EXHIBIT 99.4
REVOLVING CREDIT PROMISSORY NO IL
$7,500,000.00
September 1, 2005
FOR VALUE
RECEIVED, the undersigned ACORN HOLDING CORP. and VALENTEC SYS
I
EMS, INC., its wholly owned subsidiary,
each a Delaware
corporation
(together,
"Makers"), jointly and severally promise to
pay to the order of ROCKLAND CREDIT
FINANCE LLC, a Maryland limited liability company (which, together with its
successors, endorsees and assigns, is
hereinafter referred to as "Lender"), at 6
Park Center Court, Owings Mills, MD 21117, or such other place as
Lender shall
designate from time to time, the principal sum of SEVEN MILLION FIVE
HUNDRED
THOUSAND AND 00/100 DOLLARS ($7,500,000.00) (the "Principal Sum"), or so much
thereof as may be advanced by Lender
pursuant to the
Agreement (as
hereinafter
defined), together with interest
thereon at the
Applicable
Rate and Lender's
Processing Fee, in a single payment of
principal and accrued
interest and fees
on the Line of Credit Termination Date.
This
Note is being
delivered in connection with that certain Master
Factoring Agreement between Makers and Lender and Addendum No. 1 thereto
(together, the "Agreement"), each dated the date hereof.
Capitalized terms used
but not defined in this Note have the
meanings ascribed to such terms in the
Agreement.
Lender is
hereby authorized as Makers' attorney-in-fact to note on Annex
A
hereto the borrowings, payments and reborrowings of
Makers pursuant to the Line
of Credit and such notations by Lender
shall be definitive evidence thereof. The
terms and conditions of this Note, in
addition to those set forth above, are as
follows:
1.
Attorneys'
Fees. If this Note is
placed in the hands of an attorney
for collection, whether suit is brought or not,
reasonable attorneys'
fees and
expenses in addition to the amount due
hereon shall, to the extent permitted by
law, be collectible herewith upon demand by
the holder of this Note.
2.
Interest
Year. All computations of interest shall be made on
the
basis of a year of three hundred sixty-five
(365) days.
3.
Application of
Payments, Etc. All
payments made on account of this
Note shall be applied first to fees and
charges accruing hereunder, if any, then
to accrued and unpaid interest,
and the remainder,
if any, shall be
applied to
the unpaid Principal Sum. All payments on
account of this Note shall be pai
