EXHIBIT 10i
Amendment to Employment Agreement
Dated January 1, 1997 (the "Agreement")
By and Between
Xxxxxxx X. Xxxxxx (the "Executive")
And
Computer Horizons Corp. (the "Company")
WHEREAS, the Company desires to continue to employ the Executive as its
Chief Financial Officer and Executive Vice President, and the Executive is
willing to serve the Company in such capacity;
WHEREAS, the Company and the Executive desire to amend the terms and
conditions of such employment;
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements herein contained and in the Agreement, the
Company and the Executive agree as follows:
1. The following sentence shall be added to the end of paragraph 2 of
this Agreement.
"Thereafter, this Agreement shall automatically renew on January 1 of each year
until terminated pursuant to the terms of this Agreement."
2. The parties regard the Agreement as having renewed on January 1,
2000.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed and the Executive has hereunto set his hand as of the date first set
forth above.
By: /s/Xxxx X. Xxxxxxx
------------------
Xxxx X. Xxxxxxx, President
/s/Xxxxxxx X. Xxxxxx
--------------------
Xxxxxxx X. Xxxxxx
Dated: 3/24/00
EXHIBIT 10j
$30,000,000 New York, New York
March 15, 2000
NOTE
1. For value received, the undersigned, by this promissory note (the
"Note") unconditionally promises to pay to the order of THE CHASE MANHATTAN BANK
(the "Bank") at any of its banking offices in New York, New York, in lawful
money of the United States and immediately available funds, the principal amount
of THIRTY MILLION DOLLARS ($30,000,000) or the aggregate unpaid principal
balance of all advances made by the Bank to the undersigned, whichever is less,
together with interest on each advance, in like money and funds, at a rate
determined by the Bank in its sole discretion at the time of such advance. Each
advance shall be payable on the maturity date thereof, as agreed between the
Borrower and the Bank on the date of such advance, provided that no advance may
mature after April 28, 2000 (the "Final Maturity Date"). Interest shall be
payable on the maturity date of each advance and upon any prepayment of any
advance.
2. If all or any portion of any advance shall not be paid when due
(whether as stated, by acceleration or otherwise) such advance shall
bear interest, for the period from the due date of such advance until the
maturity date thereof, at the rate per annum which is equal to 2% above on the
rate which would otherwise be applicable herunder and thereafter until the
unpaid principal amount thereof shall be paid in full, at the rate per annum
which is equal to 2% above the rate of interest publicly announced by the Bank
from time to time in New York, New York as its prime rate. Each change in the
interest rate hereon resulting from a change in the prime rate of the Bank shall
become effective as of the opening of business on the day on which such change
in such prime rate occurs. Interest shall be calculated on the basis of a 360
day year for actual days elapsed. Anything in this Note to the contrary
notwithstanding, the Bank shall not be permitted to charge or receive, and the
undersigned shall not be obligated to pay, interest in excess of the maximum
rate from time to time permitted by applicable law; provided, however, if the
maximum rate permitted by law changes, the rate hereunder shall change, without
notice to the undersigned, on the same day the maximum rate pemitted by law
changes.
3. the undersigned may not prepay any advance unless it shall reimburse
the Bank on demand for any loss incurred or to be incurred by it in the
reemployment of the funds released by any such prepayment. Such loss shall be
the difference, as determined by the Bank, between the cost of obtaining the
funds for the advance or advances (or portion thereof) prepaid and any lesser
amount which may be realized by the Bank in reemploying the funds received in
prepayment during the period from the date of prepayment to the maturity date of
each advance prepaid.
4. If any amount becomes due and payable under this Note on a Saturday,
Sunday or other day on which commercial banks are authorized to close under the
laws of the State of New York, the maturity thereof shall be extended to the
next succeeding business day and interest thereon shall be payable during such
extension at the rate applicable to the Note prior to such extension.
5. The undersigned shall pay all reasonable out-of-pocket costs and
expenses incurred by the Bank in connection with the preparation, development
and execution of this note and any amendment, supplement or modification hereto,
including, without limitation, the fees and disbursements of counsel to the Bank
(which may include allocation of the cost of in-house counsel to the Bank).
6. Upon occurrence, with respect to any maker, endorser or guarantor of
any of the following: default in payment of this Note or any other obligation of
any nature or description to the Bank (collectively, the "Obligation"; any other
violation of any covenant or condition of any of the Obligations; calling a
meeting of any creditors; filing of a voluntary or involuntary petition under
the Federal Bankruptcy Code which, in the case of an involuntary petition, is
not dismissed, discharged or bonded within 60 days of the date of such petition;
insolvency; entry of a judgment; failure to pay or remit any tax when assessed
or due unless contested in good faith by appropriate proceedings for which
adequate reserves are being provided; death (in the case of an individual),
termination (in the case of a partnership) or dissolution (in the case of a
corporation); granting a security interest in any property; suspension or
liquidation of usual business; failing to furnish financial information or to
permit inspection of books or records; making any misrepresentation to the Bank
in obtaining credit; or, in the Bank's opinion, impairment of financial
responsibility; then the Obligations shall be due and payable immediately
without notice or demand.
7. The undersigned agrees to indemnify the Bank for, and to hold the
Bank harmless from, any loss or expense which the Bank may sustain or incur,
including any interest payment by the Bank to lenders of funds borrowed by it in
order to make or maintain the loans evidenced hereby as a consequence of (a)
default by the undersigned in payment of the principal amount of, or interest
on, this Note and (b) payment by the undersigned on a day other than the
maturity date of any advance as a result of acceleration of the obligations
hereunder or otherwise. This covenant shall survive payment of this Note.
8. Each advance, and each payment made on account of the principal
thereof, shall be endorsed by the Holder on an attachment hereto on the date
such advance is made or a payment in immediately available funds is received.
This Note shall be used to record all advances and payments of principal made
hereunder until it is surrendered to the undersigned by the Bank and it shall
continue to be used even though there may be periods prior to such surrender
when no amount of principal or interest is owing hereunder.
9. The Bank shall have a continuing lien and/or right of set-off on
deposits (general and special) and credits with the Bank of every maker,
endorser and guarantor, and may apply all or part of same to the Obligation
(whether contingent or unmatured ), at any time or times, without notice. The
Bank shall have a continuing lien on all property of every maker, endorser and
guarantor and the proceeds therof held or received by or for the Bank for any
purpose. Any notice of disposition of property shall be deemed reasonable if
mailed at least 5 days before such disposition to the last address of such
maker, endorser or guarantor on the Bank's records. Each maker, endorser and
guarantor agrees to pay the costs and expenses (including, without limitation,
reasonable attorneys' fees) of enforcing the Obligations. Each maker, endorser
and guarantor waives protest and, in any litigation (whether or not relating to
the Obligations) in which the Bank and any of them shall be adverse parties,
waives the right to interpose any set-off or counterclaim of any nature or
description and any defense based upon any statue of limitations or any claim of
laches. Time for payment extended by law shall be included in the computation of
interest.
10. The undersigned hereby irrevocably (a) submits, in any legal
proceeding relating to this Note, to the non-exclusive in personam jurisdiction
of any state or United States court of competent jurisdiction sitting in the
State of New York and agrees to suit being brought in any such court, (b) agrees
to service of process in any such legal proceeding by mailing of copies thereof
(by registered or certified mail, if practicable) postage prepaid, or by telex,
to the undersigned at the last known address of the undersigned on the books of
the Bank, and (c) agrees that nothing contained herein shall affect the Bank's
right to effect service of process in any other manner permitted by law; and the
undersigned and the Bank hereby irrevocably waive, in any such legal proceeding,
trial by jury.
11. This Note shall be governed by, and construed in accordance with,
the laws of the State of New York.
COMPUTER HORIZONS CORP.
By: /s/ Xxxxxxx X. Xxxx
---------------------
Xxxxxxx X. Xxxx
Vice President Controller
