EXHIBIT 10.4
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REVOLVING LOAN PROMISSORY NOTE
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$12,5000.000.00 February 23, 2001
FOR VALUE RECEIVED, the undersigned, SUPERIOR PHARMACEUTICAL COMPANY, an Ohio
corporation (the "Company"), promise to pay to the order of THE CIT
GROUP/BUSINESS CREDIT, INC. (herein "Lender") the Lender under a certain
Financing and Security Agreement of even date herewith among Lender, the Company
and XxXxxxxx.xxx, Inc., a Delaware corporation (herein the "Financing
Agreement") at Lender's office located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, in lawful money of the United States of America and in immediately
available funds, the principal amount of Twelve Million Five Hundred Thousand
and 00/100 Dollars ($12,500,000.00), or such other principal amount advanced
pursuant to Section 3, Paragraph 1 of the Financing Agreement. The balance of
such Revolving Loans will fluctuate as a result of the daily application of the
proceeds of collections of the Accounts and the making of additional Revolving
Loans as described in Section 3. The Revolving Loans may be borrowed, repaid and
reborrowed by the Company. A final payment in an amount equal to the outstanding
aggregate balance of principal and interest remaining unpaid, if any, under this
Revolving Loan promissory Note as shown on the books and records of the Lender
shall be due and payable upon any termination of the financing Agreement.
All capitalized terms used herein shall have the meaning provided therefore in
the Financing Agreement, unless otherwise defined herein.
The Company further promises to pay interest at such office, in like money, on
the unpaid principal amount owing hereunder from time to time from the date
hereof on the dates and at the rates specified in Section 8 of the Financing
Agreement.
If any payment on this Revolving Loan Promissory Note becomes due and payable on
a day other than a business Day, the maturity thereof shall be extended to the
next succeeding Business Day, and with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
This Revolving Loan promissory note is the Revolving Loan promissory Note
referred to in the Financing Agreement, and is subject to, and entitled to, all
provisions and benefits thereof and is subject to optional and mandatory
prepayment, in whole or in part, as provided herein.
The date and amount of the advances(s) made hereunder may be recorded on the
schedule which is attached hereto and hereby made part of this Revolving Loan
Promissory Note or the separate ledgers maintained by the Lender, provided that
any failure to record any such information on such schedule shall not in any
manner affect the obligation of the Company to make payments of principal and
interest in accordance with the terms of this Revolving Loan Promissory Note.
The aggregate unpaid principal amount of all advances made pursuant hereto may
be set forth in the balance column on said schedule or such ledgers maintained
by the Lender. All such advances, whether or not so recorded, shall be due as
part of this Revolving Loan Promissory Note.
The Company confirms that any amount received by or paid to the Lender in
connection with the Financing Agreement and/or any balances standing to its
credit on any of its accounts on the Lender's books under the Financing
agreement may in accordance with the terms of the financing Agreement be applied
in reduction of this Revolving Loan Promissory note, but no balance or amounts
shall be deemed to effect payment in whole or part of this Revolving Loan
Promissory note unless the Lender shall have actually charged such account or
accounts for the prose of such reduction or payment of this Revolving Loan
Promissory note.
Upon the occurrence of any one or more of the Events of Defaults specified in
the Financing Agreement or upon termination of the Financing Agreement, all
amounts then remaining unpaid on this Revolving Loan Promissory Note may become,
or be declared to be, immediately due and payable as provided in the Financing
Agreement.
The Company and any and all guarantor, sureties and endorsers jointly and
severally waive grace, demand, presentment for payment, notice of dishonor or
default, notice of intent to accelerate, notice of acceleration, protest and
diligence in collecting.
This Revolving Loan Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York and the applicable federal
laws of the United States.
Executed under seal of the date first set forth above.
Superior Pharmaceutical Company
By: /s/ C. Xxxxxx Xxxxxx
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Print: C. Xxxxxx Xxxxxx
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