borrower's obligations hereunder or such guarantor defaults in observing or performing any obligation owing under any guaranty or other agreement with Lender now or hereafter executed and such default continues uncured for twenty (20) days after written notice to Borrower and such guarantor. 15. REMEDIES. Upon the occurrence of an Event of Default, or at any time -------- thereafter, Lender shall have the right to recover from Borrower, as liquidated damages for loss of a bargain and not as a penalty, a sum equal to the aggregate of the following: (a) all unpaid periodic installment payments and other sums due under this Agreement and the applicable Schedule to the date of default plus late charges, if any, (b) the present value (using a six (6%) percent per annum discount rate) of all remaining installments due under this Agreement and each Schedule; and (C) interest on the aggregate of the amounts specified in (a) and (b) from the date of default at the rate of two (2%) percent per month. In addition, Lender shall have the right to recover from Borrower any expenses paid or incurred by Lender in connection with the enforcement of Its rights under this Agreement and each Schedule and the repossession, transport, insuring, holding, repair, preparing for sale and subsequent sale, lease or other disposition of the Collateral including attorney fees and legal expenses as provided below (collectively, "Repossession Expenses"). BORROWER AND LENDER WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON THIS AGREEMENT OR RELATING TO THE COLLATERAL. The Lender shall have all of the rights and remedies of a Secured Party under the Uniform Commercial Code and Lender is hereby authorized and empowered, with the aid and assistance of any person or persons, to enter any premises where the Collateral or any part thereof is, or may be, placed, and to assemble and/or remove same and/or to render it unusable and sell and dispose of such Collateral at one or more public or private sales upon at least seven (7) days written notice to Borrower for such sale. The Lender toward the payment of the 9 Repossession Expenses shall apply the proceeds of each such sale; the liquidated damages specified above and other indebtedness secured hereby. Should the proceeds of any such sale be insufficient to fully pay all the items above mentioned Borrower hereby covenants and agrees to pay any deficiency to the Lender but nothing herein contained shall be construed to require Lender to sell any Collateral before seeking damages from Borrower. If Lender employs counsel for the purpose of effecting collection of any monies due hereunder (whether or not Lender has retaken the Collateral or any part hereof) or for the purpose of recovering the Collateral, or for the purpose of protecting Lender's interest because of any default of Borrower or because Lender is named as a party to a legal proceeding commenced against Borrower, whether or not Borrower is in default, Borrower agrees to pay Lender's reasonable attorney's fees and legal costs and expenses inclusive of those incurred in connection with bankruptcy proceedings, including relief from stay motions, cash collateral motions and disputes concerning any proposed disclosure statement and/or bankruptcy plan. The Lender may require Borrower to assemble the Collateral and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties. All rights and remedies hereunder are cumulative and not exclusive and a waiver by Lender of any breach by Borrower of the terms, covenants, and conditions hereof shall not constitute a waiver of future breaches or defaults, and no failure or delay on the part of Lender in exercising any of its options, powers, rights or remedies, or partial or single exercise thereof, shall constitute a waiver thereof. If any court of competent jurisdiction determines that any provision of this Section 15 is invalid or unenforceable in any jurisdiction, in whole or in part, such determination, as to such jurisdiction, shall not prohibit Lender from enforcing its rights and establishing its damages sustained as the result of any breach of this Agreement in accordance with the laws of such jurisdiction. 16. ASSIGNMENT. Lender may grant security interests in or otherwise assign ---------- or transfer (or grant participations in) all or any part of this Agreement or any Loan or Schedules hereto or any installments or other sums due or to become due hereunder, without Borrower's consent. In the event Lender transfers any Schedule, Lender shall deliver a copy of this Agreement to the assignee along with the manually executed copy of the transferred Schedule marked "Original". In such event, (i) the copy of this Agreement together with the said Original Schedule shall constitute chattel paper under the Uniform Commercial Code, (ii) the terms of this Agreement shall be deemed incorporated in the transferred Schedule and (iii) the assignee holding the assigned Schedule (which together with the copy of this Agreement shall constitute a single agreement) shall be the Lender of the Loan set forth in such assigned Schedule secured by the Collateral described therein and may exercise its rights 10 and remedies with respect thereto separately and independently of the holder of this Agreement and any other Schedules. Unless specifically transferred by Lender to the assignee in Lender's assignment to the assignee, the assignee shall not have any interest in the portion of the Collateral described in Section 3 (ii) of this Agreement. In the event Lender transfers any Schedule, Borrower agrees that the right of the assignee to receive installment payments and other amounts payable under the assigned Schedule as well as any other right of the assignee shall not be subject to any defense, set-off or counterclaim which Borrower may have against Lender. Upon Lender's giving notice to Borrower of any such assignment, Borrower shall promptly acknowledge its obligations hereunder to the assignee, and shall comply with the written directions or demands of such assignee, shall make all installment payments and other payments due with respect to the assigned Schedule as such assignee may direct in writing and shall send all notices provided for or permitted under this Agreement with respect to such Schedule to such assignee. Following any such assignment the term "Lender" shall, as to the assigned Schedule, be deemed to refer to Lender's assignee, but no such assignee shall be deemed to assume any obligation or duty imposed upon Lender hereunder and Borrower shall look only to Lender for performance thereof. As used in this Section 16, "assign" shall be deemed to include a pledge, sale of, or grant of a mortgage on, or a Security interest in, any of the Collateral or a Schedule by Lender and the term "assignee" shall be deemed to refer to the recipient of such pledge, hypothecation, sale, mortgage, or security Interest. This Agreement and Borrower's interest herein and in any Schedule shall not be transferable or assignable by Borrower without the Lender's express prior written consent and any such purported assignment by Borrower other than in compliance with the provisions of this Section 16 shall be null and void ab initio. 17. SECURITY DEPOSIT. Lender may, at its option, apply the Security ---------------- Deposit, if any is indicated in a Schedule, to cure any default of Borrower, whereupon Borrower shall promptly restore such Security Deposit to its original amount. Lender may also apply the Security Deposit to any sums owing by Borrower under Section 15 hereof including the liquidated damages. Lender shall return to Borrower any unapplied Security Deposit without interest upon full payment and performance of Borrower's obligations hereunder and under all Schedules hereto. 18. GENERAL PROVISIONS. THE OBLIGATION OF THE LENDER TO MAKE ONE OR MORE ------------------ LOANS HEREUNDER IS SUBJECT TO LENDER'S CREDIT APPROVAL COLLATERAL APPRAISALS AND SUCH OTHER CRITERIA AS LENDER MAY IN ITS SOLE AND ABSOLUTE DISCRETION DETERMINE. No person except a duly authorized officer of Lender shall have any power to 11 modify, amend or waive any of the provisions hereof. All the Borrower's covenants herein shall survive the termination of this Agreement. Notices hereunder shall be in writing and shall be deemed given when personally delivered, delivered by overnight carrier or sent by facsimile to a party's facsimile number, or three days after having been mailed to the other party at the address specified for each herein or to such other address as either party may, from time to time, provide, in writing to the other party. Forbearance or indulgence by Lender in any regards shall not constitute a waiver of the covenant or condition to be performed by Borrower to which the same may apply. The section headings are for convenience and are not a part of this Agreement The Lender is authorized and empowered to date this Agreement and the Schedules and to fill in blank spaces in accordance with the terms of the transaction, including, but not limited to, dates, serial numbers, Equipment descriptions and the assignment of an account number. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and permitted assigns of the parties, and shall be subject to modification only by agreement in writing between the parties. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. THIS AGREEMENT AND THE RIGHTS AND OBUGATIONS OF THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT. This agreement may not be terminated, modified or amended, nor shall any waiver of any provisions herein be deemed to have occurred regardless of the action or non-action of the Lender in connection therewith except upon written agreement of the parties. THIS AGREEMENT, THE SCHEDULES HERETO AND ANY OTHER WRITTEN AGREEMENTS EXECUTED SIMULTANEOUSLY HEREWITH OR SIMULTANEOUSLY WITH THE EXECUTION OF A SCHEDULE SUPERSEDE ANY PRIOR PORPOSAL LETTERS, COMMITMENT LETTERS OR NEGOTIATIONS AND THERE ARE NO ORAL COVENANTS OR AGREEMENTS. This Agreement and any Schedule shall not be binding upon the Lender until accepted and executed on behalf of Lender at its South Norwalk, Connecticut office. "LENDER" "BORROWER" PHOENIXCOR, INC. 3-DIMENSIONAL PHARMACEUTICALS, INC. /s/ Thomas J. Williams /s/ Scott Horvitz - --------------------------- ------------------------ BY: Thomas J. Williams BY: Scott Horvitz ------------------------ --------------------- TITLE: Executive Vice President TITLE: Vice President, Finance ------------------------- ------------------------ 12 EXHIBIT A EQUIPMENT SCHEDULE 3-DIMENSIONAL PHARM SCHEDULE TO MASTER LOAN AND SECURITY AGREEMENT ---------------------------------------------- MASTER LOAN AND SECURITY AGREEMENT NO.7110 DATED: June 18, 1998 ---- ------------- SCHEDULE NO.01 DATED: June 18, 1998 -- -------------
Equipment Location (if other than above address of Borrower): n/a --- Lender and Borrower have entered into a Master Loan and Security Agreement No. 7110 dated June 18, 1998 (the "Master Loan Agreement") which is incorporated herein and this is a Schedule to the Master Loan Agreement. All words and terms used herein and not specifically defined herein shall have the same meanings as set forth in the Master Loan Agreement. 1. THE LOAN AND LOAN REPAYMENT. As requested by Borrower and pursuant to the Master Loan Agreement, Lender agrees to lend to Borrower the sum of one --- million six hundred forty-eight thousand two hundred six dollars and three - -------------------------------------------------------------------------- cents. Borrower agrees to repay the Loan in successive installments (which - ----- installment payments are inclusive of interest) as set forth in the following Schedule:
2. SECURITY. As security for Borrower's obligations under this Schedule and the obligations contained in the Master Loan Agreement, the Borrower gives and grants to the Lender a security interest in the Equipment described in the attached Exhibit A. 3. LOAN DISBURSEMENT. Borrower hereby authorizes Lender to disburse the Loan proceeds advanced pursuant to this Schedule as follows: $1,648,206.03 To: 3-Dimensional Pharmaceuticals, Inc. ------------- ----------------------------------- $1,648,206.03 TOTAL PROCEEDS ------------- By execution hereof, the signer certifies that he/she is a duly authorized officer, partner or proprietor of Borrower and that he/she had read, accepted and duly executed this Schedule to the Master Loan Agreement on behalf of Borrower. 3-Dimensional Pharmaceuticals, Inc., (Borrower) ------------------------------------ BY:_________________________________ ____________________________________ Print Name and Title ACCEPTED AT LENDER'S OFFICE AT SOUTH NORWALK, CONNECTICUT PHOENIXCOR, INC. (Lender) BY: _____________________ 13 EXHIBIT A EQUIPMENT SCHEDULE 3-DIMENSIONAL PHARM _________________________ Print Name and Title 14 EXHIBIT A The following description of property supplements, and is part, Schedule No. 01 dated June 18, 1998 to Master Loan and Security Agreement No. 7110 dated June 18, 1998 between the undersigned Borrower and Phoenixcor, Inc. and may be attached to said Loan Schedule and any related UCC Financing Statements, Acceptance or Delivery Certificate or other document describing the property: See Attached Exhibit A Schedule All property listed above complete with any and all attachments, accessions, additions, replacements, improvements, modifications and substitutions thereto and therefor and all proceeds including insurance proceeds thereof and therefrom. PHOENIXCOR, INC. 3-Dimensional Pharmaceuticals, Inc. - ---------------- ----------------------------------- (Lender) (Borrower) BY: /s/ Thomas J. Williams BY: /s/ Scott Horvitz ------------------------ ---------------------- TITLE: Executive Vice President TITLE: Vice President, Finance ------------------------- ------------------------ 15
16 EXHIBIT A EQUIPMENT SCHEDULE 3-DIMENSIONAL PHARM
17 EXHIBIT A EQUIPMENT SCHEDULE 3-DIMENSIONAL PHARM
18 EXHIBIT A EQUIPMENT SCHEDULE 3-DIMENSIONAL PHARM
19 EXHIBIT A EQUIPMENT SCHEDULE 3-DIMENSIONAL PHARM
20 EXHIBIT A EQUIPMENT SCHEDULE 3-DIMENSIONAL PHARM
21 EXHIBIT A EQUIPMENT SCHEDULE 3-DIMENSIONAL PHARM
22 EXHIBIT A EQUIPMENT SCHEDULE 3-DIMENSIONAL PHARM
23 PAYMENT ADJUSTMENT RIDER Rider to Schedule No. 01 dated June 18, 1998 to Master Loan and Security -- ------------- Agreement No. 7110 dated June 18, 1998 (THE "CONTRACT") Between 3-Dimensional ---- ------------- ------------- Pharmaceuticals, Inc. as Borrower (THE "OBLIGOR") AND PHOENIXCOR, INC. as Lender - --------------------- ("P.C.") 19. Purpose. This Rider sets forth the terms of adjustment to the payments ------- set forth in the Contract. 20. Definitions. The following terms shall have the following meanings ----------- herein: (a) "Adjustment Date" shall mean the date P.C. disburses any portion of the proceeds of the Contract. (b) "Final T-Note Average" shall mean the average of the yields on U.S. Treasury Notes maturing in 4 years, as published by the Dow Jones Telerate Access Service, Page 19901, for the close of business on each business day of the two full calendar weeks immediately preceding the week containing the Adjustment Date. (c) "Preliminary Payments" shall mean the payments set forth in the Contract, consisting of ($40,671.13 due upon execution followed by) 46 consecutive (monthly or quarterly) payments in the amount of $40,671.13 commencing 30 days after the adjustment Date, followed by one monthly payment of $164,820.60. (d) "Preliminary T-Note Average" shall mean 5.41%. ----- 21. Adjustment of Payments. The Preliminary Payments were calculated based ---------------------- on a spread over the Preliminary T-Note Average. If the Adjustment Date occurs after June 17, 1998 and the Final T-Note Average exceeds the Preliminary T-Note Average, then the Preliminary Payments shall be revised. For each increase or decrease of one (1) basis point (i.e., 1/100 of 1%) in the Final T-Note Average above the Preliminary T-Note Average, the Preliminary Payments shall be revised as follows (complete below as applicable): . The $40,671.13 payment due upon execution shall remain unchanged. ---------- . Each of the 46 payments in the amount of $40,671.13 shall increase or -- ---------- decrease by $8.24. Immediately after the determination of the revised payments due under the Contract, Obligor shall, at the request of P.C., execute an acknowledgement reflecting the revised payment schedule and, if requested by P.C., a Replacement Contract containing the agreed to payments, but the failure of P.C. to make such a request or the failure of Obligor to execute the acknowledgement or Replacement Contract shall in no way diminish Obligor's obligations hereunder. 22. P.C.'s Requirements. The commencement of the Contract is subject to satisfaction of all documentation and credit requirements of P.C. If such requirements are not satisfied by the Adjustment Date, then at P.C.'s option, the Adjustment Date shall be the date when such requirements are satisfied. The calculation of the Contract payments under this Rider will supersede any prior proposal or quotation. IN WITNESS WHEREOF, the parties have executed this Rider simultaneously with the Contract. PHOENIXCOR, INC. 3-Dimensional Pharmaceuticals, Inc. By: /s/ Thomas J. Williams By: /s/ Scott Horvitz ____________________________ _______________________________ TITLE: Executive Vice President TITLE: Vice President, Finance __________________________ _____________________________ 24 SCHEDULE TO MASTER LOAN AND SECURITY AGREEMENT MASTER LOAN AND SECURITY AGREEMENT NO.7110 DATED: June 18, 1998 ---- ------------- SCHEDULE NO.02 DATED: September 25, 1998 -- ------------------ - -------------------------------------------------------------------------------- LENDER: PHOENIXCOR, INC. BORROWER: 3-Dimensional Pharmaceuticals, Inc. 65 WATER STREET Eagleview Corporate Center, SOUTH NORWALK, CT 06854 665 Stockton Drive, Suite 104 Exton, PA 19341 Equipment Location (if other than above address of Borrower): n/a --- Lender and Borrower have entered into a Master Loan and Security Agreement No. 7110 dated June 18, 1998 (the "Master Loan Agreement") which is incorporated ---- ------------- herein and this is a Schedule to the Master Loan Agreement. All words and terms used herein and not specifically defined herein shall have the same meanings as set forth in the Master Loan Agreement. 