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Exhibit 10(b)
First National Bank of Maryland Loan Agreement
It is hereby agreed as of the 30th day of September, 1998, by and
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between PharmaKinetics Laboratories, Inc., ("Borrower"), a
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Corporation of the State of Maryland, and THE FIRST NATIONAL BANK
OF MARYLAND ("Bank"), a national banking association, of
Baltimore, Maryland as follows:
I. Definitions
The following terms have the following definitions (each
definition is equally applicable to the singular and plural forms
of the terms used, as the context requires):
A. G.A.A.P. The term "G.A.A.P." means, with respect to any date
of determination, generally accepted accounting principles as
used by the Financial Accounting Standards Board and/or the
American Institute of Certified Public Accounts consistently
applied and maintained throughout the periods indicated.
B. Line of Credit. The term "Line of Credit" means any line of
credit facility extended by Bank to Borrower pursuant to
Paragraph II.A.1. of this Agreement and otherwise in accordance
with the terms of this Agreement.
C. Loan. The term "Loan" means one or more credit facilities,
including any Line of Credit and Term Loan, provided by Bank to
Borrower pursuant to the terms of this Agreement and all
accompanying Loan documents, including, but limited to, one or
more promissory notes of Borrower payable to the order of Bank,
as the same may be amended, modified, extended, renewed,
supplemented, restated or replaced from time to time.
D. Maximum Line of Credit Amount. The term "Maximum Line of
Credit Amount" means $500,000.00.
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E. Obligations. The term "Obligations" means collectively the
obligations of Borrower to pay Bank:(i) any and all sums due
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to Bank under or pursuant to the Loan or otherwise under the
terms of this Agreement or any accompanying Loan documents; (ii)
the expenses of any exercise by Bank of Bank's rights in the
event of a default by Borrower, together with Bank's attorneys'
fees, expenses of collection, expenses of taking, holding, or
disposing of any assets of Borrower, and court costs, and (iii)
any other indebtedness or liability of Borrower to Bank, whether
direct or indirect (by way of endorsement, guaranty, pledge or
otherwise), liquidated or unliquidated, joint or several,
absolute or contingent, contemplated or uncontemplated, or
otherwise arising from any loan, note, letter of credit,
guaranty, overdraft, or any other duty owned by Borrower to
Bank, now existing or hereafter arising.
F. Other Obligor. The term "Other Obligor" means any person or
entity other than Borrower that is now or hereafter liable,
directly, contingently or otherwise, upon or in connection with
any of the Obligations or that has granted any lien or security
interest to or for the benefit of Bank to secure any of the
Obligations, including, but not limited to, any guarantor,
surety, endorser, or co-maker of any of the Obligations.
G. Term Loan. The term "Term Loan" means any term loan credit
facility extended by Bank to Borrower pursuant to Paragraph
II.A.2. of this Agreement and otherwise in accordance with the
terms of this Agreement.
H. Term Loan Amount. The term "Term Loan Amount" means
$_______________________________________.
II. Basis Terms of the Loan
_X_ A.1. Line of Credit. Subject to the continued compliance of
Borrower with the terms of this Agreement and all other
accompanying Loan documents and the continued absence of any
default by Borrower or any Other Obligor hereunder and
thereunder, Bank may advance to Borrower, for use by Borrower as
hereafter provided, such sums as Borrower may request, but which
shall not exceed in the aggregate at any one time outstanding the
Maximum Line of Credit Amount. Borrower shall not request any
advance of proceeds of the Line of Credit which exceeds the
Maximum Line of Credit Amount or which would cause the aggregate
amount of advances made and outstanding under the Line of Credit
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to exceed the Maximum Line of Credit Amount. Even if the
aggregate amount of advances made and outstanding under the Line
of Credit shall at any time and for any reason exceed the Maximum
Line of Credit Amount, Borrower shall nevertheless be liable for
the entire amount outstanding with interest thereon in accordance
with this Agreement and all accompanying Loan documents, and
Borrower shall be responsible for the observance of, performance
of and compliance with all of the terms, covenants and provisions
hereof and thereof. Each advance shall be in the principal
amount of $5,000.00 or a multiple thereof. Bank shall make all
advances by depositing funds in Borrower's commercial account
number #___________ or such Bank account as may be agreed upon by
Borrower and Bank. Borrower shall use the proceeds of the Line
of Credit only for Short-Term Operating Needs.
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_X_ If this box is marked, within such limitations and subject to
all of the terms and conditions set forth herein and in the other
accompanying Loan documents, Borrower may borrow, repay, and
reborrow funds under the Line of Credit in accordance with the
terms and conditions of this Agreement.
___ If this box is marked, each advance under the Line of Credit
shall be evidenced and repaid with interest in accordance with
the provisions of a promissory note of Borrower to the order of
Bank in form and substance satisfactory to Bank and executed and
delivered by Borrower to Bank as a condition precedent to the
making of such advance.
___ A.2. Term Loan. Subject to the compliance of Borrower with
the terms of this Agreement and all other accompanying Loan
documents and the absence of any default by Borrower or any Other
Obligor hereunder and thereunder, Bank shall advance to Borrower,
for use by Borrower as hereafter provided, the principal sum
equal to the Term Loan amount. Borrower shall use the proceeds
of the Term Loan only for ___________________________________.
B. Advance Procedure. With respect to each advance and all
matters and transactions in connection therewith, Borrower hereby
irrevocably authorizes Bank to accept, rely upon, act upon and
comply with any oral or written instructions, requests,
confirmations and orders of any employee or representative of
Borrower who is so authorized or designated as a signer of loan
documents under the provisions of Borrower's most recent Banking
and Borrowing Resolutions or similar document on file with Bank.
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Borrower acknowledges that the transmission between Borrower and
Bank of any such instructions, requests, confirmations and orders
involves the possibility of errors, omissions, mistakes and
discrepancies and agrees to adopt such internal measures and
operational procedures as may be necessary to protect its
interest. By reason thereof, Borrower hereby assumes all risk of
loss and responsibility for, releases and discharges Bank from
any and all responsibility or liability for, and agrees to
indemnify, reimburse on demand and hold Bank harmless from, any
and all claims, actions, damages, losses, liability and expenses
by reason of, arising out of, or in any way connected with or
related to: (i) Bank's accepting, relying and acting upon,
complying with or observing any such instruction, request,
confirmation or order, or (ii) any such error, omission, mistake,
or discrepancy, provided such error, omission, mistake or
discrepancy is not the result of negligence on the part of Bank.
C. Evidence of Loan; Terms of Repayment. The interest rates on
the Loan and the method of calculating interest upon the Loan,
the term of the loan, the method and times of repayment, and
other conditions pertaining to the repayment of the Loan shall at
the option of Bank be evidenced by Bank's form of promissory note
or as otherwise set forth in appropriate writings between the
parties as determined by Bank. In the absence of a promissory
note or other applicable writing, the Loan shall be deemed to be
payable upon the demand of Bank and shall be deemed to be
otherwise conclusively evidenced by Bank's record of advances of
proceeds of the Loan and Bank's record of receipt of repayments
and other bookkeeping entries reflecting the payment of principal
and interest, and interest shall be deemed to accrue at the
interest rate reflected on Bank's records.
D. Statement of Account. Bank may at any time or from time to
time render a statement or statements of account to Borrower for
the Obligations or any portion thereof. Each such statement
shall be deemed to be correct and conclusively binding on
Borrower unless Borrower notifies Bank to the contrary in writing
within thirty (30) days from the date of any such statement which
Borrower deems to be incorrect.
III. REPRESENTATIONS AND WARRANTIES
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Borrower represents and warrants that:
A. Accuracy. All information, financial statements and data
submitted to Bank by Borrower or any Other Obligor are true,
accurate and complete in all material respects.
