EXHIBIT 10.37
REVOLVING NOTE
$15,000,000.00 December 21, 2000
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 under
the Loan 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 is being and 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) December 31, 2000 (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 December, 2000, 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 principal hereunder 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 Batik 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/Execution and Delivery of Revolving Note.
This Revolving Note shall be governed by, and construed in accordance with, the
laws of the State of New Jersey. This Revolving Note was executed and delivered
by the Borrower to the Bank in 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 Notes. This Revolving Note shall supersede, replace
and continue, but shall not be considered a repayment or novation of, the
Revolving Note A and the Revolving Note B, each dated as of January 1, 2000, by
the Borrower to the order of the Bank (the "Prior Notes"). All obligations of
the Borrower under the Prior Notes shall be evidenced by, and continued pursuant
to, this Revolving Note.
IN WITNESS WHEREOF, the Borrower has caused this Revolving
Note to be executed duly authorized officer on the day and year first above
written and declares this Revolving Note to be a sealed instrument.
ATTEST: ALPHANET SOLUTIONS, INC.
By: JACK P. ADLER By: WILLIAM S. MEDVE
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Name: JACK P. ADLER Name: WILLIAM S. MEDVE
Title: Secretary Title: Senior Vice President,
Chief Financial Officer and Treasurer