1. THE LOAN AND LOAN REPAYMENT. As requested by Borrower and pursuant to the Master Loan Agreement, Lender agrees to lend to Borrower the sum of one --- million two hundred twenty-three thousand eight hundred eighty-three dollars and - -------------------------------------------------------------------------------- ninety-six cents. Borrower agrees to repay the Loan in successive installments - ---------------- (which installment payments are inclusive of interest) as set forth in the following Schedule: SCHEDULE - -------------------------------------------------------------------------------- Advance Payment Amount: $30,200.56 Number of Installments (Exclusive of Advance Payment): 46 Payment Period: X Monthly ___Quarterly --- Periodic Installment Payment Amount Per Period: $30,200.56; Followed by One Monthly Installment Payment of $122,388.40 - -------------------------------------------------------------------------------- Commencement Date: September 29, 1998 Security Deposit (if Special Provisions: (if any): none any): none 2. SECURITY. As security for Borrower's obligations under this Schedule and the obligations contained in the Master Loan Agreement, the Borrower gives and grants to the Lender a security interest in the Equipment described in the attached Exhibit A. 3. LOAN DISBURSEMENT. Borrower hereby authorizes Lender to disburse the Loan proceeds advanced pursuant to this Schedule as follows: $1,223,883.96 To: 3-Dimensional Pharmaceuticals, Inc. ------------- ----------------------------------- $1,223,883.96 TOTAL PROCEEDS ------------- By execution hereof, the signer certifies that he/she is a duly authorized officer, partner or proprietor of Borrower and that he/she had read, accepted and duly executed this Schedule to the Master Loan Agreement on behalf of Borrower. 3-Dimensional Pharmaceuticals, Inc., (Borrower) ------------------------------------- BY: ___________________________________________ _______________________________________________ Print Name and Title ACCEPTED AT LENDER'S OFFICE AT SOUTH NORWALK, CONNECTICUT PHOENIXCOR, INC. (Lender) BY: _______________________ Print Name and Title 25 EXHIBIT A The following description of property supplements, and is part, Schedule No. 02 dated September 25, 1996 to Master Loan and Security Agreement No. 7110 dated June 18, 1998 between the undersigned Borrower and Phoenixcor, Inc. and may be attached to said Loan Schedule and any related UCC Financing Statements, Acceptance or Delivery Certificate or other document describing the property: See Attached Exhibit A Equipment Schedule All property listed above complete with any and all attachments, accessions, additions, replacements, improvements, modifications and substitutions thereto and therefor and all proceeds including insurance proceeds thereof and therefrom. PHOENIXCOR, INC. 3-Dimensional Pharmaceuticals, Inc. - ---------------- ----------------------------------- (Lender) (Borrower) BY: /s/ Thomas J. Williams By: /s/ Scott Horvitz ______________________ _________________________________ TITLE: Executive Vice President TITLE: Vice President, Finance ________________________ ______________________________ 26
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28
29 PAYMENT ADJUSTMENT RIDER ------------------------ Rider to Schedule No. 02 dated September 25, 1998 to Master Loan and Security Agreement No. 7110 dated June 18, 1998 (the "CONTRACT") Between 3- Dimensional Pharmaceuticals, Inc. as Borrower (the "OBLIGOR") AND PHOENIXCOR, INC. as Lender ("P.C."). 23. Purpose. This Rider sets forth the terms of adjustment to the payments ------- set forth in the Contract. 24. Definitions. The following terms shall have the following meanings ----------- herein: (a) "Adjustment Date" shall mean the date P.C. disburses any portion of the proceeds of the Contract. (b) "Final T-Note Average" shall mean the average of the yields on the U.S. Treasury Notes maturing in 4 years, as published by the Dow Jones Telerate Access Service, Page 19901, for the close of business on each business day of the two full calendar weeks immediately preceding the week containing the Adjustment Date. (c) "Preliminary Payments" shall mean the payments set forth in the Contract, consisting or ($30,200.56 due upon execution followed by) 46 consecutive (monthly or quarterly) payments in the amount of $30,200.56 commencing 30 days after the Adjustment Date, following by one monthly payment of $122,388.40. (d) "Preliminary T-Note Average" shall mean 5.41%. 25. Adjustment of Payments. The Preliminary Payments were calculated based ---------------------- on a spread over the Preliminary T-Note Average. If the Adjustment Date occurs after June 17, 1998 and the Final T-Note Average exceeds the Preliminary T-Note Average, then the Preliminary Payments shall be revised. For each increase or decrease of one (1) basis point (i.e., 1/100 of 1%) in the Final T-Note Average above the Preliminary T-Note Average, the Preliminary Payments shall be revised as follows (complete below as applicable): . The $30,200.56 payment due upon execution shall remain unchanged. . Each of the 46 payments in the amount of $30,200.56 shall increase or decrease by $6.12. Immediately after the determination of the revised payments due under the Contract, Obligor shall, at the request of P.C. execute an acknowledgement reflecting the revised payment schedule and, if requested by P.C. a Replacement Contract containing the agreed to payments, but the failure of P.C. to make such a request or the failure of Obligor to execute the acknowledgement or Replacement Contract shall in no way diminish Obligor's obligations hereunder. 26. P.C.'s Requirements. The Commencement of the contract is subject to satisfaction of all documentation and credit requirements of P.C. If such requirements are not satisfied by the Adjustment Date, then at P.C.'s option, the Adjustment Date shall be the date when such requirements are satisfied. The calculation of the Contract Payments under this Rider will supersede any prior proposal or quotation. IN WITNESS WHEREOF, the parties have executed this Rider simultaneously with the Contract. PHOENIXCOR, INC. 3-Dimensional Pharmaceuticals, Inc. By: _______________________________ By: _________________________________ Title: ____________________________ Title: ______________________________ 30 PAYMENT ADJUSTMENT RIDER ------------------------ Rider to Schedule No. 02 dated September 25, 1998 to Master Loan and Security Agreement No. 7110 dated June 18, 1998 (the "CONTRACT") Between 3-Dimensional Pharmaceuticals, Inc. as Borrower (the "OBLIGOR") AND PHOENIXCOR, INC. as Lender ("P.C."). 27. Purpose. This Rider sets forth the terms of adjustment to the payments ------- set forth in the Contract. 28. Definitions. The following terms shall have the following meanings ----------- herein: (a) "Adjustment Date" shall mean the date P.C. disburses any portion of the proceeds of the Contract. (b) "Final T-Note Average" shall mean the average of the yields on the U.S. Treasury Notes maturing in 4 years, as published by the Dow Jones Telerate Access Service, Page 19901, for the close of business on each business day of the two full calendar weeks immediately preceding the week containing the Adjustment Date. (c) "Preliminary Payments" shall mean the payments set forth in the Contract, consisting or ($30,200.56 due upon execution followed by) 46 consecutive (monthly or quarterly) payments in the amount of $30,200.56 commencing 30 days after the Adjustment Date, following by one monthly payment of $122,388.40. (d) "Preliminary T-Note Average" shall mean 5.41%. 29. Adjustment of Payments. The Preliminary Payments were calculated based ---------------------- on a spread over the Preliminary T-Note Average. If the Adjustment Date occurs after June 17, 1998 and the Final T-Note Average exceeds the Preliminary T-Note Average, then the Preliminary Payments shall be revised. For each increase or decrease of one (1) basis point (i.e., 1/100 of 1%) in the Final T-Note Average above the Preliminary T-Note Average, the Preliminary Payments shall be revised as follows (complete below as applicable): . The $30,200.56 payment due upon execution shall remain unchanged. . Each of the 46 payments in the amount of $30,200.56 shall increase or decrease by $6.12. Immediately after the determination of the revised payments due under the Contract, Obligor shall, at the request of P.C. execute an acknowledgement reflecting the revised payment schedule and, if requested by P.C. a Replacement Contract containing the agreed to payments, but the failure of P.C. to make such a request or the failure of Obligor to execute the acknowledgement or Replacement Contract shall in no way diminish Obligor's obligations hereunder. 30. P.C.'s Requirements. The Commencement of the contract is subject to satisfaction of all documentation and credit requirements of P.C. If such requirements are not satisfied by the Adjustment Date, then at P.C.'s option, the Adjustment Date shall be the date when such requirements are satisfied. The calculation of the Contract Payments under this Rider will supersede any prior proposal or quotation. IN WITNESS WHEREOF, the parties have executed this Rider simultaneously with the Contract. PHOENIXCOR, INC. 3-Dimensional Pharmaceuticals, Inc. By: _______________________________ By: _________________________________ Title: ____________________________ Title: ______________________________ 31 PHOENIXCOR, INC. 65 WATER STREET SOUTH NORWALK, CT 07854 ###-###-#### (PHONE) 203 ###-###-#### (FAX) 3-Dimensional Pharmaceuticals, Inc. Eagleview Corporate Center, 665 Stockton Drive, suite 104 Exton, PA 19341 Re: Equipment Schedule #02 dated September 25, 1998 Ladies and Gentlemen: Phoenixcor, Inc. requires insurance coverage with companies and in form satisfactory to it as one of the conditions to enter into the above described lease or loan with your Company covering the Equipment listed on the attached schedule or exhibit. This insurance must be carried throughout the term of the lease/loan. Please sign and return this letter. Please forward a copy of this letter to your insurance company to process a certificate with the following requirements: PROPERTY COVERAGE: - ----------------- . Covering all risks of physical loss, damage, destruction or theft of the Equipment, with extended coverage. . Loss payable to PHOENIXCOR, INC. AND ITS ASSIGNS. . In an amount equal to not less than the Equipment's full replacement value of $1,223,883.96. LIABILITY COVERAGE: - ------------------ . $5,000,000.00 combined single limit for each occurrence general liability coverage. . Naming PHOENIXCOR, INC. AND ITS ASSIGNS as Additional Insured PROPERTY AND LIABLITY COVERAGE: - ------------------------------ . The Equipment should be described specifically or by reference to an attached schedule or exhibit or by reference to the above lease or loan and account number. . Carrier should be rated A-, VIII (or better) by A.M. Best Company. . Notices to Phoenixcor, Inc. are to be sent to 65 water Street, South Norwalk, Connecticut 06854. Attached is a sample insurance certificate. Additional provisions may be required for vehicles or other specialized collateral or if otherwise applicable to the transaction. ADDIITONAL POLICY PROVISIONS: - ---------------------------- . The polices must provide that they will not be canceled or altered without thirty (30) days prior written notice to PHOENIXCOR, INC. . The policies insuring against loss, damage, destruction or theft must provide that the coverage will not be invalidated against PHOENIX, INC. AND ITS ASSIGNS because of any violation of any condition or warranty contained in any policy or application therefor by the insured or others. Please feel free to contact or have your insurance agent contact Joan Kossoff at your earliest convenience. Please be aware that failure to have an insurance certificate in effect that meets the above requirements will delay the commencement and/or funding of the above lease or loan. Very truly yours, AGREED TO AND ACCEPTED BY; PHOENIXCOR, INC. 3 Dimensional Pharmaceuticals, Inc. BY: _______________________________ TITLE: ____________________________ 32 CHART 33 LANDLORD'S WAIVER ----------------- THIS LANDLORD'S WAIVER is made June 30, 1998, by EAGLEVIEW TECHNOLOGY PARTNERS, having an address c/o The Hankin Group at 717 Constitution Drive, Eagleview Corporate Center, Exton, PA 19341 ("Landlord"), in favor PHOENIXCOR, INC., having an address at 65 Water Street, South Norwalk, CT 06854 ("Secured Party"), against the following background. BACKGROUND ---------- A. By Office Lease Agreement dated December 12, 1997 (as amended, "Lease"), Landlord leased to 3-DIMENSIONAL PHARMACEUTICALS, INC. ("Tenant") certain premises containing approximately 30,411 square feet ("Premise") within a building know as Eagleview Corporate Center, 665 Stockton Drive, Exton, PA 19341. B. Secured Party has or may extend credit to Tenant, and as security therefor, Tenant has or is about to grant to Secured Party a security interest (the "Priority Security Interest") in the following collateral, some or all of which may now or hereafter be located at the Premises: the equipment and other items of personal property as described in the Schedules attached to that certain Master Loan and Security Agreement between Security Party and Tenant, including all present and future additions, attachments, replacements, accessoions and accessories thereto (all of the foregoing, together with all products and proceeds thereof and all improvements and replacements thereof and additions thereto, but specifically excluding the "Trade Fixtures" as defined under Section 7(f)(ii) of the Lease, are herein collectively called the "Collateral"). NOW, THEREFORE, for value received and intending to be legally bound hereby, Landlord and Secured Party agree as follows: 1. Landlord hereby waives, relinquishes and releases to the Secured Party any and all liens, security interests, claims, demands and rights, including without limitation the right to levy or distraint for unpaid rent, which Landlord now has or hereafter may have with respect to the Collateral, except the right to levy upon such Collateral in execution of any judgment obtained by Landlord against Tenant, the lien of which levy shall be subordinate to the Priority Security Interest. 2. Landlord agrees that the Collateral shall at all times be considered personal property and shall not become fixtures, real estate or part of the Premises. 3. Landlord agrees that Secured Party may, after notice to Landlord and at a time approved by Landlord (which approval shall not be unreasonably withheld or delayed), enter upon the Premises and remove the Collateral. Security Party shall reimburse Landlord for the reasonable cost of repairing any damage done to the Premises as a result of Secured Party's removal of the Collateral. 4. Secured Party shall indemnify, defend and hold harmless Landlord from (a) all direct costs incurred by Landlord arising solely from the removal of the Collateral and the exercise of Secured Party's rights under this Agreement and the Master Loan and Security Agreement, and (b) any and all claims, actions, damages, liabilities and expenses in connection with bodily injury or property damage occasioned by Secured Party's entry on the Premises and/or removal of the Collateral. Tenant hereby releases Landlord from any and all claims, suits and damages that Tenant may now or hereafter have arising out of or relating to the Secured Party's removal of the Collateral and exercise of its rights and remedies under this Waiver and the Master Loan and Security Agreement. 5. In the event the Premises are vacated by Tenant, Landlord shall incur no liability by reason of Landlord's action or inaction with respect to the Collateral, and, within forty-five (45) days following notice from Landlord, Secured Party shall remove all Collateral from the Premises and shall release its security interest of record, if applicable. If within such forty-five (45) day period Secured Party fails to (a) remove the Collateral or notify Landlord in writing that Secured Party has abandoned such property and (b) release its security interest of record, if applicable, then thereafter Secured Party shall be deemed to be a tenant of the Premises under all of the terms and conditions of the Lease until such time as the Collateral is removed and Secured Party shall pay to Landlord, in advance, rent and operating expenses (as described in the Lease) at the rates then applicable under the 34 Lease for each day that the Collateral remains in the Premises and (ii) Landlord may remove the Collateral and Secured Party shall reimburse Landlord, immediately following Landlord's demand, for the costs of such removal and reasonable storage costs for the Collateral. Notwithstanding the foregoing, in addition to the remedies set forth above, in the event that following vacation of the Premises by Tenant, Secured Party shall fail to remove the Collateral from the Premises and release its security interest of record or notify Landlord in writing that Secured Party has abandoned the same and released its security of interest of record, then Secured Party shall reimburse Landlord for reasonable storage costs for the Collateral beginning as of the date of Landlord's notice to Secured Party that the Premises have been vacated by Tenant. 