EXHIBIT 10.1.2
REVOLVING NOTE
$35,000,000.00 Atlanta, Georgia
October 16, 1997
FOR VALUE RECEIVED, the undersigned, SEROLOGICALS CORPORATION, a Delaware
corporation (the "Borrower") hereby unconditionally promises to pay to the order
of NATIONSBANK, N.A., formerly known as NationsBank, N.A. (South) and prior to
that, NationsBank of Georgia, National Association (the "Lender"), at its office
at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 or at such other address as may
be specified by the Lender to the Borrower, the principal sum of THIRTY-FIVE
MILLION AND 00/100 DOLLARS ($35,000,000.00), or such lesser amount as may be the
aggregate principal amount outstanding of all Revolving Loans made by the Lender
to the Borrower pursuant to, and in accordance with the terms of, the Credit
Agreement.
The Borrower agrees to pay principal at said office, in like money, from
time to time on the dates and at the times specified in the Credit Agreement.
The Borrower further agrees to pay interest at said office, in like money, on
the unpaid principal amount owing hereunder from time to time on the dates and
at the rates and at the times specified in the Credit Agreement.
The date and amount of each Revolving Loan made by the Lender to the
Borrower under the Credit Agreement, and each payment of principal thereof,
shall be recorded by the Lender on its books and, prior to any transfer of this
Note, endorsed by the Lender on Schedule I attached hereto; provided, however,
that the failure of the Lender to make any such recordation or endorsement shall
not affect the obligation of the Borrower to make a payment when due of any
amount owing under this Note. Any such recordations or endorsements made by the
Lender on its books or this Note shall be conclusive and binding on the Borrower
absent manifest error.
This Note is the "Revolving Note" referred to in that certain Second
Amended and Restated Credit Agreement dated as of October 16, 1997 (as amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), by and among the Borrower and the Lender, and is subject to, and
entitled to, all provisions and benefits thereof. Capitalized terms used herein
and not defined herein shall have the respective meanings given to such terms in
the Credit Agreement. The Credit Agreement, among other things, (a) provides
for the making of Revolving Loans by the Lender to the Borrower from time to
time in an aggregate amount not to exceed at any time outstanding the Dollar
amount first above mentioned, (b) permits the prepayment of the Revolving Loans
by the Borrower subject to certain terms and conditions and (c) provides for the
acceleration of the Revolving Loans upon the occurrence of certain specified
events.
This Note is secured by the Collateral and the holder hereof shall be
entitled to the benefits thereof and to the other Credit Documents (to the
extent and with the effect as therein provided).
The Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF GEORGIA.
This Note amends and restates the terms of that certain Revolving Note
dated July 20, 1995, in the original principal amount of $20,000,000 executed
and delivered by the Borrower and payable to the order of the Lender. THIS NOTE
IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF
THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH SUCH OTHER NOTE.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Note
under seal as of the date written above.
SEROLOGICALS CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Vice President, Finance
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ATTEST:
By: /s/ Xxxxxx X. Xxxxxx, Ph.D.
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Name: Xxxxxx X. Xxxxxx, Ph.D.
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Title: President & CEO
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(CORPORATE SEAL)
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SCHEDULE I
Amount of Amount of Outstanding
Date Borrowing Payment Principal Balance Notation
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