EdgarFiling





EXHIBIT 10.1


 





 


 


March 15, 2021


 


 


Psychemedics Corporation


289 Great Road


Acton, MA 01720


Attn: Andrew Limbek


 


 


Re:Conditional Waiver


 


 


Dear Mr. Limbek


 


Reference is made to that certain
Master Loan and Security Agreement No. 26928-70000 dated as of March 19, 2014 (as amended, modified or supplemented from time to
time, the “Master Loan Agreement”) between Banc of America Leasing & Capital, LLC (“BALC”)
and Psychemedics Corporation (the “Company”). The Master Loan Agreements, collectively with all exhibits, addenda,
Equipment Notes, certificates, riders and other documents and instruments executed and delivered to BALC in connection therewith,
which evidence, secure, guaranty, or relate to the Master Loan Agreement, are collectively referred to as the “Equipment
Finance Documents.” Capitalized terms not otherwise defined herein shall have the meanings ascribed them in the Equipment
Finance Documents.


 


The Master Loan Agreement includes
(through an Addendum thereto) financial covenants applicable to the Company. As you know, the Company was not in compliance with
certain of the financial covenants set forth in the Master Loan Agreement. Specifically, the Company was not in compliance with
the Minimum EBITDA of $1 applicable to the Company for the fiscal period ended December 31, 2020 (the “Covenant Breach”).
The Covenant Breach resulted in the occurrence of an Event of Default under the Equipment Finance Documents (the “Specified
Event of Default”). The Company has asked that BALC waive the Specified Event of Default.


 


Subject to the terms of this letter,
BALC hereby agrees to waive the Specified Event of Default, for the period ending December 31, 2020 only (the “Waiver”);
provided, however, that, as a condition to, and in consideration of, BALC providing the Waiver, the Company shall
execute and deliver to BALC the amendments to the Master Loan Agreement delivered to the Company simultaneously herewith, which
amendment revises the financial covenants set forth in the Master Loan Agreement (the “Amendment”).


 


This letter does not constitute,
except as expressly provided herein, a consent to any action of the Company under the Equipment Finance Documents or a waiver of
any right, power or remedy of BALC under the Equipment Finance Documents, nor constitute a waiver of any other provision of the
Equipment Finance Documents. Except as expressly provided herein, BALC reserves all of its rights and remedies available in respect
of the Equipment Finance Documents and under applicable law. By signing below, the Company hereby acknowledges and agrees that
each and every term and condition of the Equipment Finance Documents is hereby ratified and confirmed and shall remain in full
force and effect, without waiver or modification, except as expressly provided herein, and that nothing contained or implied herein
shall be construed as a future consent or waiver of any other term or condition contained in the Equipment Finance Documents.


 


This letter and the waiver contained herein
shall not apply to any of the Notes that BALC has assigned to a third party unless such third party has approved or consented to
the terms of this letter.


 






     


     


    

Please sign below to signify your
acknowledgment, acceptance and approval of the terms of this letter agreement and return this letter agreement, together with an
executed copy of the Amendment, to my attention no later than March 23, 2021. Failure to return a countersigned copy of this letter
and the executed Amendment on or before the date indicated above shall nullify the Waiver contained herein and, under such circumstances,
BALC may, in its sole and absolute discretion, choose to exercise its rights and remedies under the terms of the Equipment Finance
Documents and applicable law.


 


 





	 	 Very truly yours,


 


BANC OF AMERICA LEASING & CAPITAL, LLC


 


 


 


By 


Name: Shawn Coffee


Title: VICE PRESIDENT






 


 


 


 


 


ACKNOWLEDGED, ACCEPTED AND AGREED TO THIS 19th DAY
OF March , 2021


 


Psychemedics Corporation


 


By: 


Name: Andrew Limbek


Title: VP, Controller


 


 


 


 


 


 



     


     


    

 





	


Bank of America


Banc of America Leasing & Capital, LLC

 


	Amendment Number 002


to Master Loan and Security Agreement No. 26928-70000

 





 


 


This Amendment Number 002 (this “Amendment”)
is made as of this 23rd day of March, 2021, to Master Loan and Security Agreement No. 26928-70000 dated as of March 19, 2014 (together
with all addenda, amendments, notes, schedules, and riders thereto, the “Agreement”), between Banc of America
Leasing & Capital, LLC (“Lender”) and Psychemedics Corporation (“Borrower”).


 


W I T N E S S E T H:


 


WHEREAS, Lender and the Borrower are parties to the
Agreement, which includes that certain Addendum to Master Loan and Security Agreement that adds certain financial covenants to
the Agreement (the “Addendum”); and


 


WHEREAS, Lender and Borrower desire to amend certain
provisions of the Agreement (and, in particular, provisions in the Addendum) as set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the mutual covenants
and premises as hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


 


		1.	The Agreement is hereby amended by deleting the following sentence in Sections 1.c.(2)(ii) to the
Addendum as follows:



 


“Other Covenants: maintain (1) minimum quarterly EBITDA of (ii) $225,000,
for the fiscal quarter ending March 31, 2021”


 


		2.	Sections 1.c.(2)(ii) to the Addendum is hereby amended by replacing deleted sentence in bullet 1 above with the following sentence:

                                                                                 

                                                                                “Other Covenants: maintain (1) minimum quarterly EBITDA of (ii) $1, for the fiscal quarter ending March 31, 2021”




 


		3.	Except as amended hereby, the Agreement (and the Addendum) shall remain in
full force and effect and is in all respects hereby ratified and affirmed. To the extent that the provisions of this Amendment
conflict with the provisions of the Agreement, the provisions of this Amendment shall control. Capitalized terms not otherwise
defined herein shall have the meanings ascribed them in the Agreement (including the Addendum).



 


		4.	This Amendment shall apply to all Equipment Notes now existing (except any
Equipment Notes that Lender has assigned to a third party unless such third party has approved or consented to this Amendment)
or hereafter entered into under the Agreement.



 


 


IN WITNESS WHEREOF, the parties, each by its duly authorized officer or agent,
have duly executed and delivered this Amendment, which is intended to take effect as a sealed instrument, as of the day and year
first written above.


 


	Psychemedics Corporation (Borrower)	 	Banc of America Leasing & Capital, LLC (Lender)
	 

                                                                      
By: 


Name: Andrew Limbek


Title: VP, Controller

	 	 

                                                   

                                                  By: 

                                                  Name: Shawn Coffee 

                                                  Title: Vice President