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Exhibit 10(d)
First National Bank of Maryland Negative Pledge Agreement
THIS AGREEMENT is made __________, 19__, by PharmaKinetics
Laboratories, Inc. ("Borrower") with THE FIRST NATIONAL BANK OF
MARYLAND ("Bank").
IN CONSIDERATION of loans currently extended and as may in the
future be extended by the Bank to the Borrower, the Borrower
agrees with the Bank as follows:
(check one or both)
___1. No liens of any kind shall, without the Bank's prior
written consent, be permitted to attach against the following
described real property, or any fixtures attached thereto, nor
shall such property be hereafter granted, conveyed, mortgaged or
otherwise encumbered without the Bank's prior written consent,
except for liens for state and local real property taxes for the
year for which assessed, provided such taxes shall be paid each
year prior to the date after which interest is charged on the
taxes assessed:
(Describe real property)____________________________________
_X_2. No liens, charges or encumbrances of any kind shall be
permitted to attach against the following personal property of
the Borrower, nor shall any of the same be transferred, assigned,
pledged or otherwise encumbered, without the Bank's prior written
consent (check as appropriate):
_X_(a) Equipment (describe) See attached schedule A
____________________________________
_X_(b) Inventory (describe) ____________________________________
_X_(c) Accounts and contract right (describe) __________________
___(d) Securities (describe) ___________________________________
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3. At the Bank's request, the Borrower will, at any time while
this Agreement is in effect, as collateral security or additional
collateral security for all obligations of the Borrower to the
Bank, execute and deliver to the Bank a mortgage and/or deed of
trust with respect to the real property designated above, and/or
security agreement(s) and financing statements with respect to
the personal property (and deliver possession of certificates
representing any securities) designated above. All of such
security documents shall be in the form customarily used by the
Bank to secure debt of the amount and character then owned by the
Borrower to the Bank.
4. This Agreement shall remain in effect until all indebtedness,
including interest thereon, of the Borrower to the Bank has been
paid in full.
IN WITNESS WHEREOF the Borrower has caused this Agreement to be
duly signed and sealed.
ATTEST or WITNESS: PHARMAKINETICS LABORATORIES, INC.(Seal)
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ (Print name of organization)
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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(Authorized Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and CEO
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(Print name and title)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------(Seal)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, VP and CFO
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(Print name)
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Schedule A- To negative pledge agreement
ALL ASSETS
(1) all of the now owned and hereafter acquired machinery,
equipment, furniture, fixtures (whether or not attached to real
property), supplies and other personal property of Debtor,
including any leasehold interests therein and all replacement
parts and annexations thereto (herein called "Equipment"); all of
Debtor's now owned or hereafter acquired and/or created accounts,
instruments, chattel paper, contracts, contract rights, accounts
receivable, tax refunds, notes, notes receivable, drafts,
acceptances, documents, general intangibles, and other choses in
action (not including wages or salary), including but not limited
to proceeds of inventory and returned goods and proceeds from the
sale of goods and services (herein called "Accounts"); all of
Debtor's now owned and hereafter acquired inventory, wherever
located, including but not limited to all raw materials, parts,
containers, work in process, finished goods, wares and
merchandise, and goods returned for credit, repossessed,
reclaimed or otherwise reacquired by Debtor and all products and
proceeds thereof including but not limited to sales proceeds of
any kind (herein called "Inventory"); and all other now owned and
hereafter acquired assets of Borrower, including but not limited
to all leases, rents, chattels, leasehold improvements,
installment purchase and/or sales contracts, bonds, stocks,
certificates, advances, deposits, trademarks, tradenames,
licenses, patents and cash values of life insurance, all of
which, including the above-described Equipment, Accounts and
Inventory, shall herein be called "Assets"; (2) all proceeds
(including insurance proceeds) and products of the above-
described Assets; (3) any of Debtors assets in which Secured Party
has been or is hereafter granted a security interest under any
other security agreements, notes or other obligations or
liabilities between Debtor and Secured Party; (4) any accounts,
property, securities or monies of Debtor which may at any time be
assigned or delivered or come into possession of Secured Party,
as well as all proceeds and products thereof; and (5) all of the
actual books and records pertaining to any of the above-described
items of Collateral.
