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EXHIBIT 10(o)
MATERIAL CONTRACTS
SECOND NOTE MODIFICATION AGREEMENT
THIS SECOND NOTE MODIFICATION AGREEMENT is made as of the
1st day of August, 1997, by and between PHARMAKINETICS
LABORATORIES, INC., a corporation organized under the laws of the
State of Maryland (the "Borrower") and NATIONSBANK, N.A.
(formerly known as "NationsBank, N.A. (Carolinas)" and successor
by merger to NationsBank, N.A., which was formerly known 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), a national
banking association (the "Lender").
WHEREAS, by that certain Note dated May 13, 1993 (as
modified by First Note Modification Agreement dated May 11, 1995
and (as amended, modified, restated, substituted, extended and
renewed at any time and from time to time, the "Note") the
Borrower became indebted to the Lender in an amount not to exceed
$2,400,000 (the "Term Loan Amount") under a line of credit made
by the Lender to the Borrower pursuant to that certain Loan
Agreement dated May 13, 1993 (as amended, modified, substituted,
extended, and renewed from time to time, the "Loan Agreement");
and
WHEREAS, the Lender and Borrower have agreed to amend the
per annum rate of interest as hereinafter more fully set forth.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
That in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Lender and the Borrower covenant and
agree as follows:
1. The Borrower acknowledges that the present principal
balance of the Note is $1,682,753.57 (as of August 15, 1997) and
is due and owing, subject to the terms of repayment hereinafter
set forth, without defense, recoupment, counterclaim or offset.
2. The Note is hereby amended at the section headed
"Interest Rate" by increasing the rate of interest under that
section from the Bank's Prime Rate (as that term is defined in
the Note) plus one-half percent (1/2%) to the Bank's Prime Rate
plus three-quarters percent (3/4%). The Prime Rate does not
necessarily represent the lowest rate of interest charged by the
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Bank to borrowers.
3. The terms, provisions and covenants of the Note are in
all other respects hereby ratified and confirmed and remain in
full force and effect.
4. It is expressly agreed that the indebtedness evidenced by
the Note has not been extinguished or discharged hereby. The
Borrower and the Lender agree that the execution of this
Agreement is not intended to and shall not cause or result in a
novation with regard to the Note.
WITNESS the signatures and seals of the Borrower and the
Lender the day and year first above written.
WITNESS OR ATTEST: PHARMAKINETICS LABORATORIES, INC.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx (SEAL)
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Xxxxx X. Xxxxxx
President and
Chief Executive Officer
WITNESS: NATIONSBANK, N.A.
/s/ Xxxxxxxxx Xxxx By:/s/ Xxxxx X. Xxxxxxxxx (SEAL)
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Xxxxx X. Xxxxxxxxx
Vice President
GUARANTOR ACKNOWLEDGEMENT AND AGREEMENT
The undersigned guaranteed to the Lender all of the
Obligations (as defined in the Loan Agreement), including without
limitation, the per annum rate of interest (as defined in the
annexed First Note Modification Agreement) and hereby covenants
and agrees with the Lender that the execution of the foregoing
First Note Modification Agreement of even date herewith and the
transactions described therein and contemplated thereby do not
and shall not in any manner affect its obligations and
liabilities under its respective guaranty dated May 13, 1993,
(the "Guaranty"), and that the Guaranty is hereby ratified and
confirmed and remains in full force and effect.
Dated effective as of August 1, 1997.
WITNESS: PKLB LIMITED PARTNERSHIP
By: PharmaKinetics Laboratories, Inc.
General Partner
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx (SEAL)
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Xxxxx X. Xxxxxx
President and
Chief Executive Officer
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