FIRST AMENDMENT TO CREDIT AGREEMENT
Reference is hereby made to that certain Credit Agreement dated as of December 28, 1998, by and between
Genzyme Transgenics Corporation (the "Borrower"), and Fleet National Bank ("Lender") (as amended, and as
may be further amended from time to time, the "Credit Agreement"). Capitalized terms not defined herein shall
have the meanings ascribed thereto in the Credit Agreement.
WHEREAS, the Borrower and Guarantor have requested that the Lender consent to an increase the maximum
amount of Dividends that may be paid to holders of its Series A Convertible Preferred Stock for the redemption
of such stock and accrued Dividends thereon, and to agree to permit the payment of Dividends up to a maximum
amount for the purpose of the redemption of Series B Convertible Preferred Stock and accrued Dividends
thereon, and the Lender has agreed to such change, subject to the terms and conditions of this First Amendment
To Credit Agreement (the "First Amendment").
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the
parties do hereby agree as follows:
1. Dividends and Redemptions. The Credit Agreement is hereby amended as follows:
a. Section 2.5 (Revolving Credit Loan Proceeds) of the Credit Agreement is hereby amended by replacing the
phrase "or to redeem shares of its Series A Convertible Preferred Stock, face value $1,000 per share" with the
phrase "or to redeem shares of its Series B Convertible Preferred Stock, face value $1,000 per share."
b. Section 6.6 (Dividends and Redemptions) of the Credit Agreement is hereby deleted and replaced with the
following in lieu thereof:
"6.6 Dividends and Redemptions. Pay or set aside any amount to pay any Dividends; provided, however, that, so
long as no Default or Event of Default has occurred and is continuing, Borrower may pay Dividends to holders of
its Series B Convertible Preferred Stock for the redemption of such stock and accrued Dividends payable in