B. Authority. Borrower is duly organized and existing in good
standing in the state of its organization, is qualified to do
business and in good standing in all jurisdictions where it
conducts its business, and has all requisite power, authority,
licenses and permits to own its property and carry on its
business, and Borrower shall deliver to Bank a written opinion of
counsel to such effect if requested by Bank. None of the terms
and conditions herein, or of any other agreement executed by
Borrower, are in violation of the charter or by-laws, or other
organizational documents of Borrower, any contractual obligation
Borrower may have with any third party, or any order or decree by
which Borrower is bound, and the execution and delivery of this
Agreement have been duly authorized by appropriate corporate,
company or partnership action, and Borrower shall deliver to Bank
a written opinion of counsel to such effect if requested by Bank.
C. Litigation. No litigation or other proceeding before any
court or administrative agency is pending, or to the knowledge of
Borrower, is threatened against Borrower, the outcome of which
could materially impair Borrower's financial condition or its
ability to carry on its business. Borrower is not the subject of
any pending bankruptcy proceeding nor subject to the continuing
jurisdiction of a bankruptcy court as the result of an approved
plan of reorganization.
D. Addresses. The principal place of business of Borrower and
the books and records relating to Borrower's business and assets
are located at the address(es) set forth in this Agreement.
E. Hazardous Substances. Borrower has never received any
notification, citation, complaint or notice of investigation
relating to the making, storing, handling, generating or
transporting of any materials or substances which under
applicable laws require special handling in collection, storage,
treatment or disposal ("Hazardous Substances"), and Borrower does
not own, make, store, handle, dispose of or transport any
Hazardous Substances in violation of any applicable laws.
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F. ERISA. Borrower and each of its affiliates and subsidiaries
("ERISA Affiliates") which are under common control, or are part
of a controlled group, within the meaning of the Employee
Retirement Income Security act of 1974, as amended ("ERISA"), are
in compliance with all applicable provisions of ERISA with regard
to each of its employee benefit plans (as defined in ERISA)
("Employee Benefit Plans"). Neither a reportable event (as
defined in ERISA) nor prohibited transaction (as defined in
ERISA) has occurred with respect to any Employee Benefit Plan of
Borrower or any ERISA Affiliate. Immediately upon the occurrence
of any such reportable event, Borrower shall promptly furnish to
Bank notice thereof, as filed with the Pension Benefit Guaranty
Corporation ("PBGC"). Neither Borrower nor any ERISA Affiliate
has completely or partially withdrawn from any multiemployer plan
and no such multiemployer plan is in reorganization, all as
provided by ERISA. Borrower and each ERISA Affiliate has met its
minimum funding requirements and has no unfulfilled obligations
under ERISA to contribute to any Employee Benefit Plan. Borrower
shall promptly notify Bank of any assertion by PBGC of liability
of Borrower or any ERISA Affiliate under Title IV of ERISA. The
failure of Borrower to pay within 30 days the amount of any
liability under Title IV of ERISA demanded by PBGC shall
constitute a default hereunder.
G. Taxes. There are no unpaid Federal, State, city, county, or
other taxes owed by Borrower, there are no Federal, State, city,
county or other tax liens presently filed against Borrower, and
there are no outstanding personal property taxes of any kind.
IV. COVENANTS
Borrower covenants that:
A. Legal Costs. Borrower shall pay all costs and expenses,
including attorneys' fees (to the extent not prohibited by law),
incident to the making of the Loan.
B. Further Documents. Borrower shall execute and deliver to
Bank from time to time any instruments or documents and do all
things necessary or convenient to carry into effect the
provisions of this Agreement. Borrower designates Bank or any of
its officers as attorney-in-fact to sign Borrower's name on any
such instruments or documents and to file same as may be
appropriate.
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C. Taxes. Borrower shall pay and discharge, when due, all
taxes, levies, liens, and other charges on all of its assets, and
shall pay promptly, when due, all other taxes, including
withholding taxes.
D. Laws. Borrower shall comply at all times with all laws,
ordinances, rules and regulations of any Federal, State,
municipal or other public authorities having jurisdiction over
Borrower, or any of Borrower's assets, including but not limited
to, ERISA and all laws relating to Hazardous Substances.
E. Name and Location. Borrower shall immediately advise Bank in
writing of the opening of any new place of business or the
closing of any existing places of business, and of any change in
Borrower's name or the location of the places where Borrower's
assets, or books and records pertaining to Borrower's assets, are
kept.
F. Books and Records. Borrower shall maintain such records with
respect to Borrower's assets and the condition (financial and
otherwise) and operation of Borrower's business as Bank may
request from time to time, and shall furnish to Bank such
information with respect to Borrower's assets, account debtors,
and the condition (financial and otherwise) and operation of
Borrower's business including, but not limited to, balance
sheets, operating statements, and other financial information, as
Bank may request from time to time. Borrower shall furnish Bank
or cause to be furnished to Bank such financial information with
respect to any Other Obligor, including, but not limited to,
balance sheets, operating statements, personal financial
statements and other financial information, as Bank may request
from time to time.
G. Reporting Requirements. In addition to such other
information (financial and otherwise) as Bank may require from
time to time, Borrower shall submit to Bank as soon as available
copies of the Federal, State, and local tax returns of Borrower
and shall also submit the following to Bank:
___Monthly Financial Statements. As soon as available and in any
event within fifteen (15) calendar days after the end of each
calendar month, financial statements of Borrower for the
immediately preceding month, in form and detail satisfactory to
Bank prepared in accordance with G.A.A.P.
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_X_Quarterly Financial Statements. As soon as available and in
any event within forty-five (45) calendar days after the end of
each of the first three quarters of each fiscal year of Borrower,
financial statements of Borrower for the immediately preceding
quarter, in form and detail satisfactory to Bank, prepared in
accordance with G.A.A.P. Plus Form 10-Q.
_X_Annual Financial Statements. As soon as available and in any
event within ninety (90) calendar days after the end of each
fiscal year of Borrower, __ compiled __ reviewed _X_ audited
financial statements of Borrower for the immediately preceding
fiscal year, in form and detail satisfactory to Bank, prepared in
accordance with G.A.A.P., by independent certified public
accountants satisfactory to Bank. Plus Form 10-K.
If none of the boxes in this Paragraph IV.G. is marked, Borrower
shall submit to Bank all of the financial statements required
pursuant to this Paragraph, including audited annual financial
statements.
H. Inspection. Bank or any of its representatives may from time
to time inspect, check, make copies of or extracts from the
books, records and files of Borrower, and inspect any of
Borrower's assets wherever located. Borrower shall make same
available at any time for such purposes.
I. Misrepresentation. Borrower shall not make or furnish to
Bank any representation, warranty, or certificate in connection
with or pursuant to this Agreement which is materially false.
J. Insurance. Borrower has and shall maintain insurance on all
of its assets and properties at all times and against hazards,
with companies, in amounts and in form acceptable to Bank.
Borrower shall maintain public liability and property damage
insurance in commercially reasonable amounts, with insurance
companies and upon policy forms acceptable to Bank. Borrower
shall submit to Bank copies of insurance policies and receipts
evidencing payment of the premiums due on same.
K. Further Covenants. Without the prior written consent of
Bank, Borrower shall not: (i) permit or suffer any lien,
security interest, levy or other encumbrance to attach to any
assets of Borrower, except for the liens and encumbrances in
favor of Bank; (ii) make any agreement, compromise, settlement,
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bulk sale, lease or transfer of assets other than in the normal
course of business; (iii) create, incur or assume any liability
for borrowed money, except borrowings from Bank; (iv) assume,
guarantee, endorse or otherwise become liable in connection with
the obligations of any person, firm or corporation, except by
endorsement of instruments for deposit or collection or similar
transactions in the ordinary course of business; (v) enter into
any merger or consolidation, or sell or lease substantially all
of its assets; or (vi) purchase or acquire the obligations or
stock of any person, firm or corporation or other enterprises
whatsoever, other than the direct obligations of the United
States or Bank.
