WORKING CAPITAL COMMERCIAL NOTE
IMPORTANT NOTICE: 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.
Date:
August 6, 2008 (“ Closing Date
”)
Borrower: Horne
International, Inc., a Delaware corporation (“
Borrower ”)
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2677 Prosperity
Avenue, Suite 300
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airfax, VA
22031
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Lender: Darryl
K. Horne (“ Lender ”)
Loan Amount:
Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00)
(“ Loan Amount ”)
For Value
Received, the Borrower promises to pay to the order of Lender, his
successors and assigns, at the above address or such other address
as Lender may in writing designate, without offset, in U.S.
Dollars, and in immediately available funds, the Loan Amount shown
above, or the total of all amounts advanced under this commercial
note and any modifications, renewals, extensions or replacements
thereof (this “Note”) if less than the full Loan Amount
is advanced, plus interest and any other amounts due, upon the
terms specified below.
1.
Interest . Interest will accrue on an actual/360 basis (on
the actual number of days elapsed over a year of 360 days).
Interest shall accrue from the date of disbursement on the unpaid
principal balance and shall continue to accrue until this Note is
paid in full. Subject to the foregoing, interest per annum payable
on this Note (the “Rate”) shall be eight and one-half
percent (8%) per annum fixed for the term of the loan; provided,
however, that if any installment of interest or payment of
principal and interest accrued and due at maturity remains unpaid
and past due on the fifteenth (15th) day after the due date of such
payment, the Borrower agrees to pay a late charge of five percent
(5%) of the amount which is past due. Upon the occurrence of an
event of default, as of the date of such event of default, the
Lender shall be entitled to interest on the unpaid principal
balance of this Note at a default rate of three percent (3%) above
the Rate (“Default Rate”) until the indebtedness is
paid in full.
2.
Repayment Terms and Maturity Date . Principal and interest
shall be repaid in one installment within 5 days of the
receipt of the JLL DEA receivable by Horne International,
Inc..
3.
Prepayment . The Loan may be prepaid in full or in part,
without premium or penalty, at any time.
4.
Collateral . Payment of this Note is hereby is secured by a
lien against the outstanding JLL DEA receivable.
5. Loan
Purpose . The Borrower warrants and represents that the loan
evidenced by this Note is being made solely for the purpose of
acquiring or carrying on a business, professional or commercial
activity or acquiring real or personal property as an investment
(other than a personal investment) or for carrying on an investment
activity (other than a personal investment activity).
6.
Representations and Warranties . This Note has been duly
executed and delivered by Borrower, constitutes Borrower’s
valid and legally binding obligations and is enforceable in
accordance with its terms against Borrower. The execution, delivery
and performance of this Note and the consummation of the
transaction contemplated will not, with or without the giving of
notice or the lapse of time, (a) violate any material law
applicable to Borrower, (b) violate any judgment, writ,
injunction or order of any court or governmental body or officer
applicable to Borrower, (c) violate or result in the breach of
any material agreement to which Borrower is a party, nor
(d) violate Borrower’s charter or bylaws as applicable.
No consent, approval, license, permit or other authorization of any
third party or any governmental body or officer is required for the
valid and lawful execution and delivery of this Note.
7.
Default, Acceleration and Setoff . An “event of
default” shall occur hereunder upon the occurrence of any one
or more of the following events or conditions:
(a) the
failure by the Borrower to pay when due, whether by acceleration or
otherwise or at the Maturity Date, any amount owed under this
Note;
(b) the
failure of the Borrower to perform any covenant, promise or
obligation contained in this Note, in the mortgage securing this
Note or any other agreement to which the Borrower and the Lender
are parties;
(c) the
breach of any of the Borrower’s representations or warranties
contained in this Note;
(d) the
declaration of incompetency, dissolution, liquidation, merger,
consolidation, termination or suspension of usual business of the
Borrower;
(e) the
insolvency or inability of the Borrower to pay debts as they
mature; the Borrower’s application for the appointment of a
receiver or the filing of a petition or the commencement of a
proceeding by or against the Borrower under any provision of any
applicable Bankruptcy Code or other insolvency law or statute, or
any assignment for the benefit of creditors by or against any
Obligor;
(f) the sale
or transfer by the Borrower of all or substantially all of the
Borrower’s assets other than in the ordinary course of
business;
The Lender shall
not be obligated to fund this Note or make any advance or further
advance under this Note if an event of default exists or would
exist if such funding occurred or such advance made. Upon the
occurrence of an event of default, the Lender shall, at its option,
have the remedies provided herein and by any other agreement
between the Lender and the Borrower or under applicable law,
including without limitation, declaring the entire outstanding
principal balance, together with all interest thereon and any other
amounts due under this Note, to be due and payable immediately
without presentment, demand, protest, or notice of any kind, except
notice required by law.
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