EXHIBIT 10.14
REVOLVING NOTE
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$40,000,000 August 15, 2001
Fairfax, Virginia
FOR VALUE RECEIVED, the undersigned corporations (collectively, the
Borrowers and individually, a Borrower) