<PAGE>
EXHIBIT 10.2
July 28, 2000
MASTER PROMISSORY NOTE
(ALTERNATE BASE RATE/LIBOR)
THE
BANK OF
NEW
YORK
$12,000,000
FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay
to the order of THE BANK OF NEW YORK (the "Bank") at its 10 Mason Street,
Greenwich, Connecticut office, the principal sum of twelve million Dollars
($12,000,000) or the aggregate unpaid principal amount of all advances made
by the Bank to the Borrower (which aggregate unpaid principal amount shall be
equal to the amount duly indorsed and set forth opposite the date last
appearing on the schedule attached to this note), whichever is less.
The Borrower agrees to pay interest on the unpaid principal balance of
each advance evidenced hereby from the date such advance is made at a rate per
annum equal to (i) the Alternate Base Rate plus 0%, or (ii) during any Interest
Period, LlBOR plus 1.5%, as the Borrower may elect in accordance with the terms
of this note, but not to exceed the maximum rate permitted by law. At any time
that an advance evidenced by this note shall bear interest based on the
Alternate Base Rate it shall be referred to herein as an "ABR Advance". At any
time that an advance evidenced by this note shall hear interest based on LIBOR,
it shall be referred to herein as a "LIBOR Advance". If any advance evidenced by
this note is not paid when due, the Borrower agrees to pay interest on such
advance, payable on demand, at a rate per annum equal to, if the advance is an
ABR Advance, 2% above the rate specified in clause (i) above and, if the advance
is a LIBOR Advance, 2% above the rate otherwise applicable to such advance until
the end of the then current Interest Period and thereafter, 2% above the rate
specified in clause (i) above, but in any case not to exceed the maximum rate
permitted by law. LIBOR Advances shall be in a minimum amount of $l00,000 and
the Borrower shall give the Bank prior irrevocable notice of its desire to
borrow a LIBOR Advance no later than 11:00 a.m. (New York City time) three
Business Days prior to the proposed date of borrowing.
"Alternate Base Rate" shall mean, for any day, a rate per annum equal
to the higher of (i) the Prime Rate in effect on such day and (ii) the Federal
Funds Rate in effect on such day plus 1/2 of 1%.
"Business Day" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in Greenwich, Connecticut are authorized or
required by law to close and, with respect to a LIBOR Advance, a day which is
also a day on which commercial banks are open for business (including dealings
in U.S. Dollar deposits) in London, England and New York, New York.
"Federal Funds Rate" shall mean, for any day, the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or if such rate is not so published for any
day which is a Business Day, the average of quotations for such day on such
transactions received by
<PAGE>
the Bank from three Federal funds brokers of recognized standing selected by
the Bank.
"Interest Period" shall mean a period of 1, 2 or 3 month(s) as mutually
agreed by the Borrower and the Bank no later than 11:00 a.m. (New York City
time) three Business Days prior to the first day of such period; provided that
(i) if any Interest Period would end on a day which is not a Business Day, such
Interest Period shall end on the next succeeding Business Day except, if such
next succeeding Business Day falls in another calendar month, such Interest
Period shall end on the next preceding Business Day and (ii) if any Interest
Period would begin on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period), such Interest Period shall end on the last day of the
calendar month.
"LIBOR" shall mean for the Interest Period relating to a LIBOR Advance,
the rate per annum (rounded, if necessary, to the next higher 1/16 of one
percent) equal to the arithmetic mean of the offered rates for deposits in U.S
Dollars for a period comparable to such Interest Period which appear on the LIBO
Page of the Reuters Monitor Money Rates Service (or such other page as may
replace such page on such service for the purpose of displaying LIBOR) as of
11:00 a.m. (London time) on the day that is two Business Days prior to the first
day of such Interest Period. If fewer than two rates appear on the LIBO Page of
the Reuters Monitor Money Rates Service, LIBOR shall mean for the Interest
Period relating to a LIBOR Advance, the rate per annum (rounded, if necessary,
to the next higher 1/16 of the percent) at which the Bank offers deposits in
U.S. Dollars for a period comparable to such Interest Period and in an amount
equal to the outstanding principal amount of such LIBOR Advance to leading banks
in the London interbank eurodollar market as of 11:00 a.m. (London time) on the
day that is two Business Days prior to the first day of such Interest Period.
"Prime Rate" shall mean, for any day, the prime commercial lending rate
of the Bank as publicly announced to be in effect from time to time, such rate
to be adjusted automatically, without notice, on the effective date of any
change in such rate. The Borrower acknowledges that the Prime Rate is not the
lowest rate at which the Bank may make loans or other extensions of credit.
Interest shall be computed on the basis of a 360 day year for the
actual number of days elapsed. Interest on each ABR Advance shall be payable
monthly on the first day of each month, and at maturity of such advance (whether
by acceleration or otherwise). Interest on each LIBOR Advance shall be payable
at the maturity of such advance (whether by acceleration or otherwise).
If any payment of principal of or interest on the advances evidenced by
this note becomes due and payable on a day which is not a Business Day, then
such payment shall be extended to the next succeeding Business Day and interest
shall be payable at the rate set forth above during such extension.
Each ABR Advance shall be payable ON DEMAND, and may be prepaid at any
time without penalty, but with interest on the amount being prepaid through the
date of prepayment. Each LIBOR Advance shall be payable on the last day of the
Interest Period for such advance, and the Borrower shall not have the right to
prepay any LIBOR Advance.
If the Bank shall make a new advance on a day on which the Borrower is
to repay an advance hereunder, the Bank shall apply the proceeds of the new
advance to make such repayment and only the amount by which the amount being
advanced exceeds the amount being repaid shall be made available to the Borrower
in accordance with the terms of this note.
<PAGE>
If at any time, it becomes illegal for the Bank to make or maintain a
LIBOR Advance, or U.S. Dollar deposits are unavailable in the London interbank
eurodollar market, then each LIBOR Advance outstanding at such time shall
automatically convert to an ABR Advance and no new advance may be made as a
LIBOR advance until such circumstances no longer exist.
The Borrower agrees to compensate the Bank for any loss (other than
lost profit) or expense (including, without limitation, any loss or expense
arising from re-employment of funds obtained by the Bank in order to make or
maintain a LIBOR Advance or from any payment by the Bank to the lenders of such
funds) which the Bank may sustain or incur in the event that (i) the Borrower
fails to pay when due the principal amount of or interest on any LIBOR Advance,
(ii) the Borrower fails to make a borrowing of a LIBOR Advance after the
Borrower has requested the same in accordance with the provisions of this note,
or (iii) the Borrower makes a payment of the principal amount of a LIBOR
Advance, or a LIBOR Advance is automatically converted to an ABR Advance, prior
to the last day of the Interest Period applicable thereto. Such compensation may
include an amount equal to the excess, if any, of (i) the amount of interest
(excluding any margin included therein) which would have accrued on the amount
so paid or converted, or not so borrowed, for the period from the date of such
payment or conversion or of such failure to borrow to the last day of such
Interest Period (or, in the case of a failure to borrow, the Interest Period
that would have commenced on the date of such failure) in each case at LIBOR
which is applicable or would have been applicable to such LIBOR Advance over
(ii) the amount of interest (as reasonably determined by the Bank) which would
have accrued on such amount by placing such amount on deposit for a comparable
period with leading banks in the London interbank eurodollar market.
In the event that any law, treaty, or government regulation subjects
the Bank to any tax with respect to this note or imposes upon the Bank any
reserve, special deposit, assessment or similar requirement against assets held
by or deposits in or for the account of any office of the Bank, and the result
is to increase the cost to the Bank of making or maintaining a LIBOR Advance, or
to reduce the amount of any payment in respect of a LIBOR Advance, by an amount
deemed material by the Bank, the Borrower shall pay to the Bank on demand an
additional amount as will compensate the Bank for such increased cost or reduced
return.
The Borrower's obligations under the immediately preceding two
paragraphs shall survive payment of the advances and all other amounts payable
hereunder. A certificate of the Bank setting forth such amount or amounts as
shall be necessary to compensate the Bank as specified in the immediately
preceding two paragraphs shall be conclusive absent manifest error.
The Borrower hereby authorizes the Bank to accept telephonic
instructions from a duly authorized representative of the Borrower to make an
advance hereunder or receive any payment of an advance and to indorse on the
schedule attached hereto the amount of all advances hereunder and all principal
payments hereof received by the Bank.
The Bank is hereby authorized to charge any deposit account of the
Borrower maintained at the Bank for each principal prepayment hereof on the date
made, and for each principal payment and for each interest payment due hereunder
on the due date thereof. The Bank shall credit the Borrower's deposit account
maintained at the Bank in the amount of each advance hereunder on the date of
such advance, which credit will be confirmed to the Borrower by standard advice
of credit or notation in the monthly statement sent to the Borrower in
connection with such account. The Borrower agrees that the actual crediting of
the amount of the advance to the Borrower's deposit account shall
<PAGE>
constitute conclusive evidence that the advance was made, and neither the
failure of the Bank to indorse on the schedule attached hereto the amount of the
advance nor the failure of the Bank to forward an advice of credit to the
Borrower or to note such advance in the monthly statement sent to the Borrower
shall affect the Borrower's obligations hereunder.
If any of the following events shall occur with respect to any Obligor
(which term shall include the Borrower, any guarantor hereof or any hypothecator
of any collateral securing this note): (i) failure of any Obligor in the
performance of any of such Obligor's covenants herein or in any instrument,
document or agreement delivered in connection herewith; (ii) default by any
Obligor in the payment or performance of any Obligation (which term shall
include any and all present or future obligations or liabilities of such Obligor
to the Bank, whether incurred by such Obligor as maker, indorser, drawer,
acceptor, guarantor, accommodation party, counterparty, purchaser, seller or
otherwise, and whether due or to become due, secured or unsecured, absolute or
contingent, joint and/or several, and howsoever and whensoever acquired by the
Bank); (iii) failure of any Obligor to pay when due any other indebtedness for
borrowed money, acceleration of the maturity of such indebtedness or the
occurrence of any event which with notice or lapse of time, or both, would
permit acceleration of such indebtedness; (iv) if the Obligor is an individual,
the death or incompetence of such Obligor. (v) if the Obligor is not an
individual, the dissolution, merger or consolidation of, or the sale or disposal
of all or substantially all of the assets of, such Obligor without the prior
written consent of the Bank; (vi) the financial condition or credit standing of
any Obligor shall be or become materially impaired in the sole opinion of the
Bank or any of its officers; (vii) commencement of any proceeding, procedure or
other remedy supplemental to the enforcement of a judgment against any Obligor;
(viii) any representation or warranty made by any Obligor or any financial or
other statement of any Obligor delivered to the Bank by or on behalf of any
Obligor proves to be untrue, incorrect or incomplete when made or delivered;
(ix) the death of the insured under any life insurance policy held as collateral
by the Bank for the Obligations of any Obligor with respect to this note, or the
non-payment of any premiums on any such life insurance policy; (x) the validity
or enforceability of this note, any guarantee hereof or any other document
delivered in connection herewith shall be contested or declared null and void or
any Obligor shall deny it has any liability or obligation under or with respect
to this note, any guarantee hereof or any other document delivered by it in
connection herewith; (xi) any Obligor shall make payment on account of any
indebtedness subordinated to the indebtedness evidenced by this note in
contravention of the terms of such subordination; or (xii) the line of credit
under which the advances evidenced by this note are made shall be canceled; then
the LIBOR Advances evidenced by this note and all accrued interest thereon shall
become due and payable forthwith, upon declaration to that effect by the Bank,
without notice to the Borrower or any other Obligor, anything contained herein
or in any other document, instrument or agreement to the contrary
notwithstanding.
All advances evidenced hereby together with all accrued interest
thereon shall become immediately and automatically due and payable, without
demand, presentment, protest or notice of any kind, upon the commencement by or
against any Obligor of a case or proceeding under any bankruptcy, insolvency or
other law relating to the relief of debtors, the readjustment, composition or
extension of indebtedness or reorganization or liquidation.
The Borrower waives presentment, demand, protest and notice of protest,
non-payment or dishonor of this note.
The Borrower acknowledges that the ABR Advances evidenced hereby are
payable on demand and payment thereof may be demanded by the Bank at any time
for any reason in the sole and absolute discretion of the Bank.
The Bank shall have a lien on the balances of the Borrower now or
hereafter on deposit with
<PAGE>
or held as custodian by the Bank and the Bank shall have full authority to set
off such balances against the indebtedness evidenced by this note or any other
Obligation and may at any time, without notice, to the extent permitted by law,
apply the same to the advances evidenced by this note or such other Obligations,
whether due or not.
All obligations of the Borrower to the Bank under this note are secured
pursuant to the terms of any security agreement executed by the Borrower in
favor of the Bank dated of even date herewith as such agreement may be amended
or modified from time to time and any mortgage executed by the Borrower in favor
of the Bank dated of even date herewith as such mortgage may be modified from
time to time, and any other security agreement and mortgage that the Borrower
shall have executed or shall at any time execute in favor of the Bank, and the
Bank is entitled to all the benefits thereof.
The Borrower agrees to pay all costs and expenses incurred by the Bank
incidental to or in any way relating to the Bank's enforcement of the
obligations of the Borrower hereunder or the protection of the Bank's rights, in
connection herewith, including, but not limited to, reasonable attornevs' fees
and expenses, whether or not litigation is commenced.
Promptly upon the Bank's request, the Borrower agrees to furnish such
information (including, without limitation, financial statements and tax returns
of the Borrower) to the Bank and to permit the Bank to inspect and make copies
of its books and records, as the Bank shall reasonably request from time to
time.
So long as any obligation of the Borrower to the Bank under this note
is or may be outstanding and unpaid, the Borrower agrees that it will not grant,
without the prior written consent of the Bank, a security interest in, a lien
upon or an assignment of, any of its current assets (as so classified in
accordance with generally accepted accounting principles) now owned or hereafter
acquired to secure any obligation for the payment of borrowed money indebtedness
except indebtedness owed to the Bank.
The Borrower waives any right to claim or interpose any counterclaim or
set-off of any kind in any litigation relating to this note or the transactions
contemplated hereby.
This note may not be amended, and compliance with its terms may not be
waived, orally or by course of dealing, but only by a writing signed by an
authorized officer of the Bank.
This note may be assigned or indorsed by the Bank and its benefits
shall inure to the successors, indorsees and assigns of the Bank.
The Borrower authorizes the Bank to date this note and to complete any
blank space herein according to the terms upon which said advances were granted.
No failure on the part of the Bank to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Bank of any right,
remedy or power hereunder preclude any other or future exercise thereof or the
exercise of any other right, remedy or power.
Each and every right, remedy and power hereby granted to the Bank or
allowed it by law or other agreement shall be cumulative and not exclusive of
any other right, remedy or power, and may be exercised by the Bank at any time
and from time to time.
Every provision of this note is intended to be severable; if any term
or provision of this note shall be invalid, illegal or unenforceable for any
reason, the validity, legality and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired thereby.
<PAGE>
IF THE BORROWER IS A CORPORATION:
The Borrower represents and warrants that the Borrower is a corporation
duly organized, validly existing and in good standing under the laws of the
state of its incorporation and is duly qualified to do business in the State of
Connecticut; that the execution, delivery and performance of this note are
within the Borrower's corporate powers and have been duly authorized by all
necessary action of its board of directors and shareholders; and that each
person executing this note has the authority to execute and deliver this note on
behalf of the Borrower.
IF THE BORROWER IS A LIMITED LIABILITY COMPANY:
The Borrower represents and warrants that the Borrower is a limited
liability company duly organized, validly existing and in good standing under
the laws of the state of its organization and is duly qualified to do business
in the State of Connecticut; that the execution, delivery and performance of
this note are within the Borrower's company powers and have been duly authorized
by all necessary action of its members; and that each person executing this note
has the authority to execute and deliver this note on behalf of the Borrower.
IF THE BORROWER IS A PARTNERSHIP:
The Borrower represents and warrants that the Borrower is a partnership
duly formed under the laws of the state of its formation and is duly qualified
to do business in the State of Connecticut; that the execution, delivery and
performance of this note are within the Borrower's partnership powers and have
been duly authorized by all necessary action of its partners and do not
contravene the provisions of its partnership agreement; and that each person
executing this note has the authority to execute and deliver this note on behalf
of the Borrower.
THE PROVISIONS OF THIS NOTE SHALL BE CONSTRUED AND INTERPRETED, AND ALL
RIGHTS AND OBLIGATIONS HEREUNDER DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CONNECTICUT WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE
BORROWER SUBMITS TO THE JURISDICTION OF STATE AND FEDERAL COURTS LOCATED IN THE
STATE OF CONNECTICUT AND THE CITIES OF STAMFORD OR BRIDGEPORT IN PERSONAM AND
AGREES THAT ALL ACTIONS AND PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS
NOTE SHALL BE LITIGATED ONLY IN SAID COURTS OR COURTS LOCATED ELSEWHERE AS
SELECTED BY THE BANK AND THAT SUCH COURTS ARE CONVENIENT FORUMS. THE BORROWER
WAIVES PERSONAL SERVICE UPON IT AND CONSENTS TO SERVICE OF PROCESS BY MAILING A
COPY THEREOF TO IT BY REGISTERED OR CERTIFIED MAIL.
THE BORROWER AND THE BANK WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS
NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
<PAGE>
Name of Borrower: META GROUP, INC. Address of Borrower: 208 HARBOR DRIVE
STAMFORD, CT 06912
SIGNATURE OF BORROWER
OR AUTHORIZED SIGNER
/s/: Bernard F. Denoyer
Title: Chief Financial Officer
SIGNATURE OF BORROWER
OR AUTHORIZED SIGNER
If Authorized Signer:
Name:
Title:
