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Exhibit 10.5
FIRST AMENDMENT TO PROMISSORY NOTE
FIRST AMENDMENT TO PROMISSORY NOTE dated as of the 6th day of January,
1998 by and between XXXXXXX X. XXXXXXX, XX. (the "Borrower") and PSYCHEMEDICS
CORPORATION (the "Lender").
WHEREAS, the Borrower and the Lender entered into a Promissory Note
dated January 6, 1997, (the "Note") in the original principal amount of Two
Hundred Nine Thousand Eight Hundred Ninety-two Dollars ($209,892.00); and
WHEREAS, the Borrower's obligations under the Note are secured by a
pledge of shares of Common Stock of the Lender pursuant to a Pledge Agreement
dated January 6, 1997 (the "Pledge Agreement");
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENT. (a) The Note is hereby amended by deleting the
first three paragraphs thereof and inserting in lieu thereof the following:
"FOR VALUE RECEIVED, the undersigned XXXXXXX X. XXXXXXX, XX.
hereby promises to pay to the order of PSYCHEMEDICS CORPORATION, a
Delaware corporation (the "Company"), in accordance with and subject to
the terms and conditions set forth herein, on or before January 6,
1999, the principal sum of TWO HUNDRED SIX THOUSAND THREE HUNDRED
SEVENTY-NINE DOLLARS AND 35/100 ($206,379.35), or so much thereof as
may from time to time be outstanding, and to pay interest on the unpaid
portion of such principal amount at the rate of 5.95 % PER ANNUM until
such principal amount and all accrued unpaid interest thereon shall
have been paid.
Interest accrued on the unpaid balance of principal from time
to time outstanding shall be payable together with payment of
principal. Each payment made under this Note shall be applied first to
interest then due and then to principal.
This Note is secured by a pledge of certain shares of Common
Stock of the Company owned by the undersigned more particularly
described in the Pledge Agreement dated January 6, 1997 (the "Pledge
Agreement") by and between the undersigned and the Company. The Pledge
Agreement is intended to provide additional security to the Company for
the obligations of the undersigned under this Note and is not intended
to limit in any way the obligations of the undersigned under this Note
which is a full recourse obligation of the undersigned."
(b) All references in the Pledge Agreement to the Note shall be
deemed to refer to the Note, as modified and amended hereby.
2. RATIFICATION. (a) The terms and provisions of the Note, as
modified and amended hereby, are hereby ratified and confirmed by the Borrower
in all respects and the Note shall remain in full force and effect in accordance
with its terms as so modified and amended.
(b) The obligations of the Borrower to repay to the Lender all
indebtedness under the Note, as modified and amended hereby, and to pay and
perform all of its other obligations to the Lender are and will continue to be
secured by the Pledge Agreement and the Lender is and will continue to be
entitled to the benefit of all of the rights and remedies thereunder.
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(c) Nothing herein is intended or shall be construed so as to
discharge, release, terminate, or otherwise limit or modify any indebtedness,
obligations, or liabilities of the Borrower or any collateral security therefor.
3. MISCELLANEOUS. This First Amendment to Promissory Note shall
be governed by the laws of the Commonwealth of Massachusetts, shall be construed
as a sealed instrument, and shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns.
Executed as a sealed instrument as of the date set forth above.
PSYCHEMEDICS CORPORATION
(Lender)
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx, Vice
President
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx.
(Borrower)
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