REVOLVING NOTE
$20,000,000 Chicago, Illinois
June 18, 1997
FOR VALUE RECEIVED, on or before June 18, 2000 (or, if such day is not
a Business Day, on the next following Business Day), the undersigned, K-V
PHARMACEUTICAL COMPANY, a Delaware corporation; PARTICLE DYNAMICS, INC., a New
York corporation; and ETHEX CORPORATION, a Missouri corporation, jointly and
severally (herein, collectively and together with their successors and assigns,
called "Borrowers"), promise to pay to the order of LASALLE NATIONAL BANK, a
national banking association (herein, together with its successors and assigns,
called the "Bank"), the maximum principal sum of TWENTY MILLION and 00/100
DOLLARS ($20,000,000) or, if less, the aggregate unpaid principal amount of all
Revolving Loans made by Bank to the undersigned pursuant to that certain Loan
Agreement of even date herewith between Borrowers and Bank (herein, as the same
may be amended, modified or supplemented from time to time, called the "Loan
Agreement") as shown in Bank's records.
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 such rates 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 135 South LaSalle Street, Chicago, Illinois 60603; or at
such other place as may be designated by Bank to the Borrower in writing.
This Note is the Revolving 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.
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.
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The liability of each Borrower under this Note in general shall be
joint and several, and each reference herein to the Borrowers shall be deemed to
refer to each such Borrower. In furtherance and not in limitation of Bank's
rights and remedies hereunder or at law, Bank may proceed under this Note
against any one or more of the Borrowers in its absolute and sole discretion for
any of Borrowers' Liabilities or any other liability or obligation of the
Borrowers arising hereunder.
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.
ATTEST: K-V PHARMACEUTICAL COMPANY, a
Delaware Corporation
By: /s/ John P. Walsh
Assistant Secretary
Borrower's Address: By: /s/ Gerald R. Mitchell
Title: Vice-President, Finance
2503 South Hanley
St. Louis, Missouri 63144-2555
ATTEST: PARTICLE DYNAMICS, INC.,
a New York corporation
By: /s/ John P. Walsh
Secretary
Borrower's Address: By: /s/ Gerald R. Mitchell
Title: Vice-President
2503 South Hanley
St. Louis, Missouri 63144-2555
ATTEST: ETHEX CORPORATION, a
Missouri corporation
By: /s/ John P. Walsh
Secretary
Borrower's Address: By: /s/ Gerald R. Mitchell
Title: Vice-President
2503 South Hanley
St. Louis, Missouri 63144-2555
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