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Exhibit 10.2
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Date: January 26, 2009
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$500,000.00
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SECOND AMENDED AND
RESTATED
REVOLVING NOTE
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For value received IGI
Laboratories, Inc. (f/k/a IGI, Inc.), a Delaware corporation with
an address of 105 Lincoln Avenue, Buena, New Jersey 08310
("Borrower"), promises to pay to the order of Pinnacle Mountain
Partners, LLC, a New Hampshire limited liability company, with an
address of 206 Pinnacle Road, South Lyndeborough, New Hampshire
03082 (together with its successors and assigns, "Lender"), on July
31, 2009, the principal amount of Five Hundred Thousand Dollars and
Zero Cents ($500,000.00), or if less, such amount as may be the
aggregate unpaid principal amount of all loans or advances made by
Lender to Borrower pursuant hereto, together with interest from the
date hereof on the unpaid principal balance of such amounts from
time to time outstanding until paid in full, all in accordance with
the terms of the Loan and Security Agreement dated January 29, 2007
(as amended from time to time, the "Loan and Security Agreement").
The aggregate principal balance outstanding shall bear interest
thereon at a per annum rate equal to Eight and One-Half Percent
(8.5%). All accrued and unpaid interest shall be payable monthly in
arrears on the first of each month, commencing on March 1,
2007.
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Principal and interest shall
be payable at Lender's address above or at such other place as
Lender may designate in writing, in immediately available funds in
lawful money of the United States of America without set-off,
deduction or counterclaim. Interest shall be calculated on the
basis of actual number of days elapsed in a 360-day year.
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This Note is a revolving
note and, subject to the foregoing and in accordance with the
provisions hereof and of any and all other agreements between
Borrower and Lender related hereto, Borrower may, at its option,
borrow, pay, prepay and reborrow repeatedly hereunder at any time
prior to July 31, 2009; provided, however, that in any event the
principal balance outstanding hereunder shall at no time exceed the
face amount of this Note. Notwithstanding the foregoing, this Note
may be extended beyond July 31, 2009, for an additional term by the
written agreement of the parties. This Note shall continue in full
force and effect until all obligations and liabilities evidenced by
this Note are paid in full and Lender is no longer obligated to
extend financial obligations to Borrower, even if, from time to
time, there are no amounts outstanding with respect to this
Note.
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Any payments received by
Lender on account of this Note shall, at Lender's option, be
applied first to accrued and unpaid interest; second, to the unpaid
principal balance hereof; third, to any costs, expenses or charges
then owed to Lender by Borrower; and the balance to escrows, if
any.
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If pursuant to the terms of
this Note, Borrower is at any time obligated to pay interest on the
principal balance at a rate in excess of the maximum interest rate
permitted by applicable law for the loan evidenced by this Note,
the applicable interest shall be immediately reduced to such
maximum rate and all previous payments in excess of the maximum
rate shall be
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deemed to have been payments in reduction of principal and not
on account of the interest due hereunder.
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Borrower represents to
Lender that the proceeds of this Note will not be used for
personal, family or household purposes or for the purpose of
purchasing or carrying margin stock or margin securities within the
meaning of Regulations U and X of the Board of Governors of the
Federal Reserve System, 12 C.F.R. Parts 221 and 224.
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Borrower and each endorser
and guarantor hereof grant to Lender a continuing lien on and
security interest in any and all assets of Borrower unencumbered as
of September 30, 2006, as further set forth in the Loan and
Security Agreement.
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No delay or omission on the
part of Lender in exercising any right hereunder shall operate as a
waiver of such right or of any other right of Lender, nor shall any
delay, omission or waiver on any one occasion be deemed a bar or
waiver of the same or any other right on any future occasion.
Borrower and every endorser or guarantor of this Note, regardless
of the time, order or place of signing, waives presentment, demand,
protest, notice of intent to accelerate, notice of acceleration and
all other notices of every kind in connection with the delivery,
acceptance, performance or enforcement of this Note and assents
to
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