TERM NOTE
$3,500,000 Chicago, Illinois
June 24, 1997
FOR VALUE RECEIVED, the undersigned, K-V PHARMACEUTICAL COMPANY, a
Delaware corporation (herein, together with its successors and assigns, called
the "Borrower"), promises to pay to the order of LASALLE NATIONAL BANK, a
national banking association (herein, together with its successors and assigns,
called the "Bank"), the principal sum of THREE MILLION FIVE HUNDRED THOUSAND
DOLLARS ($3,500,000), plus interest at the rate of Eight and 53/100 Percent
(8.53%) per annum, payable in monthly installments commencing June 18, 1997 of
principal of NINETEEN THOUSAND FOUR HUNDRED FORTY-FOUR AND 44/100 DOLLARS
($19,444.44), plus interest as described below, on the last Business Day of each
month through May, 2002, with a final payment of the entire principal balance
outstanding, plus accrued and unpaid interest, hereunder due on June 18, 2002.
This Note is made pursuant to that certain Loan Agreement dated June 18, 1997
between the Borrower, Particle Dynamics, Inc., a New York corporation, ETHEX
Corporation, a Missouri corporation, and Bank (herein, as the same may be
amended, modified or supplemented from time to time, called the "Loan
Agreement").
The Borrower further promises to pay to the order of Bank interest on
the aggregate unpaid principal amount hereof from time to time outstanding from
the date hereof until paid in full at the Fixed Rate described above and at such
times as shall be determined in accordance with the provisions of the Loan
Agreement. Accrued interest shall be payable on the dates specified in the Loan
Agreement.
Payments of both principal and interest are to be made in the lawful
money of the United States of America in immediately available funds at Bank's
principal office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at
such other place as may be designated by Bank to the Borrower in writing.
This Note is the Term Note referred to in, evidences indebtedness
incurred under, and is subject to the terms and provisions of, the Loan
Agreement. The Loan Agreement, to which reference is hereby made, sets forth
said terms and provisions, including those under which this Note may or must be
paid prior to its due date or may have its due date accelerated. Terms used but
not otherwise defined herein are used herein as defined in the Loan Agreement.
This Note is further secured by those certain Missouri Future Advance
Deed of Trust and Security Agreements and those certain Assignment of Rents and
Leases, each of even date herewith made by Borrower to Bank, encumbering the
1
property commonly known as 10876 Metro Court and 00000 Xxxxx Xxxxx, each as
legally described therein.
In addition to, and not in limitation of, the foregoing and the
provisions of the Loan Agreement hereinabove referred to, the Borrower further
agrees, subject only to any limitation imposed by applicable law, to pay all
expenses, including attorneys' fees and expenses, incurred by the holder of this
Note in seeking to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise.
All parties hereto, whether as makers, endorsers or otherwise,
severally waive presentment, demand, protest and notice of dishonor in
connection with this Note.
This Note is binding upon the undersigned and its successors and
assigns, and shall inure to the benefit of Bank and its successors and assigns.
This Note is made under and governed by the laws of the State of Illinois
without regard to conflict of laws principles.
K-V PHARMACEUTICAL COMPANY, a
Delaware corporation
ATTEST:
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Assistant Secretary Title: Vice-President, Finance
Xxxxxxxx's Address:
0000 Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000-2555
2