6. In the event of Secured Party's refusal in accordance with the foregoing to pay Landlord or to release its security interest of record, if applicable, all legal expenses incurred by Landlord in enforcing its rights hereunder shall be paid for by Secured Party. 7. This Landlord's Waiver shall be void and of no legal effect unless, within thirty (30) days after the date it has been signed by Landlord, (a) Tenant acknowledges its agreement with the foregoing by signing this Landlord's Waiver, (b) Secured Party signs this Landlord's Waiver, and (c) a fully signed and dated original hereof is delivered to Landlord at the address stated in the heading of this instrument. All notices to Secured Party shall be given at the address for Secured Party stated in the heading of this instrument. All notices shall be effective on the two business days after the date sent by certified mail, return receipt requested, postage prepaid, or the next business day after being send by Federal Express or similar nationally recognized overnight courier. IN WITNESS WHEREOF, the Landlord has duly executed and delivered this Landlord's Waiver as of the day and date first above written. LANDLORD: WITNESS: EAGLEVIEW TECHNOLOGIES PARTNERS BY: ______________________________ BY: ____________________________ Name: Name: Title: Title: SECURED PARTY: WITNESS: PHOENIXCOR, INC. BY: ______________________________ BY: ____________________________ Name: Name: Title: Title: Agreed to by: 3-DIMENSIONAL PHARMACEUTICALS, INC. By: ______________________________ Name: Title: 35 DEED ---- THIS INDENTURE made the 28/th/ day of March in the year of our Lord one thousand nine hundred ninety-five (1995), between THE HANKIN GROUP, a Pennsylvania partnership, hereinafter called the Grantor, of the one part, AND CHESTER COUNT DEVELOPMENT COUNCIL, a Pennsylvania nonprofit corporation, hereinafter called the Grantee, of the other party, WITNESSETH, that the said Grantor, for and in consideration of the sum of One Dollar, lawful money of the United States of America, and other good and valuable consideration unto it well and truly paid by the said Grantee, at or before the sealing and delivery, hereof, the receipt where of is hereby acknowledged, has granted, bargained and sold, aliened, enfeoffed, released and confirmed, and by these presents does grant, bargain and sell, alien, enfeoff, release and confirm unto the said Grantee, its Successors and Assigns, ALL THAT CERTAIN PARCEL OF LAND with buildings and improvements thereon erected situate in Uwchlan Township, Chester County, Pennsylvania know as Lot #28, Eagleview Corporate Center, more fully bounded and described in Exhibit "A" attached hereto. TOGETHER with all and singular, the structures, improvements, ways, streets, alleys, passages, waters, watercourses, mineral rights and timber rights, if any, liberties, privileges, hereditaments and appurtenances, whatsoever thereunto belonging, or in any wise appertaining, and the reversions and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, property, claim and demand whatsoever of it the said Grantor in law as in equity, or otherwise howsoever, of, in and to the same and every part thereof. TO HAVE AND TO HOLD, the said parcel of land above described, with the improvements and structures thereon erected and the hereditaments and premises hereby granted, or mentioned and intended so to be, with the appurtenances, unto the said Grantee, its Successors and Assigns, to and for the only proper use and behoof of the said Grantee, its Successors and Assigns forever, in fee. UNDER AND SUBJECT to the matters of record. AND the said Grantor, for itself and its Successors, does by these presents, covenant, grant and agree, to and with the said Grantee, its Successors and Assigns, that it, the said Grantor and its Successors, all and singular the hereditaments and premises hereinabove described and granted, or mentioned and intended so to be, with appurtenances, unto the said Grantee, its Successors and Assigns, against it, the said Grantor and its Successors and Assigns, and against all and every person or persons whomsoever lawfully claiming or to claim the same or any part thereof, by, from or under Grantor, or any of them, shall and will, subject as aforesaid, WARRANT and forever DEFEND. IN WITNESS WHEREOF, the said Grantor has caused these presents to be executed and its common or corporate seal to be hereto affixed, duly attested, dated the day and year first above written. WITNESS: GRANTOR: THE HANKIN GROUP, a Partners ____________________________________ By: _______________________________ Robert S. Hankin, Partner I hereby certify that the address of the above Grantee is: 36 Chester County Development Council 750 Pottstown Pike Exton, PA 19341 ________________________ On behalf of the Grantee - -------------------------------------------- COMMONWEALTH OF PENNSYLVANIA : - -------------------------------------------- : ss - -------------------------------------------- COUNTY OF CHESTER : - -------------------------------------------- On this, the ____ day of ________, before me, a Notary Public, the Undersigned officer personally appeared, Robert S. Hankin, known to me (or satisfactorily proven) to be the general partner of The Hankin Group, a Pennsylvania partnership, and acknowledged that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the partnership as such partner. IN WITNESS WHEREOF, I hereunto set my hand and seal. _____________________ Notary Public My Commission Expires: 37 EXHIBIT "A" ----------- ALL THAT CERTAIN lot or piece of ground with buildings and improvements thereon arected situate in the Township of Uwchlan, County of Chester, Commonwealth of Pennsylvania bounded and described according to a Plan or Subdivision of Eagleview Corporate Center made by Chester Valley Engineers, Inc., of Paoli, PA dated 2/18/1987 and last revised 3/28/1994, as follows, to wit: Beginning at a point on the Northeast side of Stockton Drive, 60 feet wide, said point being measured the two following courses and distances from a point of curve on the Northwest side of an unnamed Boulevard, 60 feet wide, (1) on the arc of a circle curving to the right having a radius of 30.00 feet the arc distance of 47.30 feet to a point of tangent on the Northeast side of said Stockton Drive (2) North 50 degrees 20 minutes 46 seconds West 2358.83 feet to the point of beginning; thence from said beginning point and along said Stockton Drive the two following courses and distances (1) North 50 degrees 20 minutes 46 seconds West 315.28 to a point of curve (2) on the arc of a circule curving to the right having a radius of 320.00 feet the arc distance of 45.90 feet to a point a corner of remaining lands of Hankin; thence along the same North 39 degrees 19 minutes 02 seconds East 527.95 feet, crossing the bed of a 30 feet wide sanitary sewere easement, to a point in line of Lot #31 of said Plan; thence along the same and along the Northeast side of said easement, South 51 degrees 41 minutes 33 seconds East 161.06 feet to a point; thence continuing along said Lot #31, North 38 degrees 18 minutes 27 seconds East 38.72 feet to a point a corner of Lot #30 of said Plan; thence along the same South 16 degrees 41 minutes 33 seconds East 234.52 feet to a point; thence continuing along said Lot #30, South 50 degrees 40 minutes 38 seconds East 6.19 feet to a point a corner of Lot #28 of said Plan; thence along the same, recrossing said sanitary sewer easement, South 39 degrees 19 minutes 02 seconds West 443.80 feet to the first mentioned point and place of beginning. CONTAINING: 4.295 acres be, the same more or less. BEING Lot #28 of the above mentioned Plan. BEING part of the same premises which Bannercroft Clothing Company, Inc. (a PA Corporation) by Indenture bearing date the 16/th/ day of December, A.D. 1985 and duly recorded at West Chester in the Office for the Recording of Deeds, in and for the County of Chester on the 19/th/ day of December A.D. 198o5 in Record Book 166 page 85, granted and conveyed unto The Hankin Grooup, a Partnership, in fee. 38 PHOENIXCOR, INC. 65 WATER ST. S. NORWALK, CT 06854 June 18, 199 - ------------ 3-Dimensional Plharmaceuticals, Inc. Eagleview Corporate Center, 685 Stockton Drive, suite 104 Exton, PA 19341 Gentlemen: Reference is made to a certain Master Loan and Security Agreement No. 7110 dated June 18, 1998 and all related Schedules between Phoenixcor, Inc as ------------- Lender (the "Lender") and 3-Dimensional Pharmaceuticals, Inc. (as Borrower (the "Borrower"). Provided that the Borrower is not then in default and never has been in default under the Contract, and has timely paid at least the first twenty-four (24) monthly payments due under the Contract (exclusively of any advance payment due upon