1
EXHIBIT 10.10
REVOLVING PROMISSORY NOTE
(this "Note")
U.S. $8,000,000.00 April 1, 1997 ("Date")
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INCORPORATED (the "Maker"), a Texas
corporation, promises to pay to the order of TEXAS COMMERCE BANK NATIONAL
ASSOCIATION (the "Bank") on or before April 1, 2000 (the "Termination Date"),
at its banking house at 712 Main Street, Houston, Harris County, Texas, or at
such other location as the Bank may designate, in lawful money of the United
States of America, the lesser of: (i) the Principal sum of EIGHT MILLION AND NO
100THS DOLLARS (U.S. $8,000,000.00) or (ii) the aggregate unpaid principal
amount of all loans made by the Bank hereunder (each such loan being a "Loan"),
which may be outstanding on the Termination Date ("Maximum Loan Total"). Each
Loan shall be due and payable on the Interest Period maturity date agreed to by
the Bank and the Maker with respect to such Loan (the "Maturity Date"),
provided that the principal of any Loan that becomes due and payable on a
Maturity Date preceding the Termination Date and that is not repaid on such
Maturity Date (with the proceeds of a Loan made by the Bank at the request of
the Maker or otherwise) shall be deemed to be automatically (without the
requirement of any request for advance or other action on the part of the
Maker) repaid in full by an advance of (and such maturing Loan shall
automatically be deemed to be converted to) a Prime Rate Loan for an Interest
Period of 30 days. SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THE MAKER MAY
BORROW, REPAY AND REBORROW HEREUNDER AND THERE IS NO LIMITATION ON THE NUMBER
OF LOANS MADE HEREUNDER SO LONG AS THE TOTAL UNPAID PRINCIPAL AMOUNT AT ANYTIME
OUTSTANDING DOES NOT EXCEED THE MAXIMUM LOAN TOTAL (AS HEREINAFTER DEFINED).
The loans may be either CD Rate Loans (as hereinafter defined), Prime Rate
Loans (as hereinafter defined) or Eurodollar Loans (as hereinafter defined).
The Maker shall pay interest on each Prime Rate Loan for the Interest Period
(as hereinafter defined) with respect thereto at a rate per annum equal to the
lesser of: (i) the Prime Rate (as hereinafter defined) in effect from time to
time (the "Effective Prime Rate"); or (ii) the Highest Lawful Rate (as
hereinafter defined), which interest shall be due and payable on the first day
of each calendar month and on the last day of each Interest Period.
The Maker shall pay interest on each CD Rate Loan for the Interest Period with
respect thereto at a rate per annum equal to the lesser of: (i) the CD Rate (as
hereinafter defined) for such Interest Period plus one and one half of one
percent (1.50%) (the "Effective CD Rate"); or (ii) the Highest Lawful Rate,
which interest shall be due and payable on the last day of each such Interest
Period, and if such Interest Period has a duration exceeding one (l) month, on
the first day of each month during such Interest Period.
The Maker shall pay interest on each Eurodollar Loan for the Interest Period
with respect thereto on the unpaid principal amount thereof at a rate per annum
equal to the lesser of: (i) he Eurodollar Rate (as hereinafter defined) plus
one and one half of one percent 1.50%) (the "Effective Eurodollar Rate"); or
(ii) the Highest Lawful Rate, which interest shall be due and payable on the
last day of each such Interest Period, and if such Interest Period has a
duration exceeding one month, on the first day of each month during such
Interest Period.
Any amount not paid when due with respect to principal (whether at Maturity
Date, by acceleration or otherwise), costs, expenses, and to the extent
permitted by applicable law, interest, shall bear interest at a rate per annum
equal to the lesser of: (i) the Prime Rate in effect from time to time; or (ii)
the Highest Lawful Rate, which interest shall be due and
Signed for Identification
Page 1 of 8 By:____________________
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payable on demand. The principal of any Loan shall be deemed past due if not
paid on or before the Maturity Date or any earlier maturity date resulting from
acceleration in accordance with the terms of this Note or as provided by law or
otherwise. Interest accrued and unpaid with respect to any loan shall be
deemed past due if not paid on or before the applicable interest payment due
date as provided for herein.
Notwithstanding the foregoing, if at any time the effective rate of interest
which would otherwise he payable on any Loan evidenced by this Note exceeds the
Highest Lawful Rate, the rate of interest to accrue on the unpaid principal
balance of such Loan during all such times shall be limited to the Highest
lawful Rate, but any subsequent reductions in such interest rate shall not
become effective to reduce such interest rate below the Highest Lawful Rate
until the total amount of interest accrued on the unpaid principal balance of
such Loan equals the total amount of interest which would have accrued if the
Effective Prime Rate, Effective CD Rate or Effective Eurodollar Rate, whichever
is applicable, had at all times been in effect.
Each Loan shall be in an amount not less than $10,000.00 and an integral
multiple of $10,000.00. Interest with respect to Prime Rate Loans shall be
calculated on the basis of a 365 day year or 366 day year, as the case may be,
for the actual number of days elapsed. Interest with respect to CD Rate Loans
and Eurodollar loans shall be calculated on the basis of a 360 day year for the
actual days elapsed, unless such calculation would result in a usurious
interest rate, in which case such interest shall be calculated on the basis of
a 365 day or 366 day year, as the case may be.
The following terms shall have the respective meanings indicated:
"Assessment Rate" means, for any date, the annual rate
(rounded upwards, if not already a whole multiple of 1/16 of 1%, to
the next higher 1116 of 1%) most recently estimated by the Bank as the
then current net annual assessment rate that will be employed in
determining amounts payable by the Bank to the Federal Deposit
Insurance Corporation for insurance by the Corporation of time
deposits made in dollars at its domestic offices.
"Board" shall mean the Board of Governors of the Federal
Reserve System of the United States.
"Borrowing Date" means any Business Day on which the Bank
shall make a Loan hereunder.
"Business Day" means a day: (i) on which the Bank and
commercial banks in New York City are generally open for business; and
(ii) with respect to Eurodollar Loans, on which dealings in United
States Dollar deposits are carried out in the Eurodollar interbank
markets.
"CD Rate" for any Interest Period means, for each CD Rate
Loan, an interest rate per annum determined by the Bank to be the sum
of: (a) the rate per annum obtained by dividing: (i) the consensus bid
rate obtained from certificate of deposit dealers of recognized
standing selected by the Bank for' the purchase at face value of
certificates of deposit of the Bank in an amount approximately equal
to the Bank's CD Rate loan during such Interest Period and with a
maturity equal to such Interest Period at 9:00 a.m. (Houston, Texas
tine) (or as soon thereafter as practicable) on the first day of such
Interest Period, by (ii) Statutory Reserves; plus (b) the Assessment
Rate.
Signed for Identification
Page 2 of 8 By:____________________
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"CD Rate Loan" means a Loan which bears interest at a rate
determined by reference to the CD Rate.
"Eurodollar Lending Office" means the office of the
Bank-located at 712 Main Street, Houston, Texas, or such other office
of the Bank as the Bank may from time to time specify to the Maker.
"Eurodollar Loan" means a Loan which hears interest at a rate
determined by reference to the Eurodollar Rate.
"Eurodollar Rate" means, for each Eurodollar Loan, an interest
rate per annum determined by the Bank by dividing: (i) the rate per
annum determined by the Bank at or before 10:00 a.m. (Houston, Texas
time) (or as soon thereafter as practicable) two Business Days before
the first day of such Interest Period to be the rate per annum at
which deposits of dollars are offered to the Bank by prime banks in
whatever Eurodollar interbank market may be selected by the Bank in
its sole discretion, acting in good faith, at the tune of
determination and in accordance with the usual practice in such market
for delivery on the first day of such Interest Period in immediately
available funds and for a period equal to such Interest Period and in
an amount substantially equal to the amount of the Bank's Eurodollar
loan during such Interest Period; by (ii) Statutory Reserves.