V. EVENTS OF DEFAULT
The following shall constitute a default hereunder:
A. Nonperformance. Default by Borrower in the performance of, or
breach of any provision of warranty of, this Agreement, any other
instrument, agreement or document in connection with any of the
Obligations, or any other instrument, agreement or document of
Borrower with Bank, whether such instrument, agreement or
document presently exists or is hereafter executed; or default by
any Other Obligor in the performance of, or breach of any
provision or warranty of, this Agreement, any other instrument,
agreement or document in connection with any of the Obligations,
or any other instrument, agreement or document of any Other
Obligor with Bank or with any other lending institution, whether
such instrument, agreement or document presently exists or is
hereafter executed;
B. Representations and Warranties. Any warranty,
representation, or statement to Bank by or on behalf of Borrower
or any Other Obligor proving to have been incorrect in any
material respect when made or furnished;
C. Financial Condition. A determination by Bank in good faith,
but in its sole discretion, that the financial condition of
Borrower or any Other Obligor is unsatisfactory; insolvency of
Borrower or any Other Obligor; suspension of business, or
commission of an act amounting to business failure by Borrower or
any Other Obligor; or a determination by Bank in good faith, but
in its sole discretion, that the ability of Borrower or any other
Obligor to pay any of the Obligations is impaired for any reason;
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D. Assignments. Any assignment made by Borrower or any Other
Obligor for the benefit of creditors;
E. Judgements. The entry of any final judgement against Borrower
or any other Obligor for the payment of money in excess of
$5,000;
F. Bankruptcy. Institution of bankruptcy, insolvency,
reorganization or receivership proceedings by or against Borrower
or any Other Obligor in any State or Federal court or the
appointment of a receiver, assignee, custodian, trustee or
similar official under any Federal or State insolvency or
creditors' rights law for any property of Borrower or any Other
Obligor.
G. Extraordinary Acts. A Change of ownership or the sale,
dissolution, merger, consolidation, liquidation or reorganization
of Borrower or any Other Obligor which is a corporation,
partnership or other legal entity;
H. Attachments. The levy upon or attachment of any property of
Borrower or any Other Obligor, or the recordation of any Federal,
State or local tax lien against Borrower or any Other Obligor;
I. Death. Death of Borrower or any Other Obligor who is a
natural person;
J. Additional Collateral. Failure of Borrower or any Other
Obligor to furnish such collateral or additional collateral as
Bank may in good faith request;
K. Cross-Default. The occurrence of any event which is, or
would be with the passage of time or the giving of notice or
both, a default under any indebtedness of Borrower or any Other
Obligor to any person other than Bank;
L. Loss or Damage; Transfer or Encumbrance. Any material loss,
theft or substantial damage, not fully insured for the benefit of
Bank, to any of the assets of Borrower or any Other Obligor, or
the transfer or encumbrance of any material part of the assets of
Borrower or any Other Obligor other than in the ordinary course
of business of such Borrower or Other Obligor; or
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M. Financial Information. The failure of Borrower or any Other
Obligor to furnish Bank such financial information as Bank may
require from time to time.
VI. REMEDIES
A. Specific Rights and Remedies. In addition to all other rights
and remedies provided by law and the Loan documents, Bank, upon
the occurrence of any default, may: (i) accelerate and call due
the unpaid principal balance and any promissory note evidencing
the Loan, and all accrued interest and other sums due as of the
date of default; (ii) impose the default rate of interest
provided in any promissory note evidencing any of the Obligations
with or without acceleration; (iii) file suit against Borrower or
against any Other Obligor; (iv) seek specific performance or
injunctive relief to enforce performance of the Obligations,
whether or not a remedy at law exists or is adequate; (v) cease
making advances or extending credit to Borrower and stop and
retract the making of any advance which may have been requested
by Borrower; and (vi) reduce the Maximum Line of Credit Amount.
B. Costs of Collection. Upon the occurrence of any default,
Bank shall be entitled to recover from Borrower attorney's fees
equal to fifteen percent (15%) of the unpaid balance of the
Obligations at the time of default (to the extent not prohibited
by law), plus court costs and other expenses which may be
incurred by Bank in the enforcement or attempted enforcement of
its rights hereunder, whether against any third party, Borrower,
or any Other Obligor. Expenses recoverable from Borrower shall,
(to the extent not prohibited by law), include costs of
collection including salaries, out-of-pocket travel, living
expenses and the hiring of agents, consultants, accountants, or
otherwise. All sums of money thus expended shall be repayable by
Borrower to Bank on demand.
