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 NOTICEWaiver Agreement |
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Exhibit 10.19
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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Borrower’s Address: |
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2677 Prosperity Avenue, Suite 300 |
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airfax, VA 22031 |
Lender: Darryl K. Horne (“ Lender ”)
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Lender’s Address: |
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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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