"Highest Lawful Rate" as used herein shall mean the maximum
nonusurious interest rate permitted from time to time to be contracted
for, taken, reserved, charged or received on any loan under applicable
federal or Texas laws, whichever permits the higher lawful rate;
provided, however, that in the event: (i) such maximum nonusurious
interest rate shall, at any time or times during the term of a Loan
evidenced hereby, be reduced to a rate less than the maximum
nonusurious rate in effect on the date of such Loan; and (ii)
applicable law permits contracting for, taking, reserving, charging,
and receiving on such Loan throughout the duration thereof the maximum
nonusurious rate in effect on the date such Loan was made, then and at
all such times the Highest Lawful Rate shall be the maximum
nonusurious rate permitted to be contracted for, taken, reserved,
charged or received on such loan under applicable law in effect on the
date of such Loan. At all such times, if any, as Texas law shall
establish the Highest Lawful Rate, the Highest Lawful Rate shall be
the "indicated rate ceiling" (as defined in Tex. Rev. Civ. Stat. art.
5069-1.04) from time to time in effect.
"Interest Period" means, with respect to any Loan, the period
commencing on the Borrowing Date and ending on the Maturity Date,
consistent with the following provisions. The duration of each
Interest Period shall be:
(a) in the case of a Prime Rate loan, a period selected
by the Maker;
(b) in the case of a CD Rate Loan, 30, 60 or 90 days; and
(c) in the case of a Eurodollar Loan, 1, 2 or 3 months;
in each case as selected by the Maker and agreed to by the Bank. The
Makers choice of Interest Period is also subject to the following
limitations:
(i) No Interest Period shall end on a date after
the Termination Date; and
Signed for Identification
Page 3 of 8 By:____________________
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(ii) If the last day of an Interest Period would
be a day other than a Business Day, the
Interest Period shall end on the next
succeeding Business Day (unless the Interest
Period relates to a Eurodollar Loan and the
next succeeding Business Day is in a
different calendar month than the day on
which the Interest Period would otherwise
end, in which case the Interest Period shall
end on the next preceding Business Day).
"Prime Rate" shall mean the rate of interest per annum
determined from time to time by the Bank as its prime rate in effect
at its principal office in Houston, Texas and thereafter entered in
the minutes of its Loan and Discount Committee; each change in the
Prime Rate: shall be effective on the date such change is determined;
without special notice to the Maker or any other person or entity.
THE PRIME RATE IS A REFERENCE RATE AND DOES NOT NECESSARILY REPRESENT
THE LOWEST OR BEST RATE ACTUALLY CHARGED TO ANY CUSTOMER AND ANY
STATEMENT, REPRESENTATION OR WARRANTY IN THAT REGARD OR TO THAT
EFFECT' IS EXPRESSLY DISCLAIMED BY THE BANK. THE BANK MAY MAKE LOANS
AT RATES OF INTEREST AT, ABOVE OR BELOW THE PRIME RATE.
"Prime Rate Loan" means a Loan which bears inter~t at a rate
determined by reference to the Prime Rate.
"Statutory Reserves" shall mean the difference (expressed as a
decimal) of the number one minus the aggregate of the maximum reserve
percentages (including, without limitation, any marginal, special,
emergency, or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority to which the
Bank is subject: (a) with respect to the CD Rate, for new negotiable
time deposits in dollars of over $100,000 with maturities
approximately equal to the applicable Interest Period; and (b) with
respect to the Eurodollar Rate, for Eurocurrency Liabilities (as
defined in Regulation D of the Board). Such reserve percentages shall
include, without limitation, those imposed under such Regulation D.
Eurodollar Loans shall be deemed to constitute Eurocurrency
Liabilities and as such shall be deemed to be subject to such reserve
requirements without benefit of or credit for proration, exceptions or
offsets which may be available from time to time to any Bank under
such Regulation D. Statutory Reserves shall be adjusted automatically
on and as of the effective date of any change in any reserve
percentage.
The unpaid principal balance of this Note at any time shall be the total ,f all
Loans made by the Bank to or for the benefit of the Maker, less the amount of
all payments of principal made hereon by or for the account of the Maker. The
Bank's records shall serve as presumptive evidence of any and all amounts
outstanding hereunder.
Any loan which the Bank makes hereunder shall be made on the Maker's
irrevocable notice, given not later than 10:00 A.M. (Houston, Texas time) on,
in the case of Eurodollar Loans, the third Business Day prior to the proposed
Borrowing Date or, in the case of Prime Rate Loans or CD Rate Loans, the first
Business Day prior to the proposed Borrowing Date, from the Maker to the Bank.
