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EXHIBIT 10.47
REVOLVING CREDIT NOTE
$4,000,000.00 New York, New York
January 12, 1999
FOR VALUE RECEIVED, the undersigned DENALI INCORPORATED, a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay on the
Revolving Credit Termination Date to the order of Bank of Oklahoma N.A. (the
"Lender"), at the office of Canadian Imperial Bank of Commerce located at 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in lawful money of the United States
of America and in immediately available funds, the principal amount of the
lesser of (a) Four Million Dollars ($4,000,000) and (b) the aggregate unpaid
principal amount of all Revolving Credit Loans made by the Lender to the
undersigned pursuant to Section 4.1 of the Credit Agreement referred to below.
The undersigned further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time from the date
hereof at the rates per annum and on the dates as provided in Section 4.1 of the
Credit Agreement referred to below, until paid in full (both before and after
judgment).
The holder of this Revolving Credit Note is authorized to, and so long
as it holds this Note shall, record the date, Type and amount of each Revolving
Credit Loan made by the Lender pursuant to Section 4.1 of the Credit Agreement,
each Continuation thereof and each Conversion of all or a portion thereof to
another Type pursuant to Section 6.2 of the Credit Agreement, the date and
amount of each payment or prepayment of principal thereof and, in the case of
Eurodollar Loans, the length of each Interest Period and the Eurodollar Rate
with respect thereto, on the schedules annexed hereto and constituting a part
hereof, or on a continuation thereof which shall be annexed hereto and
constitute a part hereof, and any such recordation shall constitute prima facie
evidence of the accuracy of the information so recorded, provided that failure
of the Lender to make any such recordation (or any error in such recordation)
shall not affect the obligations of the Borrower under this Revolving Credit
Note or under the Credit Agreement.
This Revolving Credit Note is one of the Revolving Credit Notes
referred to in the Credit Agreement, dated as of January 12, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among the Borrower, the lenders from time to time parties thereto (the
"Lenders"), Canadian Imperial Bank of Commerce, as administrative agent for the
Lenders thereunder, and ING (U.S.) Capital LLC, as documentation agent, is
entitled to the benefits thereof, is secured as provided therein and is subject
to optional and mandatory prepayment in whole or in part as provided therein.
Terms used herein which are defined in the Credit Agreement shall have such
defined meanings unless otherwise defined herein or unless the context otherwise
requires.
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Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided therein.
The Borrower expressly waives diligence, presentment, protest, demand
and other notices of any kind.
This Revolving Credit Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
DENALI INCORPORATED
By /s/ X. Xxxxx Xxxxxxx
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Name: X. Xxxxx Xxxxxxx
Title: CFO/Treasurer
