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EXHIBIT 10.2
REVOLVING NOTE
$23,000,000 Houston, Texas March 23, 1998
For value received, the undersigned DENALI INCORPORATED, a Delaware
corporation ("Company"), hereby promises to pay to the order of NATIONSBANK OF
TEXAS, N.A. ("Bank"), the principal amount of TWENTY THREE MILLION DOLLARS
($23,000,000) or, if less, the aggregate outstanding principal amount of the
Revolving Advances (as defined in the Credit Agreement referred to below) made
by the Bank to the Company, together with accrued but unpaid interest on the
principal amount of each such Revolving Advance from the date of such Revolving
Advance until such principal amount is paid in full, at such interest rates,
and at such times, as are specified in the Credit Agreement.
This Revolving Note is one of the Revolving Notes referred to in, and is
entitled to the benefits of, and is subject to the terms of, the Amended and
Restated Credit Agreement dated as of March 23, 1998 (as the same may be
amended, restated, modified, or supplemented from time to time, the "Credit
Agreement"), among the Company, the other Borrowers party thereto, the
financial institutions parties thereto ("Banks"), and NationsBank of Texas,
N.A., as agent for the Banks ("Agent"). Capitalized terms used herein but not
defined herein shall have the meanings specified by the Credit Agreement. The
Credit Agreement (a) provides for, among other things, the making of Revolving
Advances by the Bank to the Company from time to time, the indebtedness of the
Company resulting from each such Revolving Advance being evidenced by this
Revolving Note, and (b) contains provisions for, among other things,
acceleration of the maturity of this Revolving Note upon the happening of
certain events stated in the Credit Agreement and for prepayments of principal
prior to the maturity of this Revolving Note upon the terms and conditions
specified in the Credit Agreement.
Both principal and interest are payable to the Agent in the currency, at
the times, in the locations, and in the manner specified in the Credit
Agreement. The Bank shall record all Revolving Advances and payments of
principal made under this Revolving Note, but no failure of the Bank to make
such recordings shall affect the Company's repayment obligations under this
Revolving Note.
It is contemplated that because of prepayments there may be times when
no indebtedness is owed under this Revolving Note. Notwithstanding such
prepayments, this Revolving Note shall remain valid and shall be in force as to
Revolving Advances made pursuant to the Credit Agreement after such
prepayments.
It is the intention of the Bank and the Company to conform strictly to
any applicable usury laws. Accordingly, the terms of the Credit Agreement
relating to the prevention of usury will be strictly followed.
EXECUTED as of the date first above written.
DENALI INCORPORATED
By: /s/ X. Xxxxx Xxxxxxx
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X. Xxxxx Xxxxxxx
Treasurer