C. Offset. Upon the occurrence of any default, Bank is
authorized to charge the sum then due to Bank against any and all
monies held by or on deposit with Bank on account of Borrower or
its affiliates, and to offset any amounts against any demand or
depository accounts which Borrower, or its affiliates, may have
with Bank and to enforce such other remedies as may be available
at law or in equity, without necessity of election.
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D. Alternative Remedies. Bank may exercise its rights and
remedies hereunder either alternatively or concurrently with its
rights under any and all other agreements among or between Bank
and Borrower or any Other Obligor and shall have the full right
to realize upon any available collateral security for any of the
Obligations, collecting on the same or instituting proceedings in
connection therewith, until Bank receives payment in full of all
amounts owing to Bank under any of its agreements with Borrower,
including principal, interest, costs and expenses, and costs of
enforcement or attempted enforcement of this or any other
agreement among or between Bank and Borrower or any Other
Obligor.
VII. GENERAL PROVISIONS
A. Continuity and Termination. This Agreement shall become
effective immediately and remain in effect so long as any
Obligation of Borrower to Bank is outstanding and unpaid. This
Agreement may be terminated by Borrower upon actual delivery of
written notice to Bank of such intention, and payment in full of
all then existing Obligations; provided, however, that such
notice and payment shall in no way affect, and this Agreement
shall remain fully operative with respect to, any Obligations, or
commitments which may become Obligations, entered into between
Borrower and Bank prior to receipt of such notice or payment,
whichever is later.
B. Other Documents. The Obligations are or shall be evidenced
by notes, security agreements, guaranties, addenda, or other
documents which are separate agreements and may be negotiated by
Bank without releasing Borrower or any Other Obligor. Without
limitation of the foregoing, Borrower may have executed and
delivered to Bank a Commercial Finance Addendum and/or a
Financial Covenants Addendum which modify and supplement this
Agreement and Borrower's obligations hereunder. This Agreement
specifically incorporates by reference all of the language and
provisions of such notes, security agreement, guaranties, addenda
or other documents. Borrower consents to any extension of time
for payment of any Obligations. If there is more than one
Borrower or Other Obligor, the obligation of each of them shall
be primary, joint and several.
C. Remedies Cumulative. All rights, remedies and powers of Bank
hereunder are irrevocable and cumulative, and not alternative or
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exclusive, and shall be in addition to all other rights, remedies
and powers of Bank whether in or by any other instruments,
agreements or any laws, including, but not limited to, the
Uniform Commercial Code, now existing or hereafter enacted.
D. Loans and Advances. Nothing contained herein shall be
construed as obligating Bank to make any particular loan or
advance to Borrower, and Borrower is not relying upon Bank to
make or continue to make advances for any purpose whatsoever.
All such loans or advances remain within the discretion of Bank.
E. Non-Waiver. No indulgence or delay on the part of Bank in
exercising any power, privilege or right hereunder or under any
other agreement executed by Borrower to Bank in connection
herewith shall operate as a waiver thereof. No single or partial
exercise of any power, privilege or right shall preclude other or
further exercise thereof, or the exercise of any other power,
privilege or right.
F. Governing Law; Severability. This Agreement shall be
construed and governed by the laws of the State of Maryland. If
any part of this Agreement shall be adjudged invalid or
unenforceable as of any term of court, then such partial
invalidity or unenforceability shall not cause the remainder of
this Agreement to be or become invalid or unenforceable, and if a
provision hereof is held invalid or unenforceable in one or more
of its applications, that provision shall remain in effect in all
valid or enforceable applications that are severable from the
invalid or unenforceable application or applications.
G. Litigation. In the event of any litigation with respect to
this Agreement, the promissory note(s) or other agreements
evidencing and/or securing the Obligations, or any other document
or agreement applicable thereto, Borrower waives all defenses
(including the defense of statue of limitations). Borrower
agrees that any proceeding to enforce or construe this Agreement
may be brought in any State or Federal court in Maryland, agrees
that Borrower is subject to service of process under Section 6-
103 of the Courts and Judicial Proceedings Article of the
Annotated Code of Maryland, and agrees to accept such service as
is authorized by such statute and prescribed in the Maryland
Rules of Procedure.