Each such notice of a requested borrowing (a "Notice of Requested Borrowing")
under this paragraph may be oral or written, and shall specify: (i) the
requested amount of such Loan; (ii) the proposed Borrowing Date; (iii) whether
the requested Loan is to be a Prime Rate Loan, CD Rate loan or Eurodollar Loan;
and (iv) the Interest Period for such Loan. If any Notice of Requested
Borrowing shall be oral, the Maker shall deliver to the Bank prior to the
Borrowing Date a confirmatory written Notice of Requested Borrowing.
Signed for Identification
Page 4 of 8 By:____________________
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If at any time the Bank determines in good faith (which determination shall be
conclusive) that any change in any applicable law, rule or regulation or in the
interpretation, application or administration thereof makes it unlawful, or any
central bank or other governmental authority asserts that it is unlawful, for
the Bank or its foreign branch or branches to maintain or fund any Loan by
means of dollar deposits obtained in any Eurodollar interbank market (any of
the above being described as a "Eurodollar Event"), then, at the option of the
Bank, the aggregate principal amount of the Bank's Eurodollar Loans then
outstanding, which Loans are directly affected by such Eurodollar Event, shall
be prepaid by the Maker. Upon the occurrence of any Eurodollar Event, and at
any time thereafter so long as such Eurodollar Event shall continue, the Bank
may exercise iL'.. aforesaid option by giving written notice thereof to the
Maker.
Any prepayment of any Eurodollar Loan which is required under the preceding
paragraph shall be made, together with accrued and unpaid interest and all
other amounts payable to the Bank under this Note with respect to such prepaid
Eurodollar Loan on the date stated in the notice to the Maker referred to
above, which date ("required prepayment date") shall be not less than 15 days
from the date of such no! ice. If any Eurodollar Loan is required to be
prepaid under the preceding paragraph, the Bank shall make on the required
prepayment date a Prime Rate Loan in the same principal amount and with an
Interest Period ending on the same day as the Eurodollar Loan so prepaid.
If any domestic or foreign law, treaty, rule or regulation (whether bow in
effect or hereinafter enacted or promulgated, including Regulation D of the
Board of Governors of the Federal Reserve System) or any interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof (whether or not having the force of
law):
(a) changes, imposes, modifies, applies or deems
applicable any reserve, special deposit or similar
requirements in respect of any such Loan (excluding
those for which the Bank is fully compensated
pursuant to adjustments made in the definition of the
CD Rate) or against assets of, deposits with or for
the account of, or credit extended or committed by,
the Bank; or
(b) imposes on the Bank or the interbank eurocurrency
deposit and transfer market or the market for
domestic bank certificates or deposit any other
condition 'affecting any such Loan;
and the result of any of the foregoing is to impose a cost to the Bank of
agreeing to make, funding or maintaining any such Loan or to reduce the amount
of any sum receivable by the Bank in respect of any such Loan, then the Bank
may notify the Maker in writing of the happening of such event and the Maker
shall upon demand pay to the Bank such additional amounts as will compensate
the Bank for such costs. Without prejudice to the survival of any other
agreement of the Maker under this Note, the obligations of the Maker under this
paragraph shall survive the termination of this Note
The Maker may on any Business Day prepay the outstanding principal amount of
any Prime Rate Loan, in whole or in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid. Partial prepayments
of any Loan shall be in an aggregate principal amount of $10,000.00 or a
greater integral multiple of $10,000.00. The Maker may on the applicable
Maturity Date of any CD Rate Loan or Eurodollar Loan pay the outstanding
principal amount of any such CD Rate Loan or Eurodollar loan, in whole or in
part, together with accrued interest to the date of such prepayment on the
principal amount prepaid. Except as specified in this paragraph, the Maker
shall have no right to prepay any Loan.
