FOURTH
REPLACEMENT
REVOLVER NOTE
$12,000,000.00 West Windsor, New Jersey
as of October 31, 2000
FOR VALUE RECEIVED, DATARAM CORPORATION, a New Jersey
corporation, having an address at Route 571, Princeton Road, West
Windsor Township, New Jersey 08543 ("Borrower"), promises to pay
the order of FIRST UNION NATIONAL BANK, successor by merger to
CoreStates Bank, N.A., successor by merger to New Jersey National
Bank, a national banking association, having its principal office
at 370 Scotch Road, West Trenton, New Jersey 08628 ("Bank"), at
its offices or at such other address as may hereafter be
specified by Bank, in lawful money of the United States of
America, the principal sum of TWELVE MILLION DOLLARS
($12,000,000.00), or the aggregate unpaid principal amount of all
Revolving Credit Advances (as defined in the Loan Agreement,
hereinafter referred to) made to the Borrower by the Bank (the
"Loan") pursuant to the Loan Agreement, together with interest
thereon at the rate or rates and in the installments and at the
times hereinafter provided.
1. Definitions. Whenever used in this Fourth Replacement
Revolver Note, the following words and phrases shall have the
respective meanings ascribed to them below.
(1) "Adjusted LIBOR Rate" - means the LIBOR Rate plus
the Applicable Margin.
(2) "Adjusted Prime Rate" - means the Prime Rate minus
the Applicable Margin.
(3) "Applicable Margin" - means, for Prime Rate
Tranches 0.75% per annum and for LIBOR Tranches 1.00% per annum.
(4) "Bank" - as defined in the introductory paragraph
hereof.
(5) "Borrower" - as defined in the introductory
paragraph hereof.
(6) "Business Day" - means any day other than a
Saturday, Sunday, or other day on which commercial banks in New
Jersey are authorized or required to close under the laws of the
State of New Jersey.
(7) "Contract Right" - as defined in Section 7 hereof.
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(8) "Default" - means and refers to any event, act or
occurrence, which with the
passing of time or the giving of notice or both, would constitute
and Event of Default as defined in the Loan Agreement.
(9) "Default Rate" - means and refers to any event,
act or occurrence, which with the passing of time or the giving
of notice or both, would constitute an Event of Default as
defined in the Loan Agreement.
(10) "Dollars" and "$" - mean lawful money of the
United States of America.
(11) "Effective Date" - means, for the Prime Rate
Tranche, the date on which a Prime Rate Interest Period
commences, pursuant to Section 3 hereof, for the LIBOR Tranche,
the date Borrower designates as the date on which a LIBOR
Interest Period is to commence pursuant to Section 3 hereof.
(12) "Event of Default" - shall mean and Event of
Default as defined in the Loan Agreement.
(13) "Indemnified Loss or Expense" - as defined in
Section 4 hereof.
(14) "Interest Period" - means any period during which
the Interest Rate is the Adjusted Prime Rate, or any Adjusted
LIBOR Rate, or the Default Rate, as appropriate.
(15) "Interest Rate" - means the Adjusted LIBOR Rate
and the Adjusted Prime Rate, or the Default Rate, as appropriate.
(16) "LIBOR Interest Period" - for a LIBOR Tranche
means, initially, the period of time, beginning on an Effective
Date and ending one, two or three months thereafter, as selected
by Borrower-by telephone or in writing (and if by telephone,
confirmed by Borrower the same day by facsimile), during which
the Interest Rate for such LIBOR Tranche is the Adjusted LIBOR
Rate and thereafter, each period commencing on the last day of
the immediately preceding LIBOR Interest Period and ending one,
two or three months thereafter, as selected by Borrower-by
telephone or in writing (and if by telephone, confirmed by
Borrower the same day by facsimile), but in no event after the
Revolving Credit Maturity Date; subject, however, to the
following provisions: (i) if any LIBOR Interest Period would
otherwise end on a day which is not a Business Day, that LIBOR
Interest Period shall be extended to the next succeeding Business
Day unless the result of such extension would be to carry such
LIBOR Interest Period into
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another calendar month, in which event such LIBOR Interest Period
shall end on the immediately preceding Business Day; and (ii) any
LIBOR Interest Period that begins 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 LIBOR
Interest Period) shall end on the last Business Day of a
calendar month.
