This Loan
Agreement dated April 21, 2009 (the “Effective
Date”) by and between Horne International, Inc. (the
“Borrower”), a Delaware corporation, with offices
located at 3975 University Drive, Suite 100, Fairfax, VA 22030 and
Darryl K. Horne (the “Lender”), with an address of 1732
Brookside Lane, Vienna, Virginia 22182.
WHEREAS , the Borrower desires that the Lender make a
loan in the amount of One Hundred Thousand Dollars ($100,000.00) to
the Borrower; and
WHEREAS , the Lender is willing to make such a loan,
subject to the terms and conditions set forth herein;
NOW
THEREFORE , in
consideration of the foregoing, the mutual covenants and agreements
herein contained and other good and valuable consideration receipt
of which is hereby acknowledged, the parties hereto agree as
follows:
|
|
1.
|
|
Amount and Terms of
Loan .
|
|
|
1.1
|
|
The Loan . The “Loan” hereunder
shall mean the loan by the Lender to the Borrower in the principal
amount of One Hundred Thousand Dollars ($100,000.00).
|
|
|
|
|
|
|
|
1.2
|
|
The Note . The Loan shall be evidenced by a
promissory note which note shall be executed by the Borrower as of
the Effective Date. Every term contained in the Note shall be
deemed incorporated into this Agreement. To the extent any
provision of the Note shall be deemed to be inconsistent with the
provisions of this Agreement however, the provisions of this
Agreement shall control.
|
|
|
|
|
|
|
|
1.3
|
|
Security . As a condition to the Loan, the
loan proceeds shall be secured by a lien against Horne Engineering
Services, LLC Contract No. 3495 —CCE-ACA/REO
(“Pledged Security”).
|
|
|
|
|
|
|
|
1.4
|
|
I
nterest . The outstanding principal balance of the Loan and
any other obligations arising under this Agreement shall bear
interest at the rate of 8.5% per annum. Interest on the Loan shall
be calculated on the basis of a 360 day year and the actual
number of days elapsed.
|
|
|
|
|
|
|
|
1.5
|
|
Loan Fee . Borrower shall pay to Lender,
immediately upon receipt of the settlement funds referenced in
paragraph 1.3 above, a “Loan Fee” in the amount of One
Thousand Dollars ($1,000.00). Payment of the Loan Fee shall not
reduce but shall be in addition to the principal and interest which
shall be due and payable to the Lender by the Borrower.
|
|
|
|
|
|
|
|
1.6
|
|
Repayment of Principal
. Except as otherwise
provided in this Agreement, repayment of principal shall be due and
payable as follows:
|
|
|
1.6.1
|
|
Immediately upon receipt of payment
by the United States for Horne Engineering Services, LLC Contract
No. 3495 —CCE-ACA/REO or on July 31, 2009,
whichever shall occur first.
|
|
|
1.6.2
|
|
The
Borrower may prepay any part or all of the Loan, including
interest, without penalty or premium at any time.
|
|
|
1.7
|
|
Acceleration.
Notwithstanding anything
set forth in this Section 1, immediately upon the occurrence
of any Event of Default and during any continuance thereof, the
Lender may declare the Loan, all interest thereon and all other
amounts and obligations payable to be forthwith due and payable to
the Lender or may take any other action as provided
herein.
|
|
|
2.
|
|
Representations and Warranties of
Borrower .
The Borrower represents and warrants to Lender as
follows:
|
|
|
2.1
|
|
Authority . The Borrower has the requisite
legal capacity to own its assets, to borrow money, to execute,
deliver and perform each of the Loan Documents to which it is a
party and all other documents, certificates and instruments
delivered in connection therewith, and to effect and carry out the
transactions contemplated herein and therein. Each Loan Document
has been duly authorized and, when executed and delivered, will be
a valid and legally binding instrument enforceable against Borrower
in accordance with its terms. The execution and delivery of the
Loan Documents and the consummation of the transactions
contemplated thereby will not violate (i) any law, order, rule
or regulation or determination of an arbitrator, court, or other
governmental agency, applicable upon the Borrower or any of the
Borrower’s property or as to which the Borrower or any of the
Borrower’s property is subject, or (ii) any provision of
any agreement, instrument, or undertaking to which the Borrower is
a party or by which the Borrower or any of the Borrower’s
property is bound and will not result in the creation or imposition
of any lien upon any of the property of the Borrower other than
those in favor of the Lender pursuant to the Loan Documents. No
consents, approvals or other authorizations or notices, other than
those which have been obtained and are in full force and effect,
are required in connection with the execution and delivery of the
Loan Documents and the performance of any obligations contemplated
thereby.
|
|
|
|
|
|
|
|
2.2
|
|
Pledged Security
Ownership .
The Borrower is the owner of, or has contractual or other rights to
the pledged security subject to no pledge, lien, mortgage, security
interest, charge, option, or other encumbrance whatsoever, except
those which have been previously disclosed to the Lender by and
through a lien or interest property recorded in the state in which
the pledged security is located. The pledge and grant of the
Pledged Security by the Borrower pursuant to this Agreement creates
a valid and perfected security interest in the Pledged Security in
favor of the Lender. The Borrower is not subject to any contractual
obligation restricting or limiting the ability of the Borrower to
pledge the Pledged Security pursuant to the Pledge
Agreement.
|
|
|
|
|
|
|
|
2.3
|
|
Litigation. There are no actions, suits,
proceedings or governmental investigations or inquiries pending, or
to the best knowledge of the Borrower, threatened against the
Borrower or the Lender that could, if adversely determined, have a
material adverse effect on the performance of any obligation
contemplated in or arising under the Loan Documents.
|
|
|
2.4.1
|
|
The
Borrower is not a party to any contractual obligation the
compliance with which would have a material adverse effort or the
performance of which, either unconditionally or upon the happening
of an event, will result in the creation of a lien other than a
lien granted pursuant to a Loan Document created in accordance with
this Agreement on the property or assets of the
Borrower.
|
|
|
2.4.2
|
|
The
Borrower is not in default under or with respect to any contractual
obligation owed by the Borrower and, to the knowledge of the
Borrower no other party is in default under or with respect to any
contractual obligation owed to the Borrower, other than those
defaults which in the aggregate shall have no material adverse
effect on the Borrower, the Pledged Security or other property and
assets of the Borrower, or the Lender.
|
|
|
3.
|
|
Covenants of the
Borrower.
|
|