Signed for Identification
Page 5 of 8 By:____________________
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The Maker will indemnify the Bank against, and reimburse the Bank on demand
for, any loss, cost or expense incurred or sustained by the Bank (including
without limitation any loss, cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by the Bank to
fund or maintain Loans bearing interest at the CD Rate or the Eurodollar Rate)
as a result of: (a) any payment or prepayment (whether permitted by the Bank or
required hereunder or otherwise) of all or a portion of any Eurodollar loan or
CD Rate Loan on a day other than Maturity Date of such Loan; (b)any payment or
prepayment, whether required hereunder or otherwise, of any Eurodollar Loan or
CD Rate Loan made after the delivery of a Notice of Requested Borrowing but
before the applicable Borrowing Date if such payment or prepayment prevents the
proposed Loan from becoming fully effective; or (c) the failure of any
Eurodollar Loan or CD Rate Loan to be made by the Bank due to any action or
inaction of the Maker. For purposes of this paragraph, funding losses arising
by reason of liquidation or reemployment of deposits or other funds acquired by
the Bank to fund or maintain loans bearing interest at the CD Rate or
Eurodollar Rate shall be calculated as the remainder obtained by subtracting:
(i) the yield (reflecting both stated interest rate and discount, if any) to
maturity of obligations of the United States Treasury in an amount equal or
comparable to such Loan for the period of time commencing on the date of the
payment, prepayment or change of rate as provided above and ending on the last
day of the subject Interest Period; from (ii) the interest payable at the CD
Rate or Eurodollar Rate for the period commencing on the date of such payment,
prepayment or change of rate and ending on the last day of such Interest
Period. Such funding losses and other costs and expenses shall be calculated
and billed by the Bank and such bill shall, as to the costs incurred, be
conclusive absent manifest error.
If after the date of this Note, the Bank shall have determined that the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by the
Bank with any request or directive regarding capital adequacy (whether or rot
having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on the
Bank's capital as a consequence of making any Loans hereunder to a level below
that which the Bank could have achieved but for such adoption, change or
compliance (taking into consideration the Bank's policies with respect to
capital adequacy) by an amount deemed by the Bank in good faith to be material,
then from time to time, the Maker shall pay to the Bank such additional amount
or amounts as will compensate the Bank for such reduction.
A certificate of the Bank setting forth such amount or amounts as shall be
necessary to compensate the Bank as specified in the immediately four preceding
paragraphs above shall be delivered as soon as practicable to the Maker and
shall be conclusive and binding, absent manifest error, provided that such
certificate is prepared in good faith and on a reasonable basis. The Maker
shall pay the Bank the amount shown as due on any such certificate within 15
days after the Bank delivers such certificate. In preparing such certificate,
the Bank may employ such assumptions and allocations of costs and expenses as
it shall in good faith deem reasonable and may use any reasonable averaging and
attribution method.
If any payment of interest or principal herein provided for is not paid when
due then the owner or holder of this Note may at its option, by notice to the
Maker, declare the unpaid principal balance of all Loans, all accrued and
unpaid interest thereon and all other amounts payable under this Note to be
forthwith due and payable, whereupon the Loans, all such interest and all such
amounts shall become and be forthwith due and payable in full, without
presentment, demand, protest, notice of intent to accelerate, notice of actual
acceleration or further notice of any kind, all of which are hereby expressly
waived by the Maker.
Signed for Identification
Page 6 of 8 By:____________________
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If default is made in the payment of this Note and it is placed in the hands of
an attorney for collection, or collected through probate or bankruptcy
proceedings, or if suit is brought on the same, the Maker agrees to pay
reasonable attorneys' fees and all costs and expenses.
This Note (i) is issued by the Maker to evidence Loans outstanding from time to
time not to exceed in the aggregate the Maximum Loan Total; (ii) is the
Revolving Note as defined in that certain Amended and Restated Letter Agreement
dated as of April 1, 1995 as amended by the First Amendment to Amended and
Restated Letter Agreement of even Date herewith, executed by and between the
Maker and the Bank and delivered to the Bank (the "Letter Agreement"); and
(iii) is subject to and accorded all the rights and protections under the terms
and conditions of the Letter Agreement.