(17) "LIBOR Rate" - means, for each LIBOR Tranche,
with respect to each day during each LIBOR Interest Period, the
rate (rounded to the next higher 1/100 of 1%) for U.S. dollar
deposits for the relevant LIBOR Interest Period, as reported on
Telerate page 3750 as of 11:00 a.m., London time, on the second
London Business Day before the relevant LIBOR Interest Period
begins (or if not so reported, then as determined by the Bank
from another recognized source or interbank quotation), adjusted
for reserves by dividing that rate by 1.00 minus the LIBOR
Reserve.
(18) "LIBOR Reserve" means the maximum percentage
reserve requirement (rounded to the next higher 1/100 of 1% and
expressed as a decimal) in effect for any day during the LIBOR
Interest Period under the Federal Reserve Board's Regulation D
for Eurocurrency liabilities as defined therein. Notwithstanding
the foregoing, if the Borrower has hedged the interest expense
incidental to any Loan accruing interest based upon the LIBOR
Rate by entering into an interest rate swap transaction pursuant
to a swap agreement, LIBOR Rate shall be rounded five decimal
places in accordance with the 1991 ISDA Definitions published by
the International Swaps and Derivatives Association, Inc.
(19) "LIBOR Tranche" - means each portion of the Loan
to which an Adjusted LIBOR Rate applies.
(20) "Loan" - as defined in the introductory paragraph
hereof.
(21) "Loan Agreement" - means the Loan Agreement dated
October 27, 1994, as amended by Amendment Number One to Loan
Agreement dated November 1, 1996, by the Letter Agreement dated
October 22, 1997, by Amendment Number Two to Loan Agreement dated
October 26, 1998, by Amendment Number Three to Loan Agreement
dated October 26, 1999, by Amendment Number Four to Loan
Agreement dated October 31, 2000 and as may be further amended,
supplemented, modified or extended from time to time.
(22) "Loan Documents" - means this Fourth Replacement
Revolver Note in the Principal amount of up to Twelve Million
Dollars ($12,000,000.00), the Loan
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Agreement and any and all other documents executed by Borrower
in connection with the Loan.
(23) "London Business Day" - means any Business Day on
which commercial banks, are open for international business
(including dealing in Dollar deposits) in London, England and New
Jersey.
(24) "Material Adverse Effect" - has the meaning given
such term in the Loan Agreement.
(25) "Maturity Date" - as defined in Section 3 hereof.
(26) "Operating Account" - has the meaning given to
such term in Section 3 hereof.
(27) "Person" - has the meaning given such term in the
Loan Agreement.
(28) "Prime Rate" - means for each day, the lending
rate set and announced by Bank from time to time for purposes of
fixing interest rates on various categories of loans which Bank
determines are to be tied to such Prime Rate. The Prime Rate is
not necessarily the lowest rate of interest which Bank charges
any of its customers.
(29) "Prime Rate Interest Period" - for a Prime Rate
Tranche, means a period of time beginning with an Effective Date,
of 365 days in length, selected by Borrower by telephone or in
writing (and if by telephone, confirmed by Borrower the same day
be facsimile) during which the Interest Rate for such Prime Rate
Tranche is the Adjusted Prime Rate. If the Prime Rate Interest
Period would otherwise end on a day that is not a Business Day,
such Prime Rate Interest Period shall be extended to the next
business Day, unless such Business Day would fall into the next
calender month, in which event such Prime Rate Interest Period
shall end on the immediately preceding day.
(30) "Prime Rate Tranche" - means each proportion of
the Loan to which the Adjusted Prime Rate applies.
(31) "Regulation D" - means Regulation D of the Board
of Governors of the Federal Reserve System as amended or
supplemented from time to time.
2. Interest Rate
(1) The principal sum outstanding from time to time
hereunder shall bear interest from the date or dates advanced
until the date repaid at a rate equal to the
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Adjusted Prime Rate. The Adjusted Prime Rate shall change
simultaneously with each change in the Prime Rate.
