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EXHIBIT 10(n)
MATERIAL CONTRACTS
THIRD AMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Agreement") is
made as of the 30th day of November, 1996, 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 of Virginia, N.A." and successor by merger to
NationsBank, N.A., which was formerly known as "NationsBank of
Maryland N.A." and 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 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 amend the
interest rates under the Loans and amend certain other conditions
and covenants under the Loan Agreement.
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.
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.
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3. The Loan Agreement is hereby amended as follows:
(a) The section "The Revolving Loan" (which section
was added in the First Amendment) is hereby amended by changing
the Revolving Credit Termination Date from "November 30, 1996" to
November 30, 1997.
(b) The section "Deposits" (which section was added
in the First Amendment) is hereby amended by changing the amount
from "$100,000" to "$200,000."
4. 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.
5. The Obligor acknowledges and warrants that the Bank has
acted in good faith and has conducted in a commercially
reasonable manner 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.
6. 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.
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/ Xxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxxxx (SEAL)
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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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
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.
ATTEST: 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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