SECOND AMENDMENT TO CREDIT AGREEMENT
Reference is hereby made to that certain Credit Agreement dated as of December 28, 1998, as amended, by
and between Genzyme Transgenics Corporation (the "Borrower"), and Fleet National Bank ("Lender") (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 agree to modify the definition of
Termination Date to extend the maturity of the Loans evidenced by the Credit Agreement and other Loan
Documents from December 28, 2001 to January 11, 2002, and the Lender has agreed to such change, subject
to the terms and conditions of this Second Amendment To Credit Agreement (the "Second Amendment").
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the
parties do hereby agree as follows:
1. TERMINATION DATE. Schedule 1 to the Credit Agreement is hereby amended to delete the defined term
"Termination Date" and to replace such defined term with the following:
"`TERMINATION DATE'" - the earlier of (a) January 11, 2002, and (b) the date the Lender's commitment to
make Loans is terminated pursuant to Section 8.2 of Article 8."
2. REPRESENTATIONS AND WARRANTIES. In order to induce the Lender to enter into this Second
Amendment, the Borrower makes the following representations and warranties, all of which shall survive the
execution and delivery of this Second Amendment:
(a) The Borrower has all requisite corporate, partnership or other power and authority to execute, deliver and
perform its obligations under this Second Amendment and under the Credit Agreement, as amended hereby. This
Second Amendment has been duly authorized, executed and delivered by the Borrower, and does not conflict
with, violate or result in a breach of or require any consent under any applicable law, rule or regulation or any of
the terms of the