Exhibit 4.4
Date:
March 13, 2009
$500,000.00
THIRD AMENDED AND RESTATED
REVOLVING NOTE
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”), 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, in two payments as follows: (i) on July
31, 2010, one-half of the then outstanding aggregate unpaid
principal amount and (ii) on July 31, 2011, the then remaining
aggregate unpaid principal amount, 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.
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.
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 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. Subject to the forgoing, Borrower may, at its
option, pay and prepay repeatedly hereunder at any time prior to
July 31, 2011. Notwithstanding the foregoing, this Note may
be extended beyond the terms set forth herein 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.
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.
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 deemed to have been payments in reduction of principal and not
on account of the interest due hereunder.
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.
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.
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
any extension or postponement of the time of payment or any other
indulgence, to any substitut
