1
EXHIBIT 10(p)
MATERIAL CONTRACTS
FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "Agreement")
is made as of the 1st day of August, 1997, by PHARMAKINETICS
LABORATORIES, INC., a corporation organized and existing under
the laws of the State of Maryland (the "Obligor"), and
NATIONSBANK, N.A., a national banking association (formerly known
as "NationsBank, N.A. (Carolinas)" and successor by merger to
NationsBank, N.A., which was formerly know as "NationsBank of
Virginia, N.A.," NationsBank of Virginia, N.A., being the
successor by merger to NationsBank, N.A., which was formerly
known as "NationsBank of Maryland N.A." and was the successor by
merger to Maryland National Bank) (the"Bank").
RECITALS
A. The Obligor and the Bank entered into a Loan Agreement
dated May 13, 1993 (the same, as modified by First Amendment to
Loan Agreement dated May 11, 1995, by Second Amendment to Loan
Agreement dated July 31, 1996, and by Third Amendment to Loan
Agreement dated November 30, 1996, and as amended, modified,
substituted, extended, and renewed from time to time, the "Loan
Agreement"). The Loan Agreement provides for some of the
agreements between the Obligor and the Bank with respect to the
"Loans" (as defined in the Loan Agreement), including revolving
credit facility in an amount not to exceed $500,000 and term
facilities in an original principal amount of $2,400,000.
B. The Obligor has requested that the Bank waive compliance
with the Obligor's Cash Flow Coverage ratio for the period ended
June 30, 1997.
C. The Bank is willing to agree to the Obligor's request on
the condition, among others, that this Agreement be executed.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, receipt of which is hereby
acknowledged, the Obligor and the Bank agree as follows:
1. The Obligor and the Bank agree that the Recitals above
are a part of this Agreement. Unless otherwise expressly defined
in this Agreement, terms defined in the Loan Agreement shall have
the same meaning under this Agreement.
-1-
2
2. The Obligor and the Bank agree that on the date hereof
the aggregate outstanding principal balance under the Revolving
Credit Note (subject to change for returned items and other
adjustments made in the ordinary course of business) is $0. The
Obligor agrees that the Bank shall not be obligated to make any
further advances under the Revolving Credit Note unless all
obligations with respect thereto are fully secured by a
perfected, unavoidable, first lien pledge of cash deposits held
by the Bank.
3. It is a condition of the Bank's agreements under this
Agreement and under the Second Note Modification dated the same
date as this Agreement (the "Second Term Note Modification")
between the Bank and the Obligor that the Maryland Industrial
Development Financing Authority (the "Authority") in writing:
(a) consent to the execution the execution and delivery
of this Second Amendment to Term Note and this Agreement; and
(b) acknowledge that, with respect to the Amended and
Restated Insurance Agreement dated May 13, 1993 (as modified by
Modification to Amended and Restated Insurance Agreement dated
July 17, 1995, and amended, modified, restated, substituted,
extended and renewed at any time and from time to time, the
"Insurance Agreement") between the Authority and the Bank, (i)
there is no Authority's Insurance Premium (as that term is
defined in the Insurance Agreement) required under the Insurance
Agreement, (ii) the Authority shall refund the Authority's
Insurance Premium paid by the Bank in 1997 upon the Authority's
receipt of satisfactory proof of such payment, and (iii) if there
is any Authority's Insurance Premium in the future such payment
shall be due from the Obligor alone and not the Bank.
4. On the condition that the Obligor shall have complied
with the terms and conditions of Paragraph 3 of this Agreement,
the Lender hereby waives compliance with the Obligor's Cash Flow
Coverage ratio for the period ended June 30, 1997; provided,
however that this Paragraph shall not be deemed to waive any
defaults under that ratio after the date of this Agreement or
after the period stated, or any other defaults arising out of
non-compliance by the Obligor with the Loan Agreement or any
other agreement, whether or not the events, facts or
circumstances giving rise to such non-compliance existed on or
prior to the date hereof.
5. The Obligor hereby issues, ratifies and confirms the
representations, warranties and covenants contained in the Loan
Agreement, as amended hereby. The Obligor agrees that this
Agreement is not intended to and shall not cause a novation with
respect to any or all of the Obligations.
-2-
3
6. The Obligor acknowledges and warrants that the Bank has
acted in good faith and has conducted in a commercially
reasonable manner in its relationships with the Obligor in
connection with this Agreement and generally in connection with
the Loan Agreement and the Obligations, the Obligor hereby
waiving and releasing any claims to the contrary.
7. This Agreement may be executed in any number of
duplicate originals or counterparts, each of such duplicate
originals or counterparts shall be deemed to be an original and
all taken together shall constitute but one and the same
instrument. The Obligor agrees that the Bank may rely on a
telecopy of any signature of any Obligor. The Bank agrees that
the Obligor may rely on a telecopy of this Agreement executed by
the Bank.
IN WITNESS WHEREOF, the Obligor and the Bank have executed
this Agreement under seal as of the date and year first written
above.
WITNESS OR ATTEST: PHARMAKINETICS LABORATORIES, INC.
/s/ Xxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxx (SEAL)
------------------- ----------------------
Xxxxx X. Xxxxxx
President and
Chief Executive Officer
WITNESS: NATIONSBANK, N.A.
/s/ Xxxxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxxxxxx (SEAL)
------------------- --------------------------
Xxxxx X. Xxxxxxxxx
Vice President
AGREEMENT OF GUARANTOR
The undersigned is the "Guarantor" under a Guaranty of
Payment Agreement, dated May 13, 1993 (as amended, modified,
substituted, extended and renewed from time to time, the
"Guaranty"), in favor of the foregoing Bank. In order to induce
the Bank to enter into the foregoing Agreement, the undersigned
(a) consents to the transactions contemplated by, and agreements
made by the Obligor under, the foregoing Agreement, and (b)
ratifies, confirms and reissues the terms, conditions, promises,
covenants, grants, assignments, security agreements, agreements,
representations, warranties and provisions contained in the
Guaranty. Without limiting the foregoing, the undersigned
acknowledges and agrees that the Obligations (defined in the Loan
Agreement) include, without limitation, the amendments described
-3-
4
in the foregoing Agreement and that the Obligations are covered
by the Guaranty.
WITNESS signature and seal of the undersigned as of the date of
the Agreement.
WITNESS: PKLB LIMITED PARTNERSHIP
By: PharmaKinetics Laboratories, Inc.
General Partner
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx (SEAL)
------------------- -----------------------
Xxxxx X. Xxxxxx
President and
Chief Executive Officer
-4-
