EXHIBIT 10.54
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CITIZENS BANK OF MASSACHUSETTS
REVOLVING CREDIT NOTE
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$20,000,000.00
March 2, 2004
For value received, Able Laboratories, Inc., a corporation duly
organized and existing under the laws of
The State of Delaware and having a
principal place of business at 6 Hollywood
Court, South Plainfield, NJ 07080
(the "Borrower") hereby promises to pay to
the order of Citizens Bank of
Massachusetts, a Massachusetts banking
corporation (the "Lender"), at the office
of the Lender located at 28 State Street,
Boston, Massachusetts 02109 or at such
other address as the holder hereof may
designate, the principal sum of TWENTY
MILLION DOLLARS ($20,000,000.00 ), or the
aggregate unpaid principal amount of
all advances made by the Bank to the
Borrower pursuant to the terms of the
Credit Agreement of even date by and
between the Borrower, Citizens Bank of
Massachusetts, as Administrative Agent (the
"Agent") and the Lenders thereto,
whichever is less, in lawful money of the
United States of America in
immediately available funds. Capitalized
terms used herein that are not defined
shall have the same meanings assigned to
such terms in the Credit Agreement. The
Bank is entitled to the benefit and
security of the Credit Agreement and all of
the Related Agreements referred to therein.
Reference is hereby made to the
Credit Agreement, the terms of which are
incorporated herein by reference, for a
statement of all of the terms and
conditions under which Advances under the
Revolving Credit Facility evidenced by,
among other things, this Note, are made
and are to be repaid. If any advances are
made during the period from the date
hereof until the Commitment Termination
Date (as such date may be extended, in
writing, from time to time, in the Bank's
sole and absolute discretion), unless
an Event of Default, occurs, the Borrower
may borrow, repay and reborrow as
provided in the Credit Agreement, provided
that all outstanding principal plus
accrued and unpaid interest shall be paid
in full on the Commitment Termination
Date. This Revolving Credit Note evidences
the Commitment of the Lender under
the Credit Agreement.
The outstanding principal of all Advances shall accrue interest
at
the variable rate selected by the Borrower
from the interest rate options set
forth in the Credit Agreement as either a
Prime Rate Loan or a LIBOR Rate Loan
in accordance with the terms and conditions
of the Credit Agreement. The
Borrower shall make periodic payments of
interest on the unpaid principal
balance hereof on each Interest Payment
Date in accordance with the Credit
Agreement.
Interest shall be computed on the basis of a three hundred
sixty
(360) day year and actual days elapsed.
Upon the occurrence of an Event of
Default, or after maturity, or after
judgment has been rendered on this
Revolving Credit Note, at the option of the
Agent, the Borrower's right to
select pricing options shall cease and the
unpaid balance of the Revolving
Credit Note shall accrue interest at a rate
equal to the Default Rate as set
forth in the Credit Agreement. Time is of
the essence hereof. If the entire
amount of any required principal and/or
interest is not paid in full within ten
(10) days after the same is due, the
Borrower shall pay to the Agent a late fee
equal to five percent (5%) of the required
payment, with a minimum late charge
of $35.00. The date and amount of each
Advance under the Revolving Credit
Facility made by the Agent to the Borrower,
the rates of interest applicable
thereto and each payment made on account of
the principal thereof shall be
recorded by the Agent on its books.
The Borrower may prepay this Note, or portions thereof, subject
to
the prepayment provisions as provided in
the Credit Agreement. The Credit
Agreement also sets forth terms and
conditions governing the Borrower's right to
elect to convert or to renew the principal
of this Note into another type of
Loan.
If, at any time, the aggregate principal amount of all Advances
outstanding under this Note shall exceed
the Maximum Amount, the Borrower shall
immediately prepay so much of the
outstanding
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principal balance, together with accrued
interest on the portion of principal so
prepaid, as shall be necessary in order
that the unpaid principal balance, after
giving effect to such prepayments, shall
not be in excess of the Maximum Amount.
All payments, including any prepayments as set forth above,
shall,
at the option of the Agent, be applied
first to the payment of all costs and
expenses incurred by the Agent arising out
of the loan transaction evidenced by
this Note for which the Borrower is
responsible pursuant to the Credit Agreement
and which have not been paid or reimbursed
to the Agent, then to accrued
interest on the unpaid principal due under
this Note, and the balance on account
of the principal due under this Note. All
payments shall be in lawful money of
the United States of America in immediately
available funds.
Upon the happening of any Event of Default, as defined in the
Credit
Agreement, other than an Event of Default
described in Sections 9.1(g) or 9.1(h)
of the Agreement, the Agent may (i) declare
the then outstanding principal of
this Note and all interest accrued thereon
and all applicable late and other
charges and all other liabilities and
obligations of the Borrower to the Agent
to be immediately due and payable,
whereupon the same shall become immediately
due and payable, and/or (ii) terminate any
obligation of the Agent and Lender to
make Advances under the Credit Agreement,
all of the foregoing without
presentment or demand for p
