THIS
INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH
CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR
AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT
ANY FURTHER NOTICE.
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$6,000,000.00
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As of March 2nd, 2006
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FOR VALUE
RECEIVED, Horne Engineering Services, LLC, and Spectrum Sciences
& Software Holdings Corp. (jointly and severally, the
“Borrower”), both having an address at c/o Horne
Engineering Services, LLC, 3130 Fairview Park Drive,
Suite 400, Falls Church, Virginia 22042, promise to pay to the
order of Bank of America, N.A., a national banking association (the
“Lender”), the principal sum of Six Million and 00/100
Dollars ($6,000,000.00) (the “Principal Sum”), or so
much thereof as has been or may be advanced or readvanced to or for
the account of the Borrower pursuant to the terms and conditions of
the Loan Agreement (as hereinafter defined), together with interest
thereon at the rate or rates hereinafter provided, in accordance
with the following terms:
a. Commencing
as of the date hereof and continuing thereafter, the unpaid
Principal Sum shall bear interest at a fluctuating annual rate
equal to the LIBOR Rate (as hereafter defined), plus Two and One
Half of a percent (2.50%). The “LIBOR Rate” means the
interest rate determined by the following formula, rounded upward
to the nearest 1/100 of one percent.
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London Inter-Bank Offered
Rate
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(1.00 - Reserve
Percentage)
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“London
Inter-Bank Offered Rate” means the average per annum interest
rate at which U.S. dollar deposits would be offered for an
“Interest Period” of one (1) month by major banks
in the London inter-bank market, as shown on the Telerate Page 3750
(or any successor page) at approximately 11:00 a.m. London
time two (2) London Banking Days before the commencement of
the Interest Period. If such rate does not appear on the Telerate
Page 3750 (or any successor page), the rate for that Interest
Period will be determined by such alternate method as reasonably
selected by Lender. A “London Banking Day” is a day on
which Lender’s London Banking Center is open for business and
dealing in offshore dollars. “Reserve Percentage” means
the total of the maximum reserve percentages for determining the
reserves to be maintained by member banks of the Federal Reserve
System for Eurocurrency Liabilities, as defined in
Federal
Reserve Board
Regulation D, rounded upward to the nearest 1/100 of one
percent. The percentage will be expressed as a decimal, and will
include, but not be limited to, marginal, emergency, supplemental,
special, and other reserve percentages. The first day of the
Interest Period must be a day other than a Saturday, or a Sunday on
which Lender is open for business in New York and London and
dealing in offshore dollars (a “LIBOR Banking Day”).
The last day of the Interest Period and the actual number of days
during the Interest Period will be determined by Lender using the
practices of the London inter-bank market. Absent manifest error,
the Lender’s certificate to the Borrower stating the LIBOR
Rate for each Interest Period shall be conclusive.
The rate at which
interest shall accrue under this Note may change immediately upon
any change at the commencement of each Interest Period (if the
London Inter-Bank Offered Rate has changed).
All interest
payable under the terms of this Note shall be calculated by
applying a daily interest rate, determined by multiplying the
outstanding principal balance by the applicable annual interest
rate and dividing the resulting product by 360, to the actual
number of days principal is outstanding.
2.
Payments and Maturity . The unpaid Principal Sum,
together with interest thereon at the rate or rates provided above,
shall be payable as follows:
a. interest
shall be due and payable monthly, commencing on the first day of
the first calendar month after the date of this Note, and on the
first day of each succeeding calendar month.
b. unless
sooner paid, the unpaid Principal Sum, together with all interest
accrued and unpaid thereon, and all other amounts owing under this
Note shall be due and payable in full on April 30, 2007 (the
“Maturity Date”). If the Loan Agreement provides for
the Borrower to make additional payments on account of the
Principal Sum from time to time, Borrower promises to make those
payments at the time and in the manner specified in the Loan
Agreement.
3.
Default Interest . Upon the occurrence of an Event of
Default (as hereinafter defined), the unpaid Principal Sum shall
bear interest thereafter, until the Event of Default is cured, at a
rate of two percent (2%) per annum in excess of the rate or rates
of interest that would otherwise be in effect under this
Note.
4. Late
Charges . If the Borrower fails to make any payment under
the terms of this Note within ten (10) days after the date
such payment is due, the Borrower shall pay to the Lender on demand
a late charge equal to five percent (5%) of such
payment.
5.
Application and Place of Payments . Except as
otherwise provided in the Loan Agreement (hereinafter defined), all
payments, made on account of this Note shall be applied
2
first to the
payment of accrued and unpaid interest then due hereunder, second
to the unpaid principal balance and the remainder, if any, shall be
applied to any other amounts which remain owing hereunder. All
payments on account of this Note shall be paid in lawful money of
the United States of America in immediately available
funds
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