EXHIBIT 10.9
REVOLVING CREDIT NOTE
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August 11, 1998 $20,000,000.00
Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned, OMEGA PROTEIN CORPORATION, a
Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation,
(collectively, the "Company"), promises to pay to the order of SUNTRUST BANK,
SOUTH FLORIDA, NATIONAL ASSOCIATION, a national banking association (the
"Lender"), in immediately available funds in lawful money of the United States
of America, on the sooner of (i) the Commitment Termination Date, as defined in
the Credit Agreement (as herein defined), or (ii) the acceleration of this
indebtedness as herein provided, the lesser of (i) the principal sum of TWENTY
MILLION AND NO/100 Dollars ($20,000,000.00) or (ii) so much thereof as shall
have been from time to time disbursed in accordance with the Credit Agreement
and not theretofore repaid, as shown on the grid schedule attached hereto, at
the main office of SunTrust Bank, South Florida, National Association, or any
successor Lender, as defined in the Credit Agreement, or at such other place as
the holder hereof may designate by notice in writing to the Company.
In addition to principal, the Company agrees to pay interest on the
principal amounts disbursed hereunder from time to time from the date of each
disbursement until paid at such rates of interest and upon such dates as
provided in the Credit Agreement.
This Revolving Credit Note (this "Note") is the Note defined in, and
evidences Advances incurred pursuant to, that certain Revolving Credit
Agreement, dated as of August 11, 1998, by and among the Company and the Lender
(as amended, restated, modified and supplemented from time to time, the "Credit
Agreement"). Reference hereby is made to the Credit Agreement for a full and
complete description of such terms and conditions, including, without
limitation, the circumstances under which the maturity of this Note may or will
be accelerated and the unpaid balance and all accrued and unpaid interest shall
become due and payable. Unless otherwise defined herein, all capitalized terms
used in this Note shall have the same meanings as set forth in the Credit
Agreement. This Note is and remains secured by certain personal property of the
Company and its Subsidiaries pursuant to the Security Documents executed as of
August 11, 1998, to which reference is made for a full description of the
collateral securing this Note.
The Lender, upon the occurrence and during the continuance of any
Event of Default, shall have a right of set-off against any deposit balances of
the Company in the possession of the Lender, and the Lender may apply the same
against payment of this Note or any other indebtedness of the Company to the
Lender. The payment of any indebtedness evidenced by this Note shall not affect
the enforceability of this Note as to any future, different or other
indebtedness evidenced hereby. In the event the indebtedness evidenced by this
Note is collected by legal action or through an attorney at law, the Lender
shall be entitled to recover from the Company all costs of collection including
reasonable attorneys' fees actually incurred.
The Company acknowledges that the actual crediting of the amount of
any Advance under the Credit Agreement to an account of the Company or payment
under a Letter of Credit Obligation to an account of the Company or any
Guarantor or recording such amount on the grid schedule attached hereto shall,
in the absence of manifest error, constitute presumptive evidence of such
Advance or payment. Such account records or grid schedule shall constitute, in
the absence of manifest error, presumptive evidence of principal amounts
outstanding and repayments made under this Note and the Credit Agreement, at any
time and from time to time, provided that the failure of the Lender to record on
the grid schedule or in such account records the amount of any Advance or
payment shall not affect the obligation of the undersigned to repay such amount,
together with interest thereon, in accordance with this Note and the Credit
Agreement.
Failure or forbearance of the Lender to exercise any right hereunder,
or otherwise granted by the Credit Agreement or by law, shall not affect or
release the liability of the Company hereunder, and shall not constitute a
waiver of such right unless so stated in writing by such of the Lenders as are
required under the Credit Agreement to effect such waiver. THIS NOTE SHALL BE
DEEMED TO BE MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY, THE LAWS OF THE STATE OF FLORIDA. TIME IS OF THE ESSENCE OF THIS NOTE.
PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY
WAIVED.
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Executed under hand and seal in _____________, _____________, on the
11 day of August, 1998.
OMEGA PROTEIN CORPORATION,
a Nevada corporation
By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Executive Vice-President
Attest:
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Name:
Title:
[CORPORATE SEAL]
OMEGA PROTEIN, INC., a Virginia corporation
By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Vice-President
Attest:
--------------------------------
Name:
Title:
[CORPORATE SEAL]
STATE OF GEORGIA )
COUNTY OF XXXXXX ) ss:
I HEREBY CERTIFY that on July 2, 1998, before me, an officer duly
authorized in the State of Georgia, County of Xxxxxx to take acknowledgments,
personally appeared XXXXXX X. XXXXXXXX OF ____________________________, Texas to
me known to be the Executive Vice President and Chief Financial Officer of OMEGA
PROTEIN CORPORATION and OMEGA PROTEIN, INC., the corporations which executed the
within Promissory Note dated July 2, 1998 in the maximum principal amount of
$20,000,000.00, and he acknowledged to me that he executed the Note on behalf of
said corporations as the Executive Vice President and Chief Financial Officer
thereof.
_____________________________________________
Signature of Notary Public - State of Georgia
_____________________________________________
Notary Public, State of Georgia
Personally Known ____________________________
Produced Identification______________________
Type of Identification_______________________
