PROMISSORY NOTE
U.S. $22,000,000.00 New York, New York
As of July 31, 1997
FOR VALUE RECEIVED, XXX LABORATORIES, L.P. (the "Borrower"), a Delaware
limited partnership, with its principal place of business at 0000 Xxxx Xxxxxx
Xxxxxxxxx Xxxxx, Xxxx, Xxxxxxxxxx, 00000, hereby promises to pay to LIPHA
AMERICAS, INC. (the "Lender"), a Delaware corporation, with its principal
office at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, in the lawful money
of the United States of America ("Dollars" or "US $"), on the Maturity Date
(as hereinafter defined), (i) the principal amount of Twenty Two Million
Dollars (US $22,000,000.00), and (ii) during each Interest Period (as
hereinafter defined) until the Maturity Date, interest on the outstanding
principal amount hereof at a rate per quarter equal to the Applicable Federal
Short-Term Rate (as hereinafter defined) for such Interest Period, payable
quarterly in arrears. The term "Applicable Federal Short-Term Rate" shall mean
the Federal short-term rate (within the meaning of Section 1274(d)(1)(C) of
the Internal Revenue Code of 1986, as amended, or any successor provision
thereto) which the Internal Revenue Service announces from time to time shall
apply during a calendar month, based on a quarterly period for compounding.
The term "Interest Period" shall mean, initially, the period from and
including the date hereof to but excluding the first day of the next calendar
month, and thereafter, the period from and including the next calendar day
following the expiration of the prior Interest Period to but excluding the
first day of the subsequent calendar month. The term "Maturity Date" shall
mean July 31, 1999.
The Borrower hereby waives presentment, demand for payment, notice of
dishonor and any and all other notices or demands in connection with the
delivery, acceptance, performance, default or enforcement of this Note and
hereby consents to any waivers or modifications that may be granted or
consented to by the holder of this Note.
In the event that any holder shall institute any action for the
enforcement or the collection of this Note, there shall be immediately due and
payable, in addition to the unpaid balance hereof, all late charges, and all
costs and expenses of such action, including attorneys' fees. Borrower waives
the right to interpose any setoff, counterclaim or defense of any nature or
description whatsoever.
Xxxxxxxx agrees that its liability hereunder is absolute and
unconditional without regard to the liability of any party and that no delay
on the part of the holder hereof in exercising any power or right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any power or right hereunder preclude other or further exercise thereof or the
exercise of any other power or right.
The Borrower may, at its option, prepay the principal under this Note in
whole at any time or in part from time to time, without premium or penalty,
but with interest accrued on the principal being prepaid to the date of
prepayment.
This Note shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
XXX LABORATORIES, L.P.
By Xxx Laboratories, Inc., its general partner
By /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President and Chief Executive Officer
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