(2) Notwithstanding the foregoing, at any time up to
that date which is 90 days prior to the Maturity Date, provided
no Event of Default or Default has occurred, Borrower shall have
the option to fix the interest rate on portions of the Loan of
TWO HUNDRED THOUSAND DOLLARS ($200,000.00) or more, in a minimum
of TWO HUNDRED THOUSAND DOLLARS
($200,000.00) at the Adjusted LIBOR Rate, subject to Bank's
ability to secure such funds for such periods.
(3) Borrower may exercise the option to have portions
of the Loan from time to time bear interest at the Adjusted LIBOR
Rate by giving bank written notice (which shall be irrevocable),
by telephone or in writing, by 10:00 A.M. at least two London
Business Days before each proposed LIBOR Tranche, specifying the
date and the amount of the proposed LIBOR Tranche and the length
of the proposed LIBOR Interest Period. Borrower will confirm any
telephonic notice of a proposed LIBOR Tranche the same day by
facsimile copy.
(4) The interest due on the Loan shall be payable as
provided in Section 3 below.
3. Interest and Principal Payments; Maturity Date.
(1) Prime Rate Loans. Borrower shall pay interest in
arrears on the unpaid principal amount of the Prime Rate Tranche,
from the date on which the Prime Rate Tranche is created until
such principal amount has been repaid in full, or converted to a
LIBOR Tranche, as the case may be, (1) every thirty (30) days
after the Effective Date of such Prime Rate Tranche and (2) on
the Maturity Date, at the Adjusted Prime Rate.
(2) Conversions to LIBOR Tranches. By notifying Bank
at least two (2) London Business Days prior to an Effective Date,
Borrower may convert into a LIBOR Tranche all or any all or any
part of any Prime Rate Tranche at any time in a minimum principal
amount of $200,000.00. At the end of the applicable LIBOR
Interest Period, the LIBOR Tranche will convert to a Prime Rate
Tranche unless Borrower notifies Bank at least (2) London
Business Bays before the end of the existing LIBOR Interest
Period that Borrower is electing to continue all or any part of
the Tranche as a LIBOR Tranche and is selecting a new LIBOR
Interest Period.
(3) LIBOR Tranches. Borrower shall pay interest in
arrears on the unpaid principal amount of each LIBOR Tranche at
the Adjusted LIBOR Rate for
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such LIBOR Tranche from the date on which such LIBOR Tranche is
created until such principal amount has been paid in full, or
converted to a Prime Rate Tranche, as the case may be,
(1) every 30 days after the Effective Date of such LIBOR Tranche,
and (2) on the Maturity Date at the Adjusted LIBOR Rate.
(4) Principal Repayment. Borrower shall repay the
outstanding principal balance of the Loan, all accrued and unpaid
interest thereon and any other sums then outstanding hereunder or
under the Loan Documents on October 31, 2001 (the "Maturity
Date").
(5) Operating Account. Borrower covenants and agrees to
maintain an operating account with Bank at all times during which
any portion of the Loan remains outstanding (the "Operating
Account"). Borrower hereby authorizes Bank to charge the
Operating Account for all payments hereunder as they become due.
Borrower agrees to keep in the Operating Account sufficient
amount to make such payments as and when they come due. Bank's
failure to so charge the Operating Account in order to satisfy
Borrower's payment obligations hereunder shall not relieve
Borrower's obligations to make all such payments. In the event
that Borrower shall fail to maintain a sufficient balance in the
Operating Account to satisfy a payment obligation on the date
such payment becomes due, Borrower shall continue to be obligated
to make such payment and, if such payment is not made by Borrower
in some other manner on or before the date such payment becomes
due, such failure shall constitute an Event of Default hereunder.
All payments received by Bank from Borrower shall be applied in
the following order: (i) to the payment of fees and other costs
and expenses then due and owing from Borrower, (ii) to the
payment of accrued and unpaid interest then due, (iii) to the
payment of any outstanding principal hereunder.
(6) Interest Calculation. Both before and after any
default, interest shall be calculated on the basis of a 360 day
year but charged on the basis of the actual number of days
elapsed in any calender year or part thereof.
4. Prepayments.
(1) Borrower may repay the Prime Rate Tranches in
whole or in part at any time and from time to time in a minimum
amount of Two Hundred Thousand Dollars ($200,000.00).
(2) Borrower may, at any time, prepay the principal
balance of a LIBOR Rate Tranche in whole or in part; provided,
however, that Borrower shall indemnify Bank against Bank's loss
or expense in employing deposits as a
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consequence of any prepayment of any LIBOR Rate Tranche on a
date other than the last day of the LIBOR Interest Period
("Indemnified Loss or Expense"). The amount of such Indemnified
Loss or Expense shall be determined by Bank based upon the
assumption that Bank funded 100% of such LIBOR Rate Tranche
in the London interbank market. Any prepayment shall include
accrued and unpaid interest to the date of prepayment on the
principal amount prepaid and all other sums due and payable
hereunder. Nothing herein shall be deemed to alter or affect
any obligations that Borrower may have to Bank under any
interest rate swap agreements. Borrower agrees to pay
the Indemnified Loss or Expense upon any prepayment of the LIBOR
Tranche, whether voluntary, required by Bank in connection with
any acceleration of the indebtedness hereunder upon the
occurrence of an Event of Default, or as otherwise required under
this Fourth Replacement Revolver Note. A determination of Bank
as to the amounts payable pursuant to this Section 4(B) shall be
conclusive absent manifest error.
5. Late Charges. If any installment of principal or
interest or both hereunder or other payment required to made by
Borrower under the other Loan Documents is not paid within ten
(10) days after becoming due, Borrower shall pay to Bank on
demand a late charge of five percent (5%) of such overdue amount
to reimburse Bank for the additional expenses to be incurred as a
result of such delinquency, but such late payment fee shall not
obligate Bank to accept any overdue payment hereunder nor limit
the rights and remedies available to Bank as a result of
Borrower's default, as hereinafter provided. The amount of any
such late charge not paid promptly following demand shall be
deemed outstanding and payable pursuant to this Fourth
Replacement Revolver Note.
6. Event of Default. An Event of Default shall mean and
Event of Default as defined in the Loan Agreement.
7. Default Rate. Upon the occurrence of an Event of
Default hereunder, the interest rate otherwise payable hereunder
(the "Contract Rate") shall increase immediately and without
notice and thereafter shall be payable at a rate of three (3%)
per annum in excess of the Contract Rate (said higher rate is
hereinafter called the "Default Rate"), until the Event of
Default has been cured, or in the event the principal of this
Fourth Replacement Revolver Note has been accelerated, until this
Fourth Replacement Revolver Note is paid in full, including the
period following entry of any judgment on or relating to this
Fourth Replacement Revolver Note or the other Loan Documents.
Interest on any such judgment shall accrue and be payable at the
Default Rate, and not at the statutory rate of interest, after
judgment, any execution thereon, and until actual receipt by the
holder of payment in full of this Fourth Replacement Revolver
Note and said judgment. Interest at the Default Rate shall be
collectible as
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part of any judgment hereunder and shall be
secured by the other Loan Documents.
8. Remedies. Upon the occurrence of an Event of Default,
the Bank shall be entitled to exercise all remedies available to
it under the terms of the Loan Agreement.
9. Accounts. Borrower hereby covenants and agrees that
while the Loan is outstanding it will maintain all of its primary
operating accounts with the Bank.
10. Waivers by Borrower, Cumulative Remedies.
(1) Borrower hereby waives presentment for payment,
demand , notice of non-payment, notice of protest and protest of
this Fourth Replacement Revolver Note. The Borrower hereby
consents to any and all extensions of time, renewals, waivers or
modifications that may be granted by the Bank with respect to the
payment or other provisions of this Fourth Replacement Revolver
Note, and agrees that additional obligors may become parties
hereto without notice to the Borrower without affecting the
Borrower's liability hereunder.
(2) Borrower hereby waives-the benefit of any laws
which now or hereinafter might otherwise authorize the stay of
any execution to be issued on any judgment covered on this Fourth
Replacement Revolver Note. BORROWER HEREBY WAIVES ITS RIGHT TO
TRIAL BY JURY IN CONNECTION WITH THIS FOURTH REPLACEMENT NOTE,
THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT AND ANY LEGAL
PROCEEDING ARISING HEREUNDER OR THEREUNDER.
(3) No failure or delay on the part of the Bank in
exercising any right, power or privilege under this Fourth
Replacement Revolver Note and no course of dealing between the
Borrower and the Bank shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise of any
right, power or privilege that the Bank would otherwise have. No
notice to, or demand on, the Borrower in any case shall entitle
the Borrower to any other or further notice or demand in similar
or other circumstances would constitute a waiver of the right of
the Bank to any other or further action and any circumstances
without notice or demand.
11. Costs and Expenses. The Borrower agrees, in accordance
with the terms of the Loan Agreement, to pay all costs and
expenses of the Bank incurred in order to enforce any remedy
available to the Bank under this Fourth Replacement Revolver
Note, the Loan Agreement or any Loan Document.
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12. Reimbursement to Bank for Increased Costs Due to
Capital Adequacy Requirements. If after the date hereof any
change in law or regulation or the interpretation thereof by any
court of administrative or governmental authority charged with
the administration thereof, or compliance by Bank with any
request or directive (whether or not having the force of law) of
any such authority, applicable from time to time now or after the
date hereof to Banks in general, shall (A) impose, modify, deem
applicable or result in the application of any capital
maintenance, capital ratio or similar requirements against loan
commitments or other facilities made by Bank and the result
thereof shall be to impose upon Bank a fee or a requirement to
increase any capital requirements applicable as a result of the
making or maintenance of the Loan
(which imposition of or increase in capital requirements may be
determined by Bank's reasonable allocation of the aggregate of
such capital impositions or increases), or (B) subject Bank to
any tax, duty or other charge with respect to the Loan, the
Fourth Replacement Revolver Note, or change the basis of taxation
of payments to Bank of the principal of or interest on the Loan
or any other amounts due under this Fourth Replacement Revolver
Note, in respect to of the Loan (except for changes in the rate
of tax on the overall net income of Bank imposed by any
jurisdiction in which Bank is obligated to pay taxes), then, upon
demand by Bank, Borrower shall immediately pay to Bank from time
to time as specified by Bank, such additional amounts or fees
which shall be sufficient to compensate Bank for such impositions
of or increases in capital requirements or taxes from the date of
such change, together with interest on each such amount from the
date demanded until payment in full thereof at the Default Rate
with respect to amounts or fees not paid when due. Upon the
occurrence of any event referred to above, a certificate setting
forth in reasonable detail the amounts necessary to compensate
Bank as a result of an imposition of or increase in capital
requirements or taxes submitted by Bank to Borrower shall be
conclusive, absent manifest error or bad faith, as to the amount
thereof.
13. Special Provisions of LIBOR Tranches.
(1) Unavailability of Funds and Indeterminate Interest
Rates. If on or before the date Bank is to make any LIBOR
Tranche or on or before any Effective Date (1) Bank determines in
good faith that it is unable to obtain funds at the LIBOR Rate
for the elected Interest Period for any reason, including, but
not limited to the unavailability of funds at such rate, any
change in existing law, any new law, the length of such Interest
Period, or otherwise or (2) Bank determines in good faith that no
adequate means exists to determine the LIBOR Rate for such
Interest Period, then, at Bank's option, Borrower shall be deemed
to have requested a Prime Rate Tranche or shall be required to
elect an Interest Period of a length for which Bank may obtain
funds at the LIBOR Rate.
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(2) Changes Affecting Ability to Maintain Funds. If,
during any Interest Period, any change in existing law, any new
law, or any other factor beyond the control of Bank prevents Bank
in its good faith determination from maintaining funds at the
rate of adjustment of which determines the LIBOR Rate for such
Interest Period and requires Bank to cease so maintaining funds
actually so maintained prior to termination of such Interest
Period, then on the date of such required cessation, Borrower
shall be required to specify a different Interest Rate for such
Interest Period or, in the alternative, to elect an Interest
Period of a length for which Bank may maintain funds at the rate
the adjustment of which determines the LIBOR Rate. In addition,
within five (5) days after Bank notifies Borrower of such
required conversion, Borrower shall reimburse Bank for any loss
or expense Bank has certified in writing to
Borrower that Bank has incurred as a result of any such required
cessation.
