EXHIBIT 10.61
FOURTH AMENDED AND RESTATED
REVOLVING CREDIT NOTE
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$5,744,680.83 as of June 11, 1998
FOR VALUE RECEIVED, the undersigned SALESLINK CORPORATION a Delaware
corporation ("SalesLink") and INSOLUTIONS INCORPORATED ("InSolutions" and,
collectively with SalesLink, the "Borrowers"), hereby jointly and severally
promise to pay to the order of BANKBOSTON, N.A. a national banking association
(the "Bank") at the Agent's Head Office (as such term is defined in the Credit
Agreement referred to below):
(a) prior to or on the Revolving Credit Loan Maturity Date the
principal amount of FIVE MILLION SEVEN HUNDRED FORTY-FOUR THOUSAND SIX
HUNDRED EIGHTY DOLLARS AND EIGHTY-THREE CENTS ($5,744,680.83) or, if less,
the aggregate unpaid principal amount of Revolving Credit Loans advanced by
the Bank to the Borrowesr pursuant to the Amended and Restated Revolving
Credit and Term Loan Agreement dated as of June 11, 1998 (as amended and in
effect from time to time, the "Credit Agreement"), among the Borrowers, the
Bank and other parties thereto;
(b) the principal outstanding hereunder from time to time at the
times provided in the Credit Agreement; and
(c) interest on the principal balance hereof from time to time
outstanding from the Closing Date under the Credit Agreement through and
including the maturity date hereof at the times and at the rate provided in
the Credit Agreement.
This Note constitutes the second amendment and restatement in its entirety
of the Third Amended and Restated Revolving Credit Note issued by SalesLink to
the Bank in the original principal amount of $1,774,193.55, dated as of March
31, 1997 (the "Original Note") and is issued in substitution therefor and an
amendment and replacement thereof. Nothing herein or in any other document
shall be construed to constitute payment of the Original Note or to release or
terminate any guaranty, lien, mortgage, pledge or other security interest in
favor of the Bank.
This Note evidences borrowings under and has been issued by the Borrowers
on a joint and several basis and in accordance with the terms of the Credit
Agreement. The Bank and any holder hereof is entitled to the benefits of the
Credit Agreement, the Security Documents and the other Loan Documents, and may
enforce the agreements of the Borrowers contained therein, and any holder hereof
may exercise the respective remedies provided for thereby or otherwise available
in respect thereof, all in accordance with the respective
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terms thereof. All capitalized terms used in this Note and not otherwise defined
herein shall have the same meanings herein as in the Credit Agreement.
Each Borrower irrevocably authorizes the Bank to make or cause to be made,
at or about the time of the Drawdown Date of any Revolving Credit Loan or at the
time of receipt of any payment of principal of this Note, an appropriate
notation on the grid attached to this Note, or the continuation of such grid, or
any other similar record, including computer records, reflecting the making of
such Revolving Credit Loan or (as the case may be) the receipt of such payment.
The outstanding amount of the Revolving Credit Loans set forth on the grid
attached to this Note, or the continuation of such grid, or any other similar
record, including computer records, maintained by the Bank with respect to any
Revolving Credit Loans shall be prima facie evidence of the principal amount
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thereof owing and unpaid to the Bank, but the failure to record, or any error in
so recording, any such amount on any such grid, continuation or other record
shall not limit or otherwise affect the joint and several obligations of the
Borrowers hereunder or under the Credit Agreement to make payments of principal
of and interest on this Note when due.
Each Borrower has the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Credit Agreement.
If any one or more of the Events of Default shall occur, the entire unpaid
principal amount of this Note and all of the unpaid interest accrued thereon may
become or be declared due and payable in the manner and with the effect provided
in the Credit Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.
The Borrowers and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.
THIS NOTE AND THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS HEREUNDER
SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS
OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
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THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR
ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED BENEATH THE BORROWERS'
SIGNATURE ON THE SIGNATURE PAGE OF THE CREDIT AGREEMENT. EACH BORROWER HEREBY
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
This Note shall be deemed to take effect as a sealed instrument under the
laws of the Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the undersigned has caused this Revolving Credit Note
to be signed in its corporate name and its corporate seal to be impressed
thereon by its duly authorized officer as of the day and year first above
written.
[Corporate Seal]
SALESLINK CORPORATION
By: __________________________________
Title:
INSOLUTIONS INCORPORATED
By: __________________________________
Title:
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Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made By:
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