THIRD NOTE MODIFICATION AGREEMENT
THIS THIRD NOTE MODIFICATION AGREEMENT is made as of the
30th day of November, 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 by Second Note Modification Agreement dated August 1, 1997,
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 credit facility 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");
WHEREAS, the Lender and the Borrower have agreed to amend
the per annum rate of interest as hereinafter more fully set
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 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 decreasing the rate of interest under that
section from the Bank's Prime Rate (as that term is defined in
the Note) plus three-quarters percent (3/4%) to the Bank's Prime
Rate plus one-half percent (1/2%). The Prime Rate does not
necessarily represent the lowest rate of interest charged by the
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/ Taryn L. Kunkel By:/s/James K. Leslie (SEAL)
- ------------------- -------------------
James K. Leslie
Chief Executive Officer
WITNESS: NATIONSBANK, N.A.
/s/ Taryn L. Kunkel By:/s/ James K. Kirschner (SEAL)
- ------------------- -----------------------
James W. Kirschner
GUARANTOR ACKNOWLEDGMENT 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 Third Note Modification Agreement) and hereby covenants
and agrees with the Lender that the execution of the foregoing
Third 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 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 November 30, 1997.
WITNESS: PKLB Limited Partnership
By: PharmaKinetics Laboratories, Inc.
/s/ Taryn L. Kunkel By:/s/ James K. Leslie (SEAL)
- ------------------- --------------------
James K. Leslie
Chief Executive Officer