14. Interest Limitation; Severability
(1) Nothing herein contained nor any transaction
related hereto shall be construed or shall operate either
presently or prospectively to require Borrower to pay interest at
a rate greater than is now lawful in such case to contract for,
but shall require payment of interest only to the extent of such
lawful rate. Any interest paid in excess of the lawful rate
shall be refunded to Borrower. Such refund shall be made by
application of the excessive amount of interest paid against any
sums outstanding hereunder, in which event any applicable
prepayment premium shall be waived with respect to the amount so
prepaid, and shall be applied in such order as Bank may
determine. If the excessive amount of interest paid exceeds the
sums outstanding hereunder, the portion exceeding the said sums
outstanding hereunder shall be refunded in cash by Bank. Any
such crediting or refund shall not cure or waive any default by
Borrower hereunder or under the other Loan Documents. Borrower
agrees, however, that in determining whether or not any interest
payable hereunder exceeds the highest rate permitted by law, any
non-principal amount (except payments specifically stated herein
to be "interest"), including, without limitation, late charges,
shall be deemed, to the extent permitted by law, to be an
expense, fee or indemnity rather than interest.
(2) In the event that for any reason one or more of
the provisions of this Fourth Replacement Revolver Note or their
application to any person or circumstance shall be held to be
invalid, illegal or unenforceable in any respect or to any
extent, such provisions shall, to such extent, be held for naught
as though not herein contained but shall nevertheless remain
valid, legal and enforceable in all such other respects and to
such extent as may be permissible. In addition, any such
invalidity, illegality or unenforceability shall not affect any
other provisions of this Fourth Replacement Revolver
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Note, but this Fourth Replacement Revolver Note shall be
construed as if such invalid, illegal or unenforceable
provisions had never been contained herein.
15. Notices. All notices, requests, demands or other
communications to or upon the Borrower or the Bank shall be
deemed to have been given or made when hand delivered or
deposited in the mail by certified mail, return receipt
requested, postage prepaid, addressed to the Borrower or the
Bank, as the case may be, at their respective addresses as the
Borrower or the Bank may hereafter specify in writing to the
other, except that any communication with respect to a change of
address shall be deemed to be given or made when received by the
Borrower or the Bank to whom such communication was sent.
16. Successors and Assigns. This Fourth Replacement
Revolver Note is binding upon
the Borrower and its successors and assigns except that Borrower
shall not have the right to assign its rights or obligations
hereunder or any interest herein.
17. Amendment. This Fourth Replacement Revolver Note may
not be charged orally, but only by an agreement in writing signed
by the party against whom enforcement of any waiver, change
modification or discharge is sought.
18. Governing Law. This Fourth Replacement Revolver Note
has been executed and delivered in the State of New Jersey and
shall be construed and enforced in accordance with the laws of
the Stat of New Jersey.
19. Captions. The captions or headings of the sections in
this Fourth Replacement Revolver Note are for convenience only
and shall not control or effect the meaning or construction of
any term or provision of this Fourth Replacement Revolver Note.
20. Replacement Note. This Fourth Replacement Revolver
Note is a modification and replacement of a certain Revolver Note
of the Borrower to the Bank dated October 27, 1994, the
Replacement Revolver Note of the Borrower to the Bank dated
November 1, 1996, the Second Replacement Revolver Note of the
Borrower to the Bank dated October 26, 1996 [which should have
been dated 1998] and the Third Replacement Revolver Note of the
Borrower to the Bank dated October 29, 1999 (collectively, the
"Original Notes"). The indebtedness that is evidenced by this
Fourth Replacement Revolver Note represents in part the same
indebtedness as that evidenced by the Original Notes, and this
Fourth Replacement Revolver Note shall not in any way whatsoever
constitute a cancellation or novation with respect to the
indebtedness evidenced by the Original Notes.
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IN WITNESS WHEREOF, the Borrower has executed this Fourth
Replacement Revolver Note as of the date and year first above
written.
ATTEST: DATARAM CORPORATION,
a New Jersey corporation
By: ANTHONY LOUGEE By: MARK MADDOCKS
_________________ ________________
Anthony Lougee Mark Maddocks
Print Name and Title Print Name and Title
Controller Vice-President, Finance
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SCHEDULE TO FOURTH REPLACEMENT REVOLVER NOTE
Unpaid
Principal
Amount of Balance of Name of
Amount of Principal Revolving Person Making
Date Loan Prepaid Credit Note Notation
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