EXHIBIT 10.22
EXHIBIT 10.22
PROMISSORY NOTE
$700,000.00 Dated: June 29, 1995
FOR VALUE RECEIVED, UNIGENE LABORATORIES, INC., a Delaware
corporation authorized to do business in the State of New Jersey (the
"Undersigned") promises to pay the order of JAY LEVY, WARREN P. LEVY and RONALD
S. LEVY jointly (the "Lender"), at their offices at 110 Little Falls Road,
Fairfield, New Jersey, the sum of SEVEN HUNDRED THOUSAND and 00/100
($700,000.00) DOLLARS or so much thereof as may be advanced hereunder from time
to time but not in excess of Seven Hundred Thousand and 00/100 ($700,000.00)
Dollars in the aggregate at any point in time (hereinafter referred to as the
"Principal") in lawful money of the United States of America with interest,
calculated on the basis of a 360 day year, for the actual number of days
involved, on the unpaid balance from the date of this Promissory Note ("Note")
at the rate set forth hereafter until paid.
The rate of interest on the SEVEN HUNDRED THOUSAND and 00/100
($700,000.00) DOLLARS shall be at the Merrill Lynch Margin Loan Rate as
announced from time to time.
annum.
Payment of Principal shall be made upon demand but in any event not
later than February 10, 1997. Interest only will be payable monthly in arrears
on the first day of each month commencing October 1, 1995.
1. As security for the payments of monies owing hereon, the undersigned
has delivered to Lender a Security Agreement (the "Security Agreement")
respecting its assets and equipment located at its leased business premises at
83 Fulton Street, Boonton, New Jersey (the "Secured Assets").
2. The Undersigned agrees with the Lender hereof:
(a) to claim no deduction upon the assessed value of such
Secured Assets on account of the monies owing hereon;
(b) to pay all taxes, assessments, or other governmental
charges levied or assessed against the Secured Assets as the same shall become
due and payable unless same are being contested in good faith in which event,
the same shall, if requested, be paid to Lender;
(c) to keep the Secured Assets insured for the benefit of the
Lender hereof against damage or loss by fire and such other hazards as the
Lender hereof shall specify, by insurers and in amounts reasonable approved by
the Lender hereof, and to deliver such policy or policies of insurance to the
Lender hereof; and
(d) to keep the Secured Assets in good repair and in a
condition satisfactory to the Lender hereof.
The Undersigned further agrees that, should default be made
with regard to the above agreements, the Lender, at its option, may pay such
amount or amounts and the amount so paid shall be added to the amount owing
hereunder and shall be due and payable on demand, with interest at the rate set
forth above.
3. This Note, at the option of the Lender hereof, shall become
immediately due and payable in full in the event of any of the following:
(a) ten (10) days' default in any payment of interest due on
this Note;
(b) default in the payment of principal due on this Note;
(c) the Undersigned shall (i) apply for or consent to the
appointment of a receiver, trustee or liquidator of the Undersigned for all or a
substantial part of its properties or assets, (ii) admit in writing its
inability to pay its debts as they mature, (iii) make a general assignment for
the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, or (v)
file a voluntary petition in bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation law or statute, or an answer
admitting the material allegations of a petition filed against it in any
proceeding under any such law or if corporation action shall be taken by the
Undersigned for the purpose of effecting any of the foregoing; or
(d) an order, judgment or decree shall be entered, without the
application, approval or consent of the Undersigned by any Court of competent
jurisdiction, approving or seeking reorganization of the Undersigned or of all
of a substantial part of the properties or assets of the Undersigned, or
appointing a receiver, trustee or liquidator of the Undersigned and such order,
judgment or decree shall continue unstayed and in effect for any period of
forty-five (45) days or more;
(e) failure of the Undersigned to comply with the terms and
conditions of the Security Agreement of even date herewith given by the
Undersigned as Borrower to the Lender as Secured Party, or failure by the
Undersigned to comply with the terms and conditions of the Loan Agreement or of
any document collateral to this transaction;
(f) any default by the Undersigned in any payment of principal
or interest due on any other note or obligation of the Undersigned to Lender; or
(g) a default is made in the repayment of any mortgage
indebtedness with regard to the premises which the undersigned owns and in which
the Secured Assets are located.
4. Any notice provisions contained in the Loan Agreement or the
Security Agreement shall also apply hereunder.
5. Presentment, dishonor and notice of dishonor are hereby waived.
6. Upon nonpayment of this Note at its stated or accelerated maturity,
the Lender may, in addition to such other and further rights and remedies
provided by law, or by the Security Agreement referred to above:
(a) collect interest from the date of such maturity on the
principal balance owing hereon at the interest rate(s) set forth herein;
(b) hold as security for the payment hereof any other property
heretofore or hereafter delivered by the Undersigned into the custody, control
or possession of the Lender for any reason or purpose whatsoever.
7. If the Lender of the Note has not received the full amount of
payment of interest due by the end of the ten (10) calendar days after the date
it is due and payable, a late charge of five (5%) percent of the overdue payment
shall be immediately due and payable, which charge shall be for the purpose of
defraying expenses incident to handling such delinquent payments. This charge
shall be in addition to, and not in lieu of, any other remedy Lender may have
and is in addition to Lender's right to collect reasonable fees and charges of
any agents or attorneys which Lender employs in connection with any non-payment
or other event of default. Acceptance by the Lender of payment of a late charge
shall in no way be considered to be an election of remedies or waiver by the
Lender of rights at law or under this Note, or the Security Agreement. Such late
charges if not previously paid shall become part of the indebtedness evidenced
hereby, and shall, at the option of the Lender, be added t o any succeeding
monthly payment due under this Note. Failure to pay such late charges with such
succeeding monthly payment shall constitute an event of default and such late
charges shall bear interest at the default rate as hereafter provided from the
date due.
8. Upon the occurrence of an event of default (including, without
limitation, the failure of Borrower to pay any sum herein specified when due),
the unpaid principal sum evidenced by this Note together with all accrued and
unpaid interest thereon, and all other sums evidenced and/or secured by the Note
and the Security Agreement, Loan Agreement and other loan documents given in
connection herewith shall bear interest at a rate per annum referred to as the
Default Rate, which shall be equal to a lesser of: (x) the highest rate of
interest permitted to be contracted for under the laws of the State, or (y) the
interest rate first set forth plus five (5%) percent per annum. The Default Rate
shall be in lieu of any other interest rate otherwise applicable and shall
commence, without notice, immediately upon and from the occurrence of any such
event of default effective as of the due date of the payment in default and
shall continue until all defaults are cured and all sums then due and payable
under the Note and other loan documents are paid in full.
9. Borrower shall have the right to prepay this Note in full or in part
at any time.
10. If this Note is referred to an attorney for collection, the
Undersigned agrees that reasonable attorney's fees shall be added to such amount
and shall be payable thereon.
11. This Note is binding on the Undersigned, its successors and
assigns.
12. If there are any inconsistencies between the Note and the Security
Agreement, the terms of the Security Agreement shall prevail.
IN WITNESS WHEREOF, the Undersigned has executed this Note on the date
first above written.
Attest: Unigene Laboratories, Inc.
________________________________ By ________________________
Ronald S. Levy, Secretary Warren P. Levy, President