execution) Borrower shall have the right, upon at least thirty (30) days prior written notice to the Lender, to prepay the Contract on the periodic installment due date designated in such notice by paying to the Lender the sum of (1) the then outstanding principal balance of the Contract (calculated on a simple interest basis) plus (ii) a premium of 3% during Year 3 and a premium of 1/5% during Year 4. The premium applicable with the calculated on the then outstanding principal balance. Year 3 will mean the period consisting of the 25th through the 38th installments under the Contract (exclusive of any advance payment due upon execution) and subsequent years will refer to the subsequent twelve monthly payment periods. Very truly yours, PHOENIXCOR, INC. AGREED TO: 3-Dimensional Pharmaceuticals, Inc. BY: __________________ TITLE: _______________ 39 - -------------------------------------------------------------------------------- Phoenixcor Schedule 2 1/15/99 Page 1 - -------------------------------------------------------------------------------- Compound Period.............: Monthly Nominal Annual Rate.........: 10.942% Effective Annual Rate........ 11.508% Periodic Rate................ 0.9119% Daily Rate................... 0.02998% CASH FLOW DATA - -------------------------------------------------------------------------------- Event Start Date Amount Number Period End Date - -------------------------------------------------------------------------------- 1 Loan 10/01/1998 1,223,883.96 1 - -------------------------------------------------------------------------------- 2 Payment 10/01/1998 30,200.56 1 - -------------------------------------------------------------------------------- 3 Payment 11/01/1998 29,753.80 46 Monthly 08/01/2002 - -------------------------------------------------------------------------------- 4 Payment 09/01/2002 122,388,.40 1 - -------------------------------------------------------------------------------- AMORTIZATION SCHEDULE - Normal Amortization - -------------------------------------------------------------------------------- Date Payment Interest Principal Balance - -------------------------------------------------------------------------------- Loan 10/01/1998 1,223,883.96 - -------------------------------------------------------------------------------- 1 10/01/1998 30,200.56 0.00 30,200.56 1,193,683.40 - -------------------------------------------------------------------------------- 2 11/01/1998 29,753.80 10,884.72 18,869.08 1,174,814.37 - -------------------------------------------------------------------------------- 3 12/01/1998 29,753.80 10,712.66 19,041.14 1,155,773.18 - -------------------------------------------------------------------------------- 1998 Totals 89,708.16 21,597.38 68,110.78 - -------------------------------------------------------------------------------- 4 01/01/1999 29,753.80 10,539.04 19,214.76 1,136,558.42 - -------------------------------------------------------------------------------- 5 02/01/1999 29,753.80 10,363.82 19,389.98 1,117,168.44 - -------------------------------------------------------------------------------- 6 03/01/1999 29,753.80 10,187.01 19,566.79 1,097,601.65 - -------------------------------------------------------------------------------- 7 04/01/1999 29,753.80 10,008.59 19,745.21 1,077,856.44 - -------------------------------------------------------------------------------- 8 05/01/1999 29,753.80 9,828.54 19,925.26 1,057,931.18 - -------------------------------------------------------------------------------- 9 06/01/1999 29,753.80 9,646.85 20,106.95 1,037,824.23 - -------------------------------------------------------------------------------- 10 07/01/1999 29,753.80 9,463.51 20,290.29 1,017,533.94 - -------------------------------------------------------------------------------- 11 08/01/1999 29,753.80 9,278.49 20,475.31 997,058.63 - -------------------------------------------------------------------------------- 12 09/01/1999 29,753.80 9,091.78 20,662.02 976,396.61 - -------------------------------------------------------------------------------- 13 10/01/1999 29,753.80 8,903.37 20,850.43 955,546.18 - -------------------------------------------------------------------------------- 14 11/01/1999 29,753.80 8,713.25 21,040.55 934,505.63 - -------------------------------------------------------------------------------- 15 12/01/1999 29,753.80 8,521.38 21,232.42 913,273.21 - -------------------------------------------------------------------------------- 1999 Totals 114,545.63 242,499.97 - -------------------------------------------------------------------------------- 16 01/01/2000 29,753.80 8,327.77 21,426.03 891,847.18 - -------------------------------------------------------------------------------- 17 02/01/2000 29,753.80 8,132.40 21,621.40 870,225.78 - -------------------------------------------------------------------------------- 18 03/01/2000 29,753.80 7,935.24 21,818.56 848,407.22 - -------------------------------------------------------------------------------- 19 04/01/2000 29,753.80 7,736.29 22,017.51 826,389.71 - -------------------------------------------------------------------------------- 20 05/01/2000 29,753.80 7,535.52 22,218.28 804,171.43 - -------------------------------------------------------------------------------- 21 06/01/2000 29,753.80 7,332.92 22,420.88 781,750.55 - -------------------------------------------------------------------------------- 22 07/01/2000 29,753.80 7,128.47 22,625.33 759,125.22 - -------------------------------------------------------------------------------- 23 08/01/2000 29,753.80 6,922.16 22,831.64 736,293.58 - -------------------------------------------------------------------------------- 24 09/01/2000 29,753.80 6,713.97 23,039.83 713,253.75 - -------------------------------------------------------------------------------- 25 10/01/2000 29,753.80 6,503.88 23,249.92 690,003.83 - -------------------------------------------------------------------------------- 26 11/01/2000 29,753.80 6,291.87 23,461.93 666,541.90 - -------------------------------------------------------------------------------- 27 12/01/2000 29,753.80 6.077.93 23,675.87 642,866.03 - -------------------------------------------------------------------------------- 2000 Totals 86,638.42 86,638.42 270,407.18 - -------------------------------------------------------------------------------- 28 01/01/2001 29,753.80 5,862.04 23,891.76 618,974.27 - -------------------------------------------------------------------------------- 40 - -------------------------------------------------------------------------------- 29 02/01/2001 29,753.80 5,644.18 24,109.62 594,864.65 - -------------------------------------------------------------------------------- 30 03/01/2001 29,753.80 5,424.33 24,329.47 570,535.18 - -------------------------------------------------------------------------------- 31 04/01/2001 29,753.80 5,202.48 24,551.32 545,983.86 - -------------------------------------------------------------------------------- 32 05/01/2001 29,753.80 4,978.61 24,775.19 521,208.67 - -------------------------------------------------------------------------------- 33 06/01/2001 29,753.80 4,752.69 25,001.11 496,207.56 - -------------------------------------------------------------------------------- 34 07/01/2001 29,753.80 4,524.72 25,229.08 470,978.48 - -------------------------------------------------------------------------------- 35 08/01/2001 29,753.80 4,294.67 25,459.13 445,519.35 - -------------------------------------------------------------------------------- 36 09/01/2001 29,753.80 4,062.51 25,691.29 419,828.06 - -------------------------------------------------------------------------------- 37 10/01/2001 29,753.80 3,828.24 25,925.56 393,902.50 - -------------------------------------------------------------------------------- 38 11/01/2001 29,753.80 3,591.84 26,161.96 367,740.54 - -------------------------------------------------------------------------------- 39 12/01/2001 29,753.80 3,353.28 26,400.52 341,340.02 - -------------------------------------------------------------------------------- 2001 Totals 55,519.59 301,526.01 314,698.76 - -------------------------------------------------------------------------------- 40 01/01/2002 29,753.80 3,112.54 26,641.26 287,814.57 - -------------------------------------------------------------------------------- 41 02/01/2002 29,753.80 2,869.61 26,884.19 260,685.24 - -------------------------------------------------------------------------------- 42 03/01/2002 29,753.80 2,624.47 27,129.33 233,308.52 - -------------------------------------------------------------------------------- 43 04/01/2002 29,753.80 2,377.08 27,376.72 205,682.17 - -------------------------------------------------------------------------------- 44 05/01/2002 29,753.80 2,127.45 27,626.35 177,803.90 - -------------------------------------------------------------------------------- 45 06/01/2002 29,753.80 