H. Construction. All accounting terms not otherwise defined in
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this Agreement shall be interpreted in accordance with G.A.A.P.
The captions in this Agreement are inserted only as a matter of
convenience and for reference and in no way define, limit or
describe the scope of this Agreement nor the intent of any
provision hereof. If this Agreement is signed by two or more
parties as Borrowers, the term "Borrower" shall mean each and
every party signing this Agreement as a Borrower. The use of
the singular herein may also refer to the plural, and vice
versa, and the use of the neuter or any gender shall be
applicable to any other gender or the neuter.
I. Assignment. None of the parties shall be bound by any
assignment not expressed in writing. This Agreement shall inure
to and be binding upon the heirs, personal representatives,
successors, and assigns of Borrower and Bank, and the terms
"Borrower" and "Bank" shall include and mean, respectively, the
successors and assigns of Borrower and Bank.
J. Demand. If any of the Obligations are payable on demand,
demand therefore may be made at any time, without notice, and
without regard to whether a default has occurred.
K. Time. Time is of the essence of all Obligations.
VIII. ADDITIONAL COVENANTS
In addition to the other terms and conditions herein, Borrower
represents, warrants and covenants that: (add any additional loan
covenants; if none, so state)
Borrower's
Initials
/s/ JKL, TLK See attached Financial Covenants Addendum
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WAIVER OF TRIAL BY JURY. Borrower and Bank agree that any suit,
action, or proceeding, whether claim or counterclaim, brought or
instituted by or against either party hereto or any successor or
assign of either party on or with respect to this Agreement or
any other Loan document or which in any relates, directly or
indirectly, to the Obligations or any event, transaction or the
dealings of the parties with respect thereto, shall be tried only
by a court and not by a jury. Borrower and Bank hereby expressly
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waive any right to a trial by jury in any such suit, action, or
proceeding. Borrower and Bank acknowledge and agree that this
provision is a specific and material aspect of this Agreement
between the parties and that Bank would not extend the Loan to
Borrower if this waiver of jury trial provision were not a part
of this Agreement.
IN WITNESS WHEREOF, and intending to be legally bound hereby,
Borrower has executed this Agreement under seal as of the day and
year first above written, at Baltimore, Maryland.
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Witness or Attest*
*Note: Attestation of a corporate officer's capacity to sign by
another corporate officer is required in all corporate
transactions.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ PharmaKinetics Laboratories, Inc.
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(Signature) (Name of Organization)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Seal)
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(Authorized Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and CEO
----------------------------------
(Print Name and Title)
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Seal)
----------------------
(Authorized Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, VP and CFO
---------------------------
(Print Name and Title)
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------
(Street Address)
16
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
(City-State-Zip)
-------------------------------
(Telephone) (Facsimile)
--------------------------------
(Federal Tax Identification No.)
If Borrower is an individual he or
Witness she should sign below)
________________________ _______________________(Seal)
(Signature) (Signature)
_________________________ ___________________________________
(Print Name) (Print Name)
___________________________________
(Street Address)
___________________________________
(City-State-Zip)
___________________________________
(Telephone) (Facsimile)
___________________________________
(Social Security Number)
Accepted at Baltimore, Maryland as
of the date thereof:
The First National Bank of Maryland
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ (Seal)
--------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
-----------------------------
(Print Name and Title)
The undersigned Other Obligors acknowledge and consent to the
17
terms and provisions of the foregoing Agreement, including the
terms and provisions of the Agreement that provide for multiple
loan advances.
Witness or Attest: _____________________________
(Name of Organization)
___________________________ By:_________________________(Seal)
(Signature) (Authorized Signature)
___________________________ __________________________________
(Print Name) (Print Name)
If Other Obligor is an individual
he or she should sign below:
____________________________ _____________________________(Seal)
(Signature) (Signature)
____________________________ ___________________________________
(Print Name) (Print Name)
