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EXHIBIT 10.1
FIRST AMENDMENT TO PROMISSORY NOTE
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FIRST AMENDMENT TO PROMISSORY NOTE dated as of the 12th day of November,
1998 by and between RAYMOND C. KUBACKI, JR. ( "Kubacki") and PSYCHEMEDICS
CORPORATION (the "Company").
WHEREAS, Kubacki and the Company entered into a Promissory Note dated
November 12, 1997, (the "Note") in the original principal amount of Two Hundred
Eleven Thousand Two Hundred Thirty-two Dollars ($211,232.00); and
WHEREAS, the Company has agreed to extend the repayment of $199,500.00 of
the principal balance of the Note; and
WHEREAS, Kubacki's obligations under the Note are secured by a pledge of
shares of Common Stock of the Company pursuant to a Pledge Agreement dated
November 12, 1997 (the "Pledge Agreement");
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENT. (a) The Note is hereby amended by deleting the first three
paragraphs thereof and inserting in lieu thereof the following:
"FOR VALUE RECEIVED, the undersigned RAYMOND C. KUBACKI, JR. hereby
promises to pay to the order of PSYCHEMEDICS CORPORATION, a Delaware
corporation (the "Company"), in accordance with and subject to the terms
and conditions set forth herein, on or before November 12, 1999, the
principal sum of ONE HUNDRED NINETY-NINE THOUSAND FIVE HUNDRED DOLLARS
($199,500), or so much thereof as may from time to time be outstanding, and
to pay interest on the unpaid portion of such principal amount at the rate
of 4.82 % PER ANNUM until such principal amount and all accrued unpaid
interest thereon shall have been paid.
Interest accrued on the unpaid balance of principal from time to time
outstanding shall be payable together with payment of principal. Each
payment made under this Note shall be applied first to interest then due
and then to principal.
This Note is secured by a pledge of certain shares of Common Stock of
the Company owned by the undersigned more particularly described in the
Pledge Agreement dated November 12, 1997 (the "Pledge Agreement") by and
between the undersigned and the Company. The Pledge Agreement is intended
to provide additional security to the Company for the obligations of the
undersigned under this Note and is not intended to limit in any way the
obligations of the undersigned under this Note which is a full recourse
obligation of the undersigned."
(b) All references in the Pledge Agreement to the Note shall be deemed to
refer to the Note, as modified and amended hereby.
2. RATIFICATION. (a) The terms and provisions of the Note, as modified
and amended hereby, are hereby ratified and confirmed by Kubacki in all respects
and the
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Note shall remain in full force and effect in accordance with its terms as so
modified and amended.
(b) The obligations of Kubacki to repay to the Company all indebtedness
under the Note, as modified and amended hereby, and to pay and perform all of
its other obligations to the Company are and will continue to be secured by the
Pledge Agreement and the Company is and will continue to be entitled to the
benefit of all of the rights and remedies thereunder.
(c) Nothing herein is intended or shall be construed so as to discharge,
release, terminate, or otherwise limit or modify any indebtedness, obligations,
or liabilities of Kubacki or any collateral security therefor.
3. MISCELLANEOUS. This First Amendment to Promissory Note shall be
governed by the laws of the Commonwealth of Massachusetts, shall be construed as
a sealed instrument, and shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns.
Executed as a sealed instrument as of the date set forth above.
PSYCHEMEDICS CORPORATION
By: /s/ Peter Monson
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Peter Monson, Vice President
/s/ Raymond C. Kubacki, Jr.
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Raymond C. Kubacki, Jr.
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