EXHIBIT 10.42
NOTE
$6,000,000.00 March 12, 2003
New York, New York
FOR VALUE RECEIVED, the undersigned, META GROUP, INC., a Delaware
corporation (the "BORROWER"), hereby promises to pay to the order of THE BANK OF
NEW YORK (the "BANK"), on the Maturity Date, the lesser of SIX MILLION DOLLARS
($6,000,000.00) or the outstanding principal balance of the Loans made by the
Bank, and to pay interest from the date hereof on the principal balance thereof
from time to time outstanding, at the rate or rates, and at the times, set forth
in the Amended and Restated Credit Agreement, dated as of March 12, 2003,
between the Borrower and the Bank (as the same may be amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), in each case at
the office of the Bank located at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000,
or at such other place as the Bank may specify in writing from time to time, in
lawful money of the United States of America in immediately available funds.
Capitalized terms used herein which are not otherwise defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.
The Loans evidenced by this Note are prepayable in the amounts and under
the circumstances, and its maturity is subject to acceleration upon the terms,
set forth in the Credit Agreement. This Note is the Note under, and as such term
is defined in, the Credit Agreement, and is subject to, and should be construed
in accordance with, the provisions thereof, and is entitled to the benefits and
security set forth in the Loan Documents.
The Bank is hereby authorized to record on the schedule annexed hereto, and
any continuation sheets which the Bank may attach hereto, the (i) date and
amount of each Loan made by the Bank, (ii) character thereof as an ABR Advance,
a LIBOR Advance, or a combination thereof, (iii) interest rate (without regard
to the Applicable Margin) applicable to each LIBOR Advance, (iv) Interest Period
applicable to each LIBOR Advance, and (v) date and amount of each conversion of,
and each payment or prepayment of principal of, any such Loan. No failure to so
record or any error in so recording shall affect the obligation of the Borrower
to repay the Loans, together with interest thereon, as provided in the Credit
Agreement, and the outstanding principal balance of the Loans made by the Bank
as set forth in such schedule shall be presumed to be correct absent manifest
error.
Except as specifically otherwise provided in the Credit Agreement, the
Borrower hereby waives presentment, demand, notice of dishonor, protest, notice
of protest and all other demands, protests and notices in connection with the
execution, delivery, performance, collection and enforcement of this Note.
2
This Note may only be amended by an instrument in writing executed pursuant
to the provisions of Section 10.1 of the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS, BUT INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.
META GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
---------------------------
Xxxx X. Xxxxxxxxxxx
Chief Financial Officer
SCHEDULE TO
NOTE
Interest Rate
on LIBOR
Type of principal (without Interest
Advance converted, regard to Period (if
(ABR, Amount of paid or Applicable LIBOR Notation
Date or LIBOR) Advance Prepaid Margin) Advance) Made By
---- --------- --------- ---------- ------------- ---------- --------
