REVOLVER NOTE
Exhibit 10.2
| U.S. $40,000,000 | May 27, 2010 | |
| Philadelphia, Pennsylvania |
FOR VALUE RECEIVED, ERESEARCHTECHNOLOGY, INC., a Delaware corporation (the “Borrower”), hereby
unconditionally promises to pay to the order of CITIZENS BANK OF PENNSYLVANIA (the “Lender”) at its
office located at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000, on the Termination
Date (as defined in the Credit Agreement referred to below) in immediately available funds, in
Dollars, the aggregate unpaid principal amount of all Revolver Loans made by the Lender to the
Borrower pursuant to the Credit Agreement. In addition, the Borrower shall make principal
payments on this Note, to the extent required under the Credit Agreement, on the dates specified in
the Credit Agreement and in the amounts determined in accordance with the provisions thereof. The
Borrower further agrees to pay interest accrued on the unpaid principal amount outstanding
hereunder from time to time from the date hereof at the rates and on the dates specified in the
Credit Agreement, together with all other costs, fees and expenses as provided in the Credit
Agreement.
The holder of this Note is authorized to endorse on Schedule 1 annexed hereto and made a part
hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, the
respective date, Type and amount of each Revolver Loan made by the Lender to the Borrower, each
continuation thereof, each conversion of all or a portion thereof to another Type, the date and
amount of each payment or prepayment of principal thereof and the length of each Interest Period
with respect thereto, and all payments and prepayments of the principal hereof and interest hereon
and the respective dates thereof, which endorsement shall constitute prima facie evidence of the
accuracy of the information endorsed; provided, however, that the failure to make any such
endorsement (or any error in such recordation) shall not affect the obligations of the Borrower to
make payments of principal, interest and other amounts outstanding in accordance with the terms of
this Note and the Credit Agreement.
This Note is the Revolver Note referred to in, evidences indebtedness incurred under, and is
entitled to the benefits of, the Credit Agreement, dated as of the date hereof (said Agreement, as
it may be amended, supplemented or otherwise modified from time to time, being referred to as the
“Credit Agreement”), between the Borrower and the Lender. The Credit Agreement, among other
things, contains provisions for the acceleration of the maturity hereof upon the happening of
certain events, for optional or mandatory prepayments of the principal hereof prior to the maturity
thereof, for a higher rate of interest hereunder on amounts past due and, in certain circumstances,
in the case of an Event of Default, and for the amendment or waiver of certain provisions of the
Credit Agreement.
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.
All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and notice of
any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of
the holder hereof shall operate as a waiver of such rights.
Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit
Agreement. This Note shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Pennsylvania.
Time is of the essence in respect of this Note.
| ERESEARCHTECHNOLOGY, INC. |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Secretary | |||
Schedule Omitted
