<PAGE>
EXHIBIT 4.2
NOTE OF META GROUP, INC. IN FAVOR OF THE BANK OF NEW YORK IN THE PRINCIPAL
AMOUNT OF $25,000,000 DATED SEPTEMBER 18, 2000
FOR VALUE RECEIVED, the undersigned, META GROUP, INC., a Delaware
corporation (the "BORROWER"), hereby promises to pay to the order of THE BANK OF
NEW YORK (the "BANK"), on the Maturity Date, the lesser of TWENTY FIVE MILLION
DOLLARS ($25,000,000.00) or the outstanding principal balance of the Loans made
by the Bank, and to pay interest from the date hereof on the principal balance
thereof from time to time outstanding, at the rate or rates, and at the times,
set forth in the Credit Agreement, dated as of September 18, 2000, between the
Borrower and the Bank (as the same may be amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT"), in each case at the office
of the Bank located at 10 Mason Street, Greenwich, Connecticut, or at such other
place as the Bank may specify from time to time, in lawful money of the United
States of America in immediately available funds.
Capitalized terms used herein which are not otherwise defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement.
The Loans evidenced by this Note are prepayable in the amounts and
under the circumstances, and its maturity is subject to acceleration upon the
terms, set forth in the Credit Agreement. This Note is the Note under, and as
such term is defined in, the Credit Agreement, and is subject to, and should be
construed in accordance with, the provisions thereof, and is entitled to the
benefits and security set forth in the Loan Documents.
The Bank is hereby authorized to record on the schedule annexed hereto,
and any continuation sheets which the Bank may attach hereto, the (i) date and
amount of each Loan made by the Bank, (ii) character thereof as an ABR Advance,
a LIBOR Advance, a Fixed Rate Advance, or a combination thereof, (iii) interest
rate (without regard to the Applicable Margin) applicable to each LIBOR Advance
and any Fixed Rate Advance, (iv) Interest Period applicable to each LIBOR
Advance, and (iv) date and amount of each conversion of, and each payment or
prepayment of principal of, any such Loan. No failure to so record or any error
in so recording shall affect the obligation of the Borrower to repay the Loans,
together with interest thereon, as provided in the Credit Agreement, and the
outstanding principal balance of the Loans made by the Bank as set forth in such
schedule shall be presumed to be correct absent manifest error.
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Except as specifically otherwise provided in the Credit Agreement, the
Borrower hereby waives presentment, demand, notice of dishonor, protest, notice
of protest and all other demands, protests and notices in connection with the
execution, delivery, performance, collection and enforcement of this Note.
This Note may only be amended by an instrument in writing executed
pursuant to the provisions of Section 10.1 of the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS, BUT INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW.
META GROUP, INC.
By: /s/ BERNARD F. DENOYER
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Name: BERNARD F. DENOYER
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Title: CHIEF FINANCIAL OFFICER
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2
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SCHEDULE TO
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NOTE
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<TABLE>
<CAPTION>
Interest Rate
on LIBOR
and Fixed
Rate
Type of Amount of Advances
Advance principal (without Interest
(ABR, converted, regard to Period (if
LIBOR or Amount of paid or Applicable LIBOR Notation
DATE fixed rate) advance prepaid margin) advance) made by
---- ----------- --------- ---------- ------------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