1,875.53 27,878.27 149,671.42 - -------------------------------------------------------------------------------- 46 07/01/2002 29,753.80 1,621.32 28,132.48 121,282.41 - -------------------------------------------------------------------------------- 47 08/01/2002 29,753.80 1,364.79 28,389.01 0.00 - -------------------------------------------------------------------------------- 48 09/01/2002 122,388.40 1,105.99 121,282.41 - -------------------------------------------------------------------------------- 2001 Totals 360,418.80 19,078.78 341,340.02 - -------------------------------------------------------------------------------- Grand Totals 1,521,263.76 297,379.80 1,223,883.96 - -------------------------------------------------------------------------------- 41 EXHIBIT A The following description of property supplements, and is part, Schedule No. 03 -- to Master Loan and Security Agreement No. 7110 dated June 18, 1998 between the ---- ------------- undersigned Borrower and Phoenixcor, Inc. and may be attached to said Loan Schedule and any related UCC Financing Statements, Acceptance or Delivery Certificate or other document describing the property: See Attached Exhibit A Equipment Schedule All property listed above complete with any and all attachments, accessions, additions, replacements, improvements, modifications and substitutions there to and therefor and all proceeds including proceeds thereof and therefrom. PHOENIXCOR, INC. 3-Dimensional Pharmaceuticals, Inc. - ---------------- ----------------------------------- (Lender) (Borrower) BY:____________________________ BY:___________________________________ TITLE:_________________________ TITLE:________________________________ 42
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48 PAYMENT ADJUSTMENT RIDER ------------------------ Rider to Schedule No. 03 to Master Loan and Security Agreement No. 7110 -- dated June 18, 1998 (the "CONTRACT") Between 3-Dimensional Pharmaceuticals, Inc. ------------- ----------------------------------- as Borrower (the "OBLIGOR") AND PHOENIXCOR, INC. as Lender ("P.C."). 1. Purpose. This Rider sets forth the terms of adjustment of the payments ------- set forth in the Contract. 2. Definitions. The following terms shall have the following meanings ----------- herein: (a) "Adjustment Date" shall mean the date P.C. disburses any portion of the proceeds of the Contract. (b) "Final T-Note Average" shall mean the average of the yields on the U.S. Treasury Notes maturing in 4 years, as published by the Dow Jones Telerate Access Service, Page 19901, for the close of business on each business day of the two full calendar weeks immediately preceding the week containing the Adjustment Date. (c) "Preliminary Payments" shall mean the payments set forth in the Contract, consisting or ($18,349.38 due upon execution followed by) 46 ----------- consecutive (monthly or quarterly) payments in the amount of $18,349.38 ---------- commencing 30 days after the Adjustment Date, following by one monthly payment of $74,361.35. ---------- (d) "Preliminary T-Note Average" shall mean 5.41%. ----- 3. Adjustment of Payments. The Preliminary Payments were calculated based ---------------------- on a spread over the Preliminary T-Note Average. If the Adjustment Date occurs after June 17, 1998 and the Final T-Note Average exceeds the Preliminary T-Note Average, then the Preliminary Payments shall be revised. For each increase or decrease of one (1) basis point (i.e., 1/100 of 1%) in the Final T-Note Average above the Preliminary T-Note Average, the Preliminary Payments shall be revised as follows (complete below as applicable): . The $18,349.38 payment due upon execution shall remain unchanged. ---------- . Each of the 46 payments in the amount of $18,349.38 shall increase or -- ---------- decrease by $3.81. ----- Immediately after the determination of the revised payments due under the Contract, Obligor shall, at the request of P.C. execute an acknowledgement reflecting the revised payment schedule and, if requested by P.C. a Replacement Contract containing the agreed to payments, but the failure of P.C. to make such a request or the failure of Obligor to execute the acknowledgement or Replacement Contract shall in no way diminish Obligor's obligations hereunder. 4. P.C.'s Requirements. The Commencement of the contract is subject to satisfaction of all documentation and credit requirements of P.C. If such requirements are not satisfied by the Adjustment Date, then at P.C.'s option, the Adjustment Date shall be the date when such requirements are satisfied. The calculation of the Contract Payments under this Rider will supersede any prior proposal or quotation. IN WITNESS WHEREOF, the parties have executed this Rider simultaneously with the Contract. PHOENIXCOR, INC. 3-Dimensional Pharmaceuticals, Inc. By: _________________________ By: ________________________________________ Title: ______________________ Title: _____________________________________ 49 PHOENIXCOR, INC. 65 WATER STREET SOUTH NORWALK, CT 07854 ###-###-#### (PHONE) 203 ###-###-#### (FAX) December 29, 1998 3-Dimensional Pharmaceuticals, Inc. Eagleview Corporate Center, 665 Stockton Drive, suite 104 Exton, PA 19341 Re: Equipment Schedule #03 Ladies and Gentlemen: Phoenixcor, Inc. requires insurance coverage with companies and in form satisfactory to it as one of the conditions to enter into the above described lease or loan with your Company covering the Equipment listed on the attached schedule or exhibit. This insurance must be carried throughout the term of the lease/loan. Please sign and return this letter. Please forward a copy of this letter to your insurance company to process a certificate with the following requirements: PROPERTY COVERAGE: - ----------------- . Covering all risks of physical loss, damage, destruction or theft of the Equipment, with extended coverage. . Loss payable to PHOENIXCOR, INC. AND ITS ASSIGNS. . In an amount equal to not less than the Equipment's full replacement value of $743,612.54. ----------- LIABILITY COVERAGE: - ------------------ . $2,000,000.00 combined single limit for each occurrence general liability ------------- coverage. . Naming PHOENIXCOR, INC. AND ITS ASSIGNS as Additional Insured PROPERTY AND LIABILITY COVERAGE: - ------------------------------ . The Equipment should be described specifically or by reference to an attached schedule or exhibit or by reference to the above lease or loan and account number. . Carrier should be rated A-, VIII (or better) by A.M. Best Company. . Notices to Phoenixcor, Inc. are to be sent to 65 water Street, South Norwalk, Connecticut 06854. Attached is a sample insurance certificate. Additional provisions may be required for vehicles or other specialized collateral or if otherwise applicable to the transaction. ADDITIONAL POLICY PROVISIONS: - ---------------------------- . The policies must provide that they will not be canceled or altered without thirty (30) days prior written notice to PHOENIXCOR, INC. . The policies insuring against loss, damage, destruction or theft must provide that the coverage will not be invalidated against PHOENIX, INC. AND ITS ASSIGNS because of any violation of any condition or warranty contained in any policy or application therefor by the insured or others. Please feel free to contact or have your insurance agent contact Joan Kossoff at your earliest convenience. Please be aware that failure to have an insurance certificate in effect that meets the above requirements will delay the commencement and/or funding of the above lease or loan. Very truly yours, AGREED TO AND ACCEPTED BY; PHOENIXCOR, INC. 3 Dimensional Pharmaceuticals, Inc. BY: ____________________________________ TITLE: _________________________________ 50 Insurance Declarations Page 51 SCHEDULE TO MASTER LOAN AND SECURITY AGREEMENT ---------------------------------------------- MASTER LOAN AND SECURITY AGREEMENT NO.7110 DATED: June 18, 1998 ---- ------------- SCHEDULE NO.04 DATED: March 22, 1999 -- -------------- - -------------------------------------------------------------------------------- LENDER: PHOENIXCOR, INC. BORROWER: 3-Dimensional Pharmaceuticals, Inc. 65 WATER STREET Eagleview Corporate Center, SOUTH NORWALK, CT 06854 665 Stockton Drive, Suite 104 Exton, PA 19341 Equipment Location (if other than above address of Borrower): n/a --- Lender and Borrower have entered into a Master Loan and Security Agreement No. 7110 dated June 18, 1998 (the "Master Loan Agreement") which is incorporated ---- ------------- herein and this is a Schedule to the Master Loan Agreement. All words and terms used herein and not specifically defined herein shall have the same meanings as set forth in the Master Loan Agreement. 