exv10w48





Exhibit 10.48




NON-REVOLVING PROMISSORY NOTE




$7,000,000.00




August 13, 2010




Unilife Cross Farm LLC

637 Lowther Road

Lewisberry, PA 17339

(Hereinafter referred to as the “Borrower”)




Univest National Bank and Trust Co.

14 N. Main Street

P.O. Box 64197

Souderton, PA 18964-0197

(Hereinafter referred to as the “Bank”)




Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at
its office indicated above or wherever else Bank may specify, the sum of up to Seven Million and
No/100 Dollars ($7,000,000.00) or such sum as may be advanced and outstanding from time to time,
with interest on the unpaid principal balance at the rate and on the terms provided in this
Promissory Note (including all renewals, extensions or modifications hereof, this “Note”).



INTEREST RATE DEFINITIONS.




PRIME RATE. The term “Prime Rate”, as provided herein, shall mean the rate announced by
the Bank from time to time as its prime rate, which is not necessarily the lowest rate of interest
charged by Lender.



INTEREST RATE TO BE APPLIED. Interest Rate. Interest shall accrue on the unpaid principal balance
of this Note from the date hereof at a floating rate of interest, fixed on the first day of each
month, at a rate equal to the greater of (i) the Prime Rate plus one-half percent (0.5%), or (ii)
three and three quarters percent (3.75%), per annum (the “Interest Rate”).



DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (defined
herein) occurs and as long as a Default continues, all outstanding Obligations in Bank’s discretion
shall bear interest at the Interest Rate plus 2% (“Default Rate”). The Default Rate shall
also apply from acceleration until the Obligations or any judgment thereon are paid in full, except
as otherwise required by law.



INTEREST COMPUTATION. (Actual/360). Interest shall be computed on the basis of a 360-day year for
the actual number of days in the interest period (“Actual/360 Computation”). The
Actual/360 Computation determines the annual effective interest yield by taking the stated
(nominal) interest rate for a year’s period and then dividing said rate by 360 to determine the
daily periodic rate to be applied for each day in the interest period. Application of the
Actual/360 Computation produces an annualized effective interest rate exceeding that of the nominal
rate.


 


 









 





REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of accrued
interest on the 15th day of each month, beginning on September 15, 2010, until fully
paid. Principal payments shall be due and payable upon receipt of proceeds (the “Proceeds”)
received by Borrower and/or Unilife Corporation (the “Suretor”) in connection with a construction
loan currently contemplated to be made by Metro Bank and guaranteed by the United Stated Department
of Agriculture (USDA), such principal payments to be in an amount equal to the Proceeds received by
Borrower and/or Suretor. In any event, and notwithstanding anything contained herein to the
contrary, this Note shall be due and payable in full, including all principal and accrued interest,
on February 13, 2011, the maturity date of this Note.



RESCISSION OF PAYMENTS. If any payment received by Bank under this Note or the other Loan Documents
is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened
action, the returned payment shall remain payable as an obligation of all Persons liable under this
Note or the other Loan Documents as though such payment had not been made.



LOAN AGREEMENT; LOAN DOCUMENTS; OBLIGATIONS. This Note is subject to the terms and conditions of
that certain Non-Revolving Credit and Security Agreement between Bank and Borrower dated as of the
date hereof, as the same may be modified and amended from time to time (the “Loan
Agreement”). All capitalized terms not otherwise defined herein shall have such meaning as
assigned to them in the Loan Agreement. The term “Obligations” used in this Note refers to
any and all indebtedness and other obligations under this Note, all other obligations and
Indebtedness as defined in the respective Loan Documents, all other obligations of Borrower or any
guarantor of Borrower owed to Bank, and all obligations under any swap agreements as defined in 11
U.S.C. Section 101 between Bank and Borrower whenever executed.



LATE CHARGE. In the event any of payments of principal and interest in whole or in part are
fifteen (15) days beyond their due date, Borrower shall pay Bank a “late charge” equal to $500.00
or five percent (5.00%) of the amount due on the due date, whichever is less. The Borrower
acknowledges that the late charge imposed herein represents a reasonable estimate of the expenses
of Bank incurred because of such lateness.



Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a
waiver of Bank’s right to collect such late charge or to collect a late charge for any subsequent
late payment received.



ATTORNEYS’ FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank’s reasonable expenses
incurred to enforce or collect any of the Obligations, including, without limitation, reasonable
arbitration, paralegals’, attorneys’ and experts’ fees and expenses, whether incurred without the
commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any
appellate or bankruptcy proceeding.


 


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USURY. Regardless of any other provision of this Note or other Loan Documents, if for any reason
the effective interest should exceed the maximum lawful interest, the effective interest shall be
deemed reduced to, and shall be, such maximum lawful interest, and (i) the amount which would be
excessive interest shall be deemed applied to the reduction of the principal balance of this Note
and not to the payment of interest, and (ii) if the loan evidenced by this Note
has been or is thereby paid in full, the excess shall be returned to the party paying same, such
application to the principal balance of this Note or the refunding of excess to be a complete
settlement and acquittance thereof.



