EXHIBIT 10.2
REVOLVING NOTE
$15,000,000.00 Morristown, New Jersey
September 30, 1998
FOR VALUE RECEIVED, ALPHANET SOLUTIONS, INC., a New Jersey corporation
(the "Borrower"), promises to pay to the order of FIRST UNION NATIONAL BANK (the
"Bank"), the principal amount of FIFTEEN MILLION and 00/100 DOLLARS
($15,000,000.00), or the aggregate amount of all unpaid Advances made by the
Bank to the Borrower, whichever is less, in lawful money of the United States,
together with interest thereon as hereinafter provided.
1. THE AGREEMENT. This Revolving Note is issued pursuant to a certain
Loan and Security Agreement dated June 30, 1997 by and between the Bank and the
Borrower, as amended (as so amended and as the same may be hereafter amended,
modified or supplemented, the "Agreement"), and is entitled to the benefit of
all of the terms thereof. In this Revolving Note, all words and terms defined in
the Agreement shall have the respective meanings and be construed as provided
therein, unless a different meaning clearly appears from the context. Payment of
the principal amount hereof and accrued and unpaid interest thereon is subject
to acceleration as provided in the Agreement.
2. CALCULATION OF INTEREST. Interest on the unpaid principal amount
hereof shall accrue from the date hereof until the earlier of (i) the occurrence
of an Event of Default or (ii) September 28, 1999 (which is defined in the
Agreement as the "Maturity Date"), at the rates set forth in the Agreement.
Interest shall be computed on the basis of the actual number of days elapsed
over a year of 360 days. From and after the occurrence of an Event of Default,
principal amounts outstanding hereunder shall bear interest at the default rate
as set forth in the Agreement.
3. PAYMENT OF PRINCIPAL AND INTEREST. Interest on the unpaid principal
amount of each (i) Base Rate Advance hereunder shall be due and payable monthly,
on the first day of each month commencing October, 1998, and continuing on the
first day of each consecutive month thereafter and (ii) Adjusted LIBO Rate
Advance hereunder shall be due and payable on the last day of the Interest
Period but in no event less often than quarterly (in which case such payments
shall be made on the last Working Day of such calendar quarter), until the
Maturity Date, on which date the entire principal amount outstanding hereunder
and any accrued and unpaid interest thereon shall become immediately due and
payable in full. Late payments of principal or interest are subject to a late
charge as set forth in the Agreement.
4. REPAYMENTS. The Borrower may, as described in the Agreement, repay
Advances under this Revolving Note; provided, that each partial repayment shall
be in a principal amount of not less than $100,000 or any multiple thereof. In
the event Borrower for any reason repays any Adjusted LIBO Rate Advance on the
day which is not the end of an Interest Period, Borrower shall, upon written
demand by Bank, pay to
Bank the Repayment Indemnity with respect to such repayment. All outstanding
Advances shall be due and payable, together with any and all accrued interest
thereon, on the Maturity Date.
5. PLACE AND MANNER OF PAYMENT. All payments of principal and interest
shall be made by the Borrower directly to the Bank or as set forth in the
Agreement, and such payments shall be made in immediately available funds.
6. WAIVER. The Borrower hereby waives presentment, demand, protest and
notice of protest, and all other demands and notices in connection with the
payment and enforcement of this Revolving Note, and assents to extensions of the
time of payment, or forbearance or other indulgence, without notice.
7. COLLATERAL. The obligations of the Borrower hereunder are secured by
the Collateral described in the Agreement. The terms of the Agreement and the
other Loan Documents are incorporated herein by reference.
8. GOVERNING LAW. This Revolving Note shall be governed by, and
construed in accordance with, the laws of the State of New Jersey.
9. SUCCESSORS AND ASSIGNS. This Revolving Note shall be binding upon
the Borrower and its successors and/or assigns and shall inure to the benefit of
the Bank and its successors and assigns.
10. PRIOR NOTE. This Note shall supersede, replace and continue, but
shall not be considered a repayment or novation of, the note dated June 30,
1997, by the Borrower to the order of the Bank (the "Prior Note"). All
obligations of the Borrower under the Prior Note shall be evidenced by, and
continued pursuant to, this Note.
IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be
executed by its duly authorized officer on the day and year first above written
and declare this Revolving Note to be a sealed instrument.
ATTEST: ALPHANET SOLUTIONS, INC.
By: By:
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Name: Name:
Title: Title:
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