1. THE LOAN AND LOAN REPAYMENT. As requested by Borrower and pursuant to the Master Loan Agreement, Lender agrees to lend to Borrower the sum of one --- million two hundred twenty-three thousand eight hundred eighty-three dollars and - -------------------------------------------------------------------------------- ninety-six cents. Borrower agrees to repay the Loan in successive installments - ---------------- (which installment payments are inclusive of interest) as set forth in the following Schedule: SCHEDULE - -------------------------------------------------------------------------------- Advance Payment Amount: $9,611.30 --------- Number of Installments (Exclusive of Advance Payment): 46 -- Payment Period: X Monthly ___Quarterly --- Periodic Installment Payment Amount Per Period: $9,611.30; --------- Followed by One Monthly Installment Payment of $38,950.00 ---------- - -------------------------------------------------------------------------------- Commencement Date: March 24, 1999 Security Deposit (if -------------- Special Provisions: (if any): none any): none ---- ---- 2. SECURITY. As security for Borrower's obligations under this Schedule and the obligations contained in the Master Loan Agreement, the Borrower gives and grants to the Lender a security interest in the Equipment described in the attached Exhibit A. 3. LOAN DISBURSEMENT. Borrower hereby authorizes Lender to disburse the Loan proceeds advanced pursuant to this Schedule as follows: $389,500.00 To: Bruker Medical. ----------- --------------- $389,500.00 TOTAL PROCEEDS ----------- By execution hereof, the signer certifies that he/she is a duly authorized officer, partner or proprietor of Borrower and that he/she had read, accepted and duly executed this Schedule to the Master Loan Agreement on behalf of Borrower. 3-Dimensional Pharmaceuticals, Inc., (Borrower) ------------------------------------- BY: _________________________________ _____________________________________ Print Name and Title ACCEPTED AT LENDER'S OFFICE AT SOUTH NORWALK, CONNECTICUT PHOENIXCOR, INC. (Lender) BY: ____________________________ ________________________________ Print Name and Title 52 EXHIBIT A The following description of property supplements, and is part, Schedule No. 04 to Master Loan and Security Agreement No. 7110 dated June 18, 1998 -- ---- ------------- between the undersigned Borrower and Phoenixcor, Inc. and may be attached to said Loan Schedule and any related UCC Financing Statements, Acceptance or Delivery Certificate or other document describing the property: See Attached Exhibit A Equipment Schedule All property listed above complete with any and all attachments, accessions, additions, replacements, improvements, modifications and substitutions thereto and therefor and all proceeds including insurance proceeds thereof and therefrom. PHOENIXCOR, INC. 3-Dimensional Pharmaceuticals, Inc. - ---------------- ----------------------------------- (Lender) (Borrower) BY: __________________________ By: _______________________________ TITLE: _______________________ TITLE: ____________________________ 53 Exhibit A to Equipment Schedule Schedule No. 04
54 PAYMENT ADJUSTMENT RIDER ------------------------ Rider to Schedule No. 03 to Master Loan and Security Agreement No. 7110 -- ---- dated June 18, 1998 (the "CONTRACT") Between 3-Dimensional Pharmaceuticals, Inc. ------------- ----------------------------- as Borrower (the "OBLIGOR") AND PHOENIXCOR, INC. as Lender ("P.C."). 5. Purpose. This Rider sets forth the terms of adjustment of the payments ------- set forth in the Contract. 6. Definitions. The following terms shall have the following meanings ----------- herein: (a) "Adjustment Date" shall mean the date P.C. disburses any portion of the proceeds of the Contract. (b) "Final T-Note Average" shall mean the average of the yields on the U.S. Treasury Notes maturing in 4 years, as published by the Dow Jones Telerate Access Service, Page 19901, for the close of business on each business day of the two full calendar weeks immediately preceding the week containing the Adjustment Date. (c) "Preliminary Payments" shall mean the payments set forth in the Contract, consisting or ($9,611.30 due upon execution followed by) 46 --------- consecutive (monthly or quarterly) payments in the amount of $9,611.30 --------- commencing 30 days after the Adjustment Date, following by one monthly payment of $38,950.00. ---------- (d) "Preliminary T-Note Average" shall mean 5.41%. ----- 7. Adjustment of Payments. The Preliminary Payments were calculated based ---------------------- on a spread over the Preliminary T-Note Average. If the Adjustment Date occurs after June 17, 1998 and the Final T-Note Average exceeds the Preliminary T-Note Average, then the Preliminary Payments shall be revised. For each increase or decrease of one (1) basis point (i.e., 1/100 of 1%) in the Final T-Note Average above the Preliminary T-Note Average, the Preliminary Payments shall be revised as follows (complete below as applicable): . The $9,611.30 payment due upon execution shall remain unchanged. --------- . Each of the 46 payments in the amount of $9,611.30 shall increase or -- --------- decrease by $1.99. ----- Immediately after the determination of the revised payments due under the Contract, Obligor shall, at the request of P.C. execute an acknowledgement reflecting the revised payment schedule and, if requested by P.C. a Replacement Contract containing the agreed to payments, but the failure of P.C. to make such a request or the failure of Obligor to execute the acknowledgement or Replacement Contract shall in no way diminish Obligor's obligations hereunder. 8. P.C.'s Requirements. The Commencement of the contract is subject to satisfaction of all documentation and credit requirements of P.C. If such requirements are not satisfied by the Adjustment Date, then at P.C.'s option, the Adjustment Date shall be the date when such requirements are satisfied. The calculation of the Contract Payments under this Rider will supersede any prior proposal or quotation. IN WITNESS WHEREOF, the parties have executed this Rider simultaneously with the Contract. PHOENIXCOR, INC. 3-Dimensional Pharmaceuticals, Inc. By: _______________________ By: _______________________________ Title: ____________________ Title: ____________________________ 55 SCHEDULE TO MASTER LOAN AND SECURITY AGREEMENT ---------------------------------------------- MASTER LOAN AND SECURITY AGREEMENT NO.7110 DATED: June 18, 1998 ---- ------------- SCHEDULE NO.03 DATED: December 29, 1998 -- ----------------- - -------------------------------------------------------------------------------- LENDER: PHOENIXCOR, INC. BORROWER: 3-Dimensional Pharmaceuticals, Inc. 65 WATER STREET Eagleview Corporate Center, SOUTH NORWALK, CT 06854 665 Stockton Drive, Suite 104 Exton, PA 19341 Equipment Location (if other than above address of Borrower): n/a --- Lender and Borrower have entered into a Master Loan and Security Agreement No. 7110 dated June 18, 1998 (the "Master Loan Agreement") which is incorporated ---- ------------- herein and this is a Schedule to the Master Loan Agreement. All words and terms used herein and not specifically defined herein shall have the same meanings as set forth in the Master Loan Agreement. 1. THE LOAN AND LOAN REPAYMENT. As requested by Borrower and pursuant to the Master Loan Agreement, Lender agrees to lend to Borrower the sum of seven ----- hundred forty-three thousand six hundred twelve and 54/100 dollars. Borrower - ------------------------------------------------------------------ agrees to repay the Loan in successive installments (which installment payments are inclusive of interest) as set forth in the following Schedule: SCHEDULE - -------------------------------------------------------------------------------- Advance Payment Amount: $18,349.38 ---------- Number of Installments (Exclusive of Advance Payment): 46 -- Payment Period: X Monthly ___Quarterly --- Periodic Installment Payment Amount Per Period: $18,349.38; ---------- Followed by One Monthly Installment Payment of $74,361.25 ---------- - -------------------------------------------------------------------------------- Commencement Date: December 31, 1998 Security Deposit (if ----------------- Special Provisions: (if any): none any): none ---- ---- 2. SECURITY. As security for Borrower's obligations under this Schedule and the obligations contained in the Master Loan Agreement, the Borrower gives and grants to the Lender a security interest in the Equipment described in the attached Exhibit A. 3. LOAN DISBURSEMENT. Borrower hereby authorizes Lender to disburse the Loan proceeds advanced pursuant to this Schedule as follows: $743,612.54 To: 3-Dimensional Pharmaceuticals, Inc. ----------- ----------------------------------- $743,612.54 TOTAL PROCEEDS ----------- By execution hereof, the signer certifies that he/she is a duly authorized officer, partner or proprietor of Borrower and that he/she had read, accepted and duly executed this Schedule to the Master Loan Agreement on behalf of Borrower. 56
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