BORROWER’S ACCOUNTS. Borrower grants Bank a security interest in all of Borrower’s existing or
future deposit accounts with Bank and any of its affiliates to secure the Obligations.



EVENTS OF DEFAULT. An “Event of Default” shall exist if any one or more of the following events
shall occur (individually, an “Event of Default,” and collectively, “Events of
Default”): Nonpayment; Nonperformance. The failure of timely payment or performance of the
Obligations under this Note. Event of Default Under Other Loan Documents. The occurrence of any
Event of Default under any of the other Loan Documents. Expiration, Revocation or Termination of
Commitment Letter. The expiration, termination or revocation of one or more of the commitment
letters from Metro Bank to the Borrower dated March 19, 2010, as amended on May 10, 2010 and July
21, 2010.



REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default, Bank may at any time
thereafter, take the following actions: Bank Lien and Set-off. Exercise its right of set-off or
to foreclose its security interest or lien against any account of any nature or maturity of
Borrower with Bank without notice. Acceleration Upon Default. Accelerate the maturity of this
Note and all other Obligations, and all of the Obligations shall be immediately due and payable.
Cumulative. Exercise any rights and remedies as provided under the Note and other Loan Documents,
or as provided by law or equity.



CREDIT ADVANCES. This is a non-revolving credit note and the principal amount shall be advanced in
accordance with the terms of the Loan Agreement.



CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A POWER OF AUTHORITY FOR ANY ATTORNEY
TO CONFESS JUDGMENT AGAINST BORROWER. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT
AGAINST BORROWER, THE BORROWER, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE
COUNSEL FOR BORROWER AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY KNOWINGLY,
INTENTIONALLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE BORROWER HAS OR MAY
HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF
THE UNITED STATES OF AMERICA, COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE INCLUDING, WITHOUT
LIMITATION, A HEARING PRIOR TO GARNISHMENT AND ATTACHMENT OF THE BORROWER’S BANK ACCOUNT AND OTHER
ASSETS. BORROWER ACKNOWLEDGES AND UNDERSTANDS THAT BY ENTERING INTO THIS NOTE CONTAINING A
CONFESSION OF JUDGMENT CLAUSE THAT BORROWER IS VOLUNTARILY AND KNOWINGLY GIVING UP ANY AND ALL
RIGHTS THAT BORROWER HAS OR MAY HAVE TO NOTICE AND A HEARING BEFORE JUDGMENT CAN BE ENTERED AGAINST
BORROWER AND BEFORE THE BORROWER’S ASSETS, INCLUDING, WITHOUT LIMITATION, ITS BANK ACCOUNTS, MAY BE
GARNISHED, LEVIED, EXECUTED UPON AND/OR ATTACHED. BORROWER UNDERSTANDS THAT ANY SUCH
GARNISHMENT, LEVY, EXECUTION AND/OR ATTACHMENT SHALL RENDER THE PROPERTY GARNISHED, LEVIED,
EXECUTED UPON OR ATTACHED IMMEDIATELY UNAVAILABLE TO BORROWER. IT IS SPECIFICALLY ACKNOWLEDGED BY
BORROWER THAT THE BANK HAS RELIED ON THIS WARRANT OF ATTORNEY AND THE RIGHTS WAIVED BY BORROWER
HEREIN IN RECEIVING THIS NOTE AND AS AN INDUCEMENT TO GRANT FINANCIAL ACCOMMODATIONS TO THE
BORROWER.


 


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If an Event of Default occurs under this Note or any other Loan Documents, Borrower hereby
authorizes and empowers any attorney of any court of record or the prothonotary or clerk of any
county in the Commonwealth of Pennsylvania, or in any jurisdiction where permitted by law or the
clerk of any United States District Court, to appear for Borrower in any and all actions which may
be brought hereunder and enter and confess judgment against the Borrower or any of them in favor of
the Bank for such sums as are due or may become due hereunder or under any other Loan Documents,
together with costs of suit and actual collection costs including, without limitation, reasonable
attorneys’ fees equal to 15% of the Obligations and Indebtedness then due and owing but in no event
less than $5,000.00, with or without declaration, without prior notice, without stay of execution
and with release of all procedural errors and the right to issue executions forthwith. To the
extent permitted by law, Borrower waives the right of inquisition on any real estate levied on,
voluntarily condemns the same, authorizes the prothonotary or clerk to enter upon the writ of
execution this voluntary condemnation and agrees that such real estate may be sold on a writ of
execution; and also waives any relief from any appraisement, stay or exemption law of any state now
in force or hereafter enacted. Borrower further waives the right to any notice and hearing prior
to the execution, levy, attachment or other type of enforcement of any judgment obtained hereunder,
including, without limitation, the right to be notified and heard prior to the garnishment, levy,
execution upon and attachment of Borrower’s bank accounts and other property. If a copy of this
Note verified by affidavit of any officer of the Bank shall have been filed in such action, it
shall not be necessary to file the original thereof as a warrant of attorney, any practice or usage
to the contrary notwithstanding. The authority herein granted to confess judgment shall not be
exhausted by any single exercise thereof, but shall continue and may be exercised from time to time
as often as the Bank shall find it necessary and desirable and at all times until full payment of
all amounts due hereunder and under any other Loan Documents. The Bank may confess one or more
judgments in the same or different jurisdictions for all or any part of the obligations arising
hereunder or under any other Loan Documents to which Borrower or any obligor for any reason, the
Bank is hereby authorized and empowered to again appear for and confess judgment against Borrower
for any part or all of the obligations owing under this Note and/or for any other liabilities, as
herein provided.



WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan
Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of
any Event of Default shall operate as a waiver of any other Event of Default or the same Event of
Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising
any right, power, or remedy under this Note and other Loan Documents shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.


 


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Each Borrower or any other Person liable under this Note waives presentment, protest, notice of
dishonor, demand for payment, notice of intention to accelerate maturity, notice of acceleration
of maturity, notice of sale and all other notices of any kind. Further, each agrees that Bank may
extend, modify or renew this Note or make a novation of the loan evidenced by this Note for any
period and grant any releases, compromises or indulgences with respect to any collateral securing
this Note, or with respect to any Borrower or any Person liable under this Note or other Loan
Documents, all without notice to or consent of any Borrower or any Person who may be liable under
this Note or other Loan Documents and without affecting the liability of Borrower or any Person who
may be liable under this Note or other Loan Documents.



MISCELLANEOUS PROVISIONS. Assignment. This Note and other Loan Documents shall inure to the
benefit of and be binding upon the parties and their respective heirs, legal representatives,
successors and assigns. Bank’s interests in and rights under this Note and other Loan Documents are
freely assignable, in whole or in part, by Bank. Borrower shall not assign its rights and interest
hereunder without the prior written consent of Bank, and any attempt by Borrower to assign without
Bank’s prior written consent is null and void. Any assignment shall not release Borrower from the
Obligations. Applicable Law; Conflict Between Documents. This Note and other Loan Documents shall
be governed by and construed under the laws of the state where Bank first shown above is located as
shown in the heading of this Note without regard to that state’s conflict of laws principles. If
the terms of this Note should conflict with the terms of the Loan Documents, the terms of this Note
shall control. Severability. If any provision of this Note or of the other Loan Documents shall
be prohibited or invalid under applicable law, such provision shall be ineffective but only to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or
the remaining provisions of this Note or other such document. Plural; Captions. All references in
the Loan Documents to Borrower, Guarantor, Person, document or other nouns of reference mean both
the singular and plural form, as the case may be. The captions contained in the Loan Documents are
inserted for convenience only and shall not affect the meaning or interpretation of the Loan
Documents. Binding Contract. Borrower by execution of and Bank by acceptance of this Note agree
that each party is bound to all terms and provisions of this Note. Entirety. This Note and the
other Loan Documents delivered in connection herewith and therewith embody the entire agreement
between the parties and supersede all prior agreements and understandings relating to the subject
matter hereof and thereof. Posting of Payments. All payments received during normal banking hours
after 2:00 p.m. local time at the office of Bank first shown above shall be deemed received at the
opening of the next banking day. Unless otherwise permitted by Bank, any repayments of this Note,
other than immediately available U.S. currency, will not be credited to the outstanding loan
balance until Bank receives collected funds. Fees and Taxes. Borrower shall promptly pay all
documentary, intangible recordation and/or similar taxes on this transaction whether assessed at
closing or arising from time to time, together with any interest and/or penalties relating thereto.
Business Purpose. Borrower represents that the loan evidenced hereby is being obtained for
business purposes.


 


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IN WITNESS WHEREOF, Borrower, as of the day and year first above written, has caused this Note to
be executed under seal.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	UNILIFE CROSS FARM LLC, by its sole member,	 	 
	 	 	 	 	 	 	UNILIFE CORPORATION	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 
	 
	Attest:
	 	 /s/ J. Christopher Naftzger	 	 	 	By:	 	/s/ R. Richard Wieland	 	 
	

	 	 
	 	 
	 	 	 	 

	 	 
	 	 	Name: J. Christopher Naftzger	 	 	 	 	 	Name: R. Richard Wieland	 	 
	 	 	Title:   Secretary	 	 	 	 	 	Title:   Executive VP and CFO	 	 






[Corporate Seal]


 


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The undersigned surety acknowledges and agrees to the terms of this Note. Further, the undersigned
acknowledges and agrees that, upon the occurrence of an Event of Default, including, without
limitation, the failure to make any principal or interest payment when due, the Bank shall be
permitted to set-off or to foreclose its security interest or lien against any account of any
nature or maturity of the undersigned with Bank without notice.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	UNILIFE CORPORATION	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:
	 	/s/ J. Christopher Naftzger	 	 	 	By:	 	/s/ R. Richard Wieland	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 	 	Name: J. Christopher Naftzger	 	 	 	 	 	Name: R. Richard Wieland	 	 
	 	 	Title:   Secretary	 	 	 	 	 	Title:   President	 	 






[Corporate Seal]


 


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