The Maker warrants and represents to the Bank, and to all other owners and/or
holders of any indebtedness evidenced hereby, that all Loans evidenced by this
Note are for business, commercial, investment or other similar purpose and not
primarily for personal, family, household or agricultural use, as such terms
are used in Chapter One of the Texas Credit Code, Tex. Rev. Civ. Stat.
arts. 5069-1.01 et. seq.
The Maker warrants and represents to the Bank and to all other tenens or
holders of this Note that no Loans shall be used for the purchase or carrying
of any 'margin stock" within the meaning of Regulation "U" of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Part 221, as in effect on
the date hereof.
Except as otherwise specified in this Note, the Maker and any and all ~makers,
endorsers, guarantors and sureties hereby severally waive grace, presentment,
demand, notice of default, notice of intent to accelerate, notice of
acceleration, and all other demands and notices of any nature or type
whatsoever, in connection with the delivery, acceptance, performance, default,
dishonor or enforcement of, or entry of judgment in connection with this Note,
and further waive the filing of suit hereon for the purpose of fixing
liability.
THIS NOTE SHALL BE GOVERNED BY AND Construed, IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
THIS NOTE SHALL BE PERFORMABLE FOR ALL PURPOSES IN HARRIS COUNTY, TEXAS, AND
THE MAKER AND THE BANK AGREE THAT HARRIS COUNTY, TEXAS IS PROPER VENUE FOR ANY
ACTION OR PROCEEDING BROUGHT BY THE MAKER OR THE BANK, WHETHER IN CONTRACT,
TORT, OR OTHERWISE. ANY ACTION OR PROCEEDING AGAINST THE MAKER MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT IN HARRIS COUNTY, TEXAS. THE MAKER HEREBY
IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND
(III) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS
AN INCONVENIENT FORUM. THE MAKER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE
MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS
SPECIFIED BELOW.
The Maker and the Bank expressly agree, pursuant to Article 15.10(b) of Chapter
15 ("Chapter 15") of the Texas Credit Code, that Chapter 15 shall not apply to
this Note or to any Loan and that this Note and all such Loans shall not be
governed by or subject to the provisions of Chapter IS in any manner
whatsoever.
It is the intention of the Maker and the Bank to comply with usury laws in
force in the State of Texas and in the United States of America as applicable.
Anything in this Note to the
Signed for Identification
Page 7 of 8 By:____________________
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contrary notwithstanding, the Maker shall never be required to pay unearned
interest on this Note and shall never be required to pay interest on this Note
at a rate in excess of the Highest Lawful Rate, and if the effective rate of
interest which would otherwise be payable under this Note would exceed the
Highest Lawful Rate, or if the holder of the Note shall receive any unearned
interest or shall receive monies that are deemed to constitute interest which
would increase the effective rate of interest payable under this Note to a rate
in excess of the Highest Lawful Rate, then: (i) the amount of interest which
would otherwise be payable under this Note shall be reduced to the amount
allowed under applicable law; and (ii) any unearned interest paid by the Maker
or any interest paid by the Maker in excess of the Highest Lawful Rate shall,
at the option of the holder of this Note, be either refunded to the Maker or
credited on the principal of this Note. It is further agreed that, without
limitation of the foregoing, all calculations of the rate of int~est contracted
for, charged or received by the Bank or any holder of this Note that are made
for the purpose of determining whether such rate exceeds the Highest Lawful
Rate shall be made, to the extent permitted by usury laws applicable 10 the
Bank (now or hereafter enacted), by amortizing, prorating and spreading in
equal pants during the period of the full stated term of the Loans evidenced by
this Note all interest at any time contracted for, charged or received by the
Bank in connection therewith.
The Bank reserves the right in its sole discretion without notice to the Maker,
to sell participations or assign its interest, or both in all or pant of the
Loans, the Note, or the Line of Credit.
THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the Maker has executed this Note effective the day, month
and year first aforesaid.
MAKER: FRIEDMAN INDUSTRIES, INCORPORATED
By: /s/ Benny Harper
---------------------------------
Name: Benny Harper
---------------------------------
Title: Sr. Vice President-Finance
---------------------------------
Acknowledged for purposes of
notice pursuant to the above
cited statute by:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
By:
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Name:
---------------------------------
Title:
---------------------------------
Signed for Identification
Page 8 of 8 By:____________________