PROMISSORY NOTE
EXHIBIT 10.30
$3,000,000.00
June_26, 2008
eResearch Technology, Inc.
00 Xxxxx 00xx Xxxxxx
0xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
00 Xxxxx 00xx Xxxxxx
0xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
eRT Investment Corporation
0000 Xxxxxxxxxx Xxxx
000 Xxxxxxxx Xxxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
0000 Xxxxxxxxxx Xxxx
000 Xxxxxxxx Xxxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
eRT Tech Corporation
0000 Xxxxxxxxxx Xxxx
000 Xxxxxxxx Xxxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
(Individually and collectively, “Borrower”)
0000 Xxxxxxxxxx Xxxx
000 Xxxxxxxx Xxxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
(Individually and collectively, “Borrower”)
Wachovia Bank, National Association
Philadelphia, Pennsylvania 19109
(Hereinafter referred to as “Bank”)
Philadelphia, Pennsylvania 19109
(Hereinafter referred to as “Bank”)
Xxxxxxxx promises to pay to the order of Bank, in lawful money of the United States of America by
mailing to the address specified hereinafter or wherever else Bank may specify, the sum of Three
Million and No/100 Dollars ($3,000,000.00) or such sum as may be advanced and outstanding from time
to time, with interest on the unpaid principal balance at the rate and on the terms provided in
this Promissory Note (including all renewals, extensions or modifications hereof, this “Note”).
LOAN AGREEMENT. This Note is subject to the provisions of that certain Loan Agreement between Bank
and Borrower of even date herewith, as modified from time to time.
LINE OF CREDIT. Borrower may borrow, repay and reborrow, and, upon the request of Borrower, Bank
shall advance and readvance under this Note from time to time until the maturity hereof (each an
“Advance” and together the “Advances”), so long as the total principal balance outstanding under
this Note at any one time does not exceed the principal amount stated on the face of this Note,
subject to the limitations described in any loan agreement to which this Note is subject. Bank’s
obligation to make Advances under this Note shall terminate if Borrower is in Default. As of the
date of each proposed Advance, Borrower shall be deemed to represent that each representation made
in the Loan Documents is true as of such date. 30-Day Payout. During the term of the Note,
Xxxxxxxx agrees to pay down the outstanding balance to a maximum of $0.00 for 30 consecutive days
annually.
If Borrower subscribes to Bank’s cash management services and such services are applicable to this
line of credit, the terms of such service shall control the manner in which funds are transferred
between the applicable demand deposit account and the line of credit for credit or debit to the
line of credit.
USE OF PROCEEDS. Borrower shall use the proceeds of the loan(s) evidenced by this Note for the
commercial purposes of Borrower, as follows: provide line of credit for working capital needs of
eResearch Technology, Inc. and subsidiaries. Line may be used for issuance of Letters of Credit
that shall reduce the availability under the line of credit for the term of the Letter(s) of
Credit.
INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note from the date
hereof at the LIBOR Market Index Rate plus 1.25%, as that rate may change from day to day in
accordance with changes in the LIBOR Market Index Rate (“Interest Rate”). “LIBOR Market Index
Rate”, for any day, means the rate for 1 month U.S. dollar deposits as reported on Telerate
Successor Page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London
business day, then the immediately preceding London business day (or if not so reported, then as
determined by Bank from another recognized source or interbank quotation).
DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (as defined
herein) occurs and as long as a Default continues, all outstanding Obligations, other than
Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to
time) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus 3%
(“Default Rate”). The Default Rate shall also apply from acceleration until the Obligations or any
judgment thereon is paid in full.
INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall be computed on the
basis of a 360-day year for the actual number of days in the applicable period (“Actual/360
Computation”). The Actual/360 Computation determines the annual effective interest yield by taking
the stated (nominal) rate for a year’s period and then dividing said rate by 360 to determine the
daily periodic rate to be applied for each day in the applicable period. Application of the
Actual/360 Computation produces an annualized effective rate exceeding the nominal rate.
REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of accrued
interest only, commencing on August 1, 2008, and continuing on the same day of each month
thereafter until fully paid. In any event, all principal and accrued interest shall be due and
payable on June 1, 2009.
APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of
the Obligations shall be applied to accrued interest and then to principal. If a Default occurs,
monies may be applied to the Obligations in any manner or order deemed appropriate by Bank.
If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or
for any reason returned by Bank because of any adverse claim or threatened action, the returned
payment shall remain payable as an obligation of all persons liable under this Note or other Loan
Documents as though such payment had not been made.
DEFINITIONS. Loan Documents. The term “Loan Documents”, as used in this Note and the other Loan
Documents, refers to all documents executed in connection with or related to the loan evidenced by
this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note,
and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any
applications for such letters of credit and any other documents executed in connection therewith or
related thereto, and may include, without limitation, a commitment letter that survives closing, a
loan agreement, this Note, guaranty agreements, security agreements, security instruments,
financing statements, mortgage instruments, any renewals or modifications, whenever any of the
foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101, as in
effect from time to time). Obligations. The term “Obligations”, as used in this Note and the
other Loan Documents, refers to any and all indebtedness and other obligations under this Note, all
other obligations under any other Loan Document(s), and all obligations under any swap agreements
(as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its
affiliates, whenever executed. Certain Other Terms. All terms that are used but not otherwise
defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial
Code.
LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge
equal to 5% of each payment past due for 10 or more days. This late charge shall not apply to
payments due at maturity or by acceleration hereof, unless such late payment is in an amount not
greater than the highest periodic payment due hereunder.
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Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a
waiver of Bank’s right to collect such late charge or to collect a late charge for any subsequent
late payment received.
ATTORNEYS’ FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank’s reasonable expenses
actually incurred to enforce or collect any of the Obligations including, without limitation,
reasonable arbitration, paralegals’, attorneys’ and experts’ fees and expenses, whether incurred
without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in
any appellate or bankruptcy proceeding.
USURY. If at any time the effective interest rate under this Note would, but for this paragraph,
exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum
lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal
and then to fees and expenses, or, if no such amounts are owing, returned to Borrower.
DEFAULT. If any of the following occurs, a default (“Default”) under this Note shall exist:
Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations or
default, however denominated, under this Note or any other Loan Documents. False Warranty. A
warranty or representation made or deemed made in the Loan Documents or furnished Bank in
connection with the loan evidenced by this Note proves materially false, or if of a continuing
nature, becomes materially false. Cross Default. At Bank’s option, any default in payment or
performance of any obligation under any other loans, contracts or agreements of Borrower, any
Subsidiary or Affiliate of Borrower, any general partner of or the holder(s) of the majority
ownership interests of Borrower with Bank or its affiliates (“Affiliate” shall have the meaning as
defined in 11 U.S.C. § 101, as in effect from time to time, except that the term “Borrower” shall
be substituted for the term “Debtor” therein; “Subsidiary” shall mean any business in which
Borrower holds, directly or indirectly, a controlling interest). Cessation; Bankruptcy. The death
of, appointment of a guardian for, dissolution of, termination of existence of, loss of good
standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or
commencement of any bankruptcy or insolvency proceeding by or against Borrower, its Subsidiaries or
Affiliates, if any, or any general partner of or the holder(s) of the majority ownership interests
of Borrower, or any party to the Loan Documents. Material Capital Structure or Business
Alteration. Without prior written consent of Bank, (i) a material alteration in the kind or type
of Borrower’s business or that of Borrower’s Subsidiaries, if any; (ii) the sale of substantially
all of the business or assets of Borrower, any of Borrower’s Subsidiaries or Affiliates or any
guarantor, or a material portion (25% or more) of such business or assets if such a sale is outside
the ordinary course of business of Borrower, or any of Borrower’s Subsidiaries or any guarantor, or
more than 50% of the outstanding stock or voting power of or in any such entity in a single
transaction or a series of transactions; (iii) should any Borrower or any of Borrower’s
Subsidiaries or Affiliates or any guarantor enter into any merger or consolidation in which the
Borrower is not the surviving entity. Material Adverse Change. Bank determines in good faith, in
its reasonable discretion, that the prospects for payment or performance of the Obligations are
impaired or there has occurred a material adverse change in the business or prospects of Borrower,
financial or otherwise.
REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan Documents, Bank may at any
time thereafter, take the following actions: Bank Lien. Foreclose its security interest or lien
against Xxxxxxxx’s deposit accounts and investment property without notice. Acceleration Upon
Default. Accelerate the maturity of this Note and, at Bank’s option, any or all other Obligations,
other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from
time to time) between Borrower and Bank, or its affiliates, which shall be due in accordance with
and governed by the provisions of said swap agreements; whereupon this Note and the accelerated
Obligations shall be immediately due and payable; provided, however, if the Default is based upon a
bankruptcy or insolvency proceeding commenced by or against Borrower or any guarantor or endorser
of this Note, all Obligations (other than Obligations under any swap agreement as referenced above)
shall automatically and immediately be due and payable. Cumulative. Exercise any rights and
remedies as provided under the Note and other Loan Documents, or as provided by law or equity.
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FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information as Bank may
reasonably request from time to time, including without limitation, financial statements and
information pertaining to Borrower’s financial condition. Such information shall be true,
complete, and accurate.
WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan
Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of
any Default shall operate as a waiver of any other Default or the same Default on a future
occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or
remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.
Except to the extent otherwise provided by the Loan Documents or prohibited by law, each Borrower
and each other person liable under this Note waives presentment, protest, notice of dishonor,
demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity,
notice of sale and all other notices of any kind. Further, each agrees that Bank may (i) extend,
modify or renew this Note or make a novation of the loan evidenced by this Note, and/or (ii) grant
releases, compromises or indulgences with respect to any collateral securing this Note, or with
respect to any Borrower or other person liable under this Note or any other Loan Documents, all
without notice to or consent of each Borrower and other such person, and without affecting the
liability of each Borrower and other such person; provided, Bank may not extend, modify or renew
this Note or make a novation of the loan evidenced by this Note without the consent of the
Borrower, or if there is more than one Borrower, without the consent of at least one Borrower; and
further provided, if there is more than one Borrower, Bank may not enter into a modification of
this Note which increases the burdens of a Borrower without the consent of that Borrower.
MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the
benefit of and be binding upon the parties and their respective successors and assigns. Bank’s
interests in and rights under this Note and the other Loan Documents are freely assignable, in
whole or in part, by Bank. In addition, nothing in this Note or any of the other Loan Documents
shall prohibit Bank from pledging or assigning this Note or any of the other Loan Documents or any
interest therein to any Federal Reserve Bank. Borrower shall not assign its rights and interest
hereunder without the prior written consent of Bank, and any attempt by Xxxxxxxx to assign without
Bank’s prior written consent is null and void. Any assignment shall not release Borrower from the
Obligations. Applicable Law; Conflict Between Documents. This Note and, unless otherwise provided
in any other Loan Document, the other Loan Documents shall be governed by and interpreted in
accordance with federal law and, except as preempted by federal law, the laws of the state named in
Bank’s address on the first page hereof without regard to that state’s conflict of laws principles.
If the terms of this Note should conflict with the terms of any loan agreement or any commitment
letter that survives closing, the terms of this Note shall control. Borrower’s Accounts. Except
as prohibited by law, Borrower grants Bank a security interest in all of Borrower’s deposit
accounts and investment property with Bank and any of its affiliates. Swap Agreements. All swap
agreements (as defined in 11 U.S.C. § 101, as in effect from time to time), if any, between
Borrower and Bank or its affiliates are independent agreements governed by the written provisions
of said swap agreements, which will remain in full force and effect, unaffected by any repayment,
prepayment, acceleration, reduction, increase or change in the terms of this Note, except as
otherwise expressly provided in said written swap agreements, and any payoff statement from Bank
relating to this Note shall not apply to said swap agreements except as otherwise expressly
provided in such payoff statement. Jurisdiction. Borrower irrevocably agrees to non-exclusive
personal jurisdiction in the state named in the Bank’s address on the first page hereof.
Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or
invalid under applicable law, such provision shall be ineffective but only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Note or other such document. Payments. All payments shall be mailed to Bank at
Commercial Loan Services, P. O. Box 740502, Atlanta, GA 30374-0502; or other such address as
provided by Bank in writing. Notices. Any notices to Borrower shall be sufficiently given, if in
writing and mailed or delivered to the Borrower’s address shown above or such other address as
provided hereunder, and to Bank, if in writing and mailed or delivered to Wachovia Bank, National
Association, Mail Code VA7628, P. O. Box 00000, Xxxxxxx, XX 00000 or Wachovia
Bank, National Association, Mail Code VA7628, 00 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 or such
other address as Bank may specify in writing from time to time.
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Notices to Bank must include the
mail code. In the event that Xxxxxxxx changes Xxxxxxxx’s address at any time prior to the date the
Obligations are paid in full, Xxxxxxxx agrees to promptly give written notice of said change of
address by registered or certified mail, return receipt requested, all charges prepaid. Plural;
Captions. All references in the Loan Documents to Borrower, guarantor, person, document or other
nouns of reference mean both the singular and plural form, as the case may be, and the term
“person” shall mean any individual, person or entity. The captions contained in the Loan Documents
are inserted for convenience only and shall not affect the meaning or interpretation of the Loan
Documents. Advances. Bank may, in its sole discretion, make other advances which shall be deemed
to be advances under this Note, even though the stated principal amount of this Note may be
exceeded as a result thereof. Posting of Payments. All payments received during normal banking
hours after 2:00 p.m. local time at the address for payments set forth above shall be deemed
received at the opening of the next banking day. Joint and Several Obligations. If there is more
than one Borrower, each is jointly and severally obligated together with all other parties
obligated for the Obligations. Fees and Taxes. Borrower shall promptly pay all documentary,
intangible recordation and/or similar taxes on this transaction whether assessed at closing or
arising from time to time. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE
PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR
ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR
BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT
BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY
PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY
RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN
CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY
ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot Act Notice. To help fight the funding of
terrorism and money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person who opens an account. For
purposes of this section, account shall be understood to include loan accounts. Final Agreement.
This Note and the other Loan Documents represent the final agreement between the parties and may
not be contradicted by evidence of prior or contemporaneous agreements of the parties. There are
no unwritten agreements between the parties.
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER BY EXECUTION
HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT
EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT
TO BANK TO ACCEPT THIS NOTE. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND
REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY
LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO
OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS NOTE.
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IN WITNESS WHEREOF, Xxxxxxxx, on the day and year first above written, has caused this Note to be
duly executed under seal.
| eResearch Technology, Inc. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | (SEAL) | ||||
| eRT Investment Corporation | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | (SEAL) | ||||
| eRT Tech Corporation | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | (SEAL) | ||||
Tracking #: 469318
CAT — Deal # 818530 Facility ID 635162
CAT — Deal # 818530 Facility ID 635162
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