Exhibit 10.1
BUSINESS LOAN AND SECURITY
AGREEMENT
THIS BUSINESS LOAN AND SECURITY AGREEMENT (this
"Agreement") is made and entered into effective for all purposes as
of the 1st day of July, 2009, by and between (a) CALEDONIA CAPITAL
CORPORATION, a Delaware corporation ("Lender"), having an address
at 19441 Golf Vista Plaza, Suite 360, Leesburg, VA 20176; and (b)
STEELCLOUD, INC., a Virginia corporation (the "Borrower"), having
an address at 13962 Park Center Road, Herndon, VA 20171.
WITNESSETH
WHEREAS, Lender has agreed to make a loan (the
"Loan") to the Borrower in the maximum principal amount of TWO
HUNDRED FIFTY THOUSAND AND 001100 DOLLARS ($250,000.00), which Loan
is evidenced by that certain Secured Promissory Note ("Note") of
even date herewith by Borrower payable to Lender's order, bearing
interest from the date thereof on the outstanding balances at the
rate or rates set forth in the Note, with interest and principal
being payable in accordance with the terms contained in the Note
for the purpose of financing Borrower ' s
short-term working capital needs; and
WHEREAS, as a further inducement to Lender's
agreement to make the Loan to Borrower, the Lender has required
that Borrower execute this Agreement for the purposes of further
securing the due performance of the indebtedness evidenced by the
Note.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements of the parties hereinafter set forth, it
is hereby mutually covenanted and agreed as follows:
1.
Borrower ' s Representations and Warranties.
Borrower hereby represents and
warrants to Lender as follows:
1.1 Borrower
is a corporation, duly formed, validly existing and in good
standing under the laws of the Commonwealth of Virginia and is in
good standing and qualified to do business in all other
jurisdictions in which the conduct of its business requires it to
be qualified.
1.2 All
actions on the part of Borrower which are necessary or appropriate
to permit consummation of the Loan, granting the security therefore
contemplated hereby, and all other transactions and undertakings
relating to the Loan have been duly authorized by all necessary and
appropriate action.
1.3 The
consummation of the Loan, execution of this Agreement and all other
agreements or undertakings entered into by Borrower in connection
with the Loan (collectively the "Loan Documents
" ) do not contravene, violate or cause a default
under, and will not contravene, violate or cause a default under
any other covenant, agreements, arrangement, venture, undertaking,
law, order, ordinance or regulation entered into by or binding upon
Borrower. No consent or approval of any governmental or public body
or any other party is required in connection with the consummation
of the Loan, delivery of the security for the Loan or execution and
delivery of the documents evidencing and securing the
Loan.
