REVOLVING CREDIT NOTE
$15,000,000 Denver, Colorado
March 31, 1998
FOR VALUE RECEIVED, the undersigned JOHN B. SANFILIPPO & SON,
INC., a Delaware corporation ("Sanfilippo"), SUNSHINE NUT CO.,
INC., a Texas corporation ("Sunshine"), JBS INTERNATIONAL, INC., a
Barbados corporation ("JBS") and QUANTZ ACQUISITION CO., INC., a
Delaware corporation ("Quantz" and collectively with Sanfilippo,
JBS and Sunshine, the "Borrower", whether one or more), promises to
pay to the order of KEYBANK NATIONAL ASSOCIATION (hereinafter
referred to as "Lender"), at such place as U.S. Bancorp Ag Credit,
Inc. f/k/a FBS Ag Credit, Inc., as agent for the Lender, may
designate, in lawful money of the United States of America, the
principal sum of Fifteen Million Dollars ($15,000,000) or so much
thereof as may be advanced and be outstanding, together with
interest on any and all principal amounts outstanding calculated in
accordance with the provisions set forth below. This Note is
issued under that certain Credit Agreement dated March 31, 1998 (as
the same may be amended, replaced, restated and/or supplemented
from time to time, the "Credit Agreement") between Borrower, U.S.
Bancorp Ag Credit, Inc., a Colorado corporation, as agent (the
"Agent"), Lender and the other lenders identified therein
(collectively the "Lenders").
Capitalized terms used and not defined herein shall have the
meanings given to such terms in the Credit Agreement. In addition,
as used herein, the following terms shall have the following
respective meanings (such terms to be equally applicable to both
the singular and plural forms of the terms defined):
"Loan Documents": the Credit Agreement, this Note, all
Financing Agreements (as defined in the Credit Agreement) and all
documents, instruments, certificates and agreements now or
hereafter executed or delivered by the Borrower to the Agent or the
Lender pursuant to any of the foregoing, and any and all
amendments, modifications, supplements, renewals, extensions,
increases and rearrangements of, and substitutions for, any of the
foregoing.
"Maturity Date": March 31, 2001 or the earlier date of
termination in whole of the Commitments (as defined in the Credit
Agreement) pursuant to Section 4.4 or 11.1 of the Credit
Agreement.
The outstanding Revolving Loans hereunder may be maintained as
Reference Rate Loans, Eurodollar Rate Loans or a combination
thereof, at the election of the Borrower and as more fully provided
in the Credit Agreement. The Borrower shall have the right to make
prepayments of principal in accordance with the Credit Agreement.
So long as no Matured Default (as defined in the Credit
Agreement) has occurred or is continuing, the Borrower shall pay
interest on the unpaid principal amount of each Revolving Loan made
by the Lender from the date of such Revolving Loan until such
principal amount shall be paid in full, at the times and at the
rates per annum set forth below: (a) during such periods as such
Revolving Loan is a Reference Rate Loan, a rate per annum equal to
the lesser of (i) the sum of the Reference Rate in effect from time
to time plus the Applicable Margin and (ii) the Highest Lawful
Rate; or (b) during such periods as such Revolving Loan is a
Eurodollar Rate Loan, a rate per annum equal during each Interest
Period for such Revolving Loan to the lesser of (i) the sum of the
Eurodollar Rate for such Interest Period for such Revolving Loan
plus the Applicable Margin and (ii) the Highest Lawful Rate. With
respect to each Reference Rate Loan, the rate of interest accruing
hereunder shall change concurrently with each change in the
Reference Rate as announced by U.S. Bank. All interest under this
Note on Reference Rate Loans shall be due and payable monthly in
arrears on the first day of each month commencing April 1, 1998,
and on the Maturity Date. All interest under this Note on
Eurodollar Rate Loans for each Interest Period for each such Loan
shall be due and payable monthly in arrears on the first day of
each month during the applicable Interest Period and on the last
day of such Interest Period. The Agent shall make automatic
advances of principal under the Credit Agreement for any and all
interest payments as the same become due and payable.
After the occurrence of a Matured Default and for so long as
such Matured Default is continuing, the Agent may notify the
Borrower that any and all amounts due under this Note or under any
other Loan Document, whether for principal, interest (to the extent
permitted by applicable law), fees, expenses or otherwise, shall
bear interest, from the date of such notice by the Agent and for so
long as such Matured Default continues, payable on demand, at a
rate per annum equal to the lesser of (i) the sum of three percent
(3.0%) per annum plus the Reference Rate in effect from time to
time and (ii) the Highest Lawful Rate.
All computations of interest pursuant to this Note shall be
made on the basis of a year of 360 days, unless the foregoing would
result in a rate exceeding the Highest Lawful Rate, in which case
such computations shall be based on a year of 365 or 366 days, as
the case may be. Interest, whether based on a year of 360, 365 or
366 days, shall be charged for the actual number of days (including
the first day but excluding the last day) occurring in the period
for which such interest is payable.
The unpaid balance of this obligation at any time shall be the
total amounts advanced hereunder by the Lender together with
accrued and unpaid interest, less the amount of payments made
hereon by or for the Borrower, which balance may be endorsed hereon
from time to time by the Lender.
In addition to the repayment requirements imposed upon the
Borrower under the Credit Agreement, together with the agreements
referred to therein, the principal amount owing under this Note
shall be due and payable in full on the Maturity Date.
Interim payments made by Borrower pursuant to and in
accordance with the Credit Agreement shall be applied as provided
therein.
Should any Matured Default occur, then all sums of principal
and interest outstanding hereunder may be declared or may otherwise
become immediately due and payable in accordance with the Credit
Agreement, without presentment, demand or notice of dishonor, all
of which are expressly waived, and the Lender shall have no
obligation to make any further Revolving Loans pursuant to the
Credit Agreement.
Should more than one person or entity sign this Note, the
obligations of each signer shall be joint and several.
This Note shall be construed in accordance with the laws of
the State of Colorado.
JOHN B. SANFILIPPO & SON,
INC., a Delaware corporation
By /s/ Gary P. Jensen
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Its Executive Vice President,
Finance and Chief Financial
Officer
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SUNSHINE NUT CO., INC., a
Texas corporation
By /s/ Michael J. Valentine
------------------------
Its Assistant Secretary
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QUANTZ ACQUISITION CO., INC.,
a Delaware corporation
By /s/ Michael J. Valentine
------------------------
Its Assistant Secretary
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JBS INTERNATIONAL, INC., a
Barbados corporation
By /s/ Michael J. Valentine
------------------------
Its President
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