REVOLVING NOTE
$22,500,000.00 New York, New York
February 9, 2006
For value received, the undersigned, Interpharm, Inc., a New York
corporation (the "Borrower"), hereby promises to pay on the earlier of the
Maturity Date or the Termination Date under the Credit Agreement (defined
below), to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the "Lender"),
acting through its Xxxxx Fargo Business Credit operating division, at its office
at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at any other place
designated at any time by the holder hereof, in lawful money of the United
States of America and in immediately available funds, the principal sum of
Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000.00) or the
aggregate unpaid principal amount of all Revolving Advances made by the Lender
to the Borrower under the Credit Agreement (defined below) together with
interest on the principal amount hereunder remaining unpaid from time to time,
computed on the basis of the actual number of days elapsed and a 360-day year,
from the date hereof until this Note is fully paid at the rate from time to time
in effect under the Credit and Security Agreement dated the same date as this
Note (the "Credit Agreement") by and between the Lender and the Borrower. The
principal hereof and interest accruing thereon shall be due and payable as
provided in the Credit Agreement. This Note may be prepaid only in accordance
with the Credit Agreement.
This Note is issued pursuant, and is subject, to the Credit Agreement,
which provides, among other things, for acceleration hereof. This Note is the
Revolving Note referred to in the Credit Agreement. This Note is secured, among
other things, pursuant to the Credit Agreement and the Security Documents as
therein defined, and may now or hereafter be secured by one or more other
security agreements, mortgages, deeds of trust, assignments or other instruments
or agreements.
The Borrower shall pay all costs of collection, including reasonable
attorneys' fees and legal expenses if this Note is not paid when due, whether or
not legal proceedings are commenced.
Presentment or other demand for payment, notice of dishonor and protest
are expressly waived.
INTERPHARM, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Chief Financial
Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
On the 9th day of February, in the year 2006, before me personally
came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and
say that he resides in _________________________________________; that he is the
Chief Financial Officer of Interpharm, Inc., the corporation described in and
which executed the above instrument; and that he signed his name thereto by
authority of the board of directors of said corporation.
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Notary Public
