TERM NOTE
|
$20,000,000
|
November
2, 2007
|
LEV
PHARMACEUTICALS, INC.,
a
Delaware corporation, and LEV
DEVELOPMENT CORP.,
a
Delaware corporation (each a “Borrower”
and
collectively, the “Borrowers”),
hereby jointly and severally promise to pay to the order of Mast Credit
Opportunities I Master Fund Limited (“Lender”),
at
the place and time provided fro in that certain Term Loan Agreement, dated
as of
November 2, 2007 as such agreement may be amended, modified, renewed or extended
from time to time (“Credit
Agreement”),
by
and among the Borrowers, the lenders from time to time party thereto (the
“Lenders”),
and
Mast Capital Management, LLC as administrative agent and collateral agent (the
“Agent)
or
earlier as provided for in the Credit Agreement, the lesser of the principal
sum
of
TWENTY
MILLION AND 00/100 DOLLARS ($20,000,000.00)
or
the
aggregate unpaid principal amount of all Term Loans to the Borrowers from the
Lender pursuant to the terms of the Credit Agreement, in lawful money of the
United States of America in immediately available funds, and to pay interest
from the date thereof on the principal amount hereof from time to time
outstanding, in like funds, at the place provided in the Credit Agreement,
at a
rate or rates per annum and, in each case, and payable on such dates as
determined pursuant to the terms of the Credit Agreement. Capitalized terms
used
herein and not defined herein shall have the meanings ascribed to them in the
Credit Agreement.
The
Borrowers jointly and severally promise to pay interest, on demand, on any
overdue principal and fees and, to the extent permitted by law, overdue interest
from their due dates at a rate or rates determined as set forth in the Credit
Agreement.
The
Borrowers hereby waive diligence, presentment, demand, protest and notice of
any
kind whatsoever. The non-exercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any
subsequent instance.
This
Term
Note evidences the Term Loans made by the Lenders to the Borrowers under the
Credit Agreement and is one of the Term Notes referred to in the Credit
Agreement, which, among other things, contains provisions for the acceleration
of the maturity hereof upon the happening of certain events, for optional and
mandatory prepayment of the principal hereof prior to the maturity hereof and
for the amendment or waiver of certain provisions of the Credit Agreement,
all
upon the terms and conditions therein specified. THIS TERM NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL
FOR
THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
IN
WITNESS WHEREOF,
each of
the undersigned has executed this Term Note under seal as of the date first
set
forth above.
LEV
PHARMACEUTICALS, INC.
By:
/s/ Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Chief Executive Officer
LEV
DEVELOPMENT CORP.
By:
/s/ Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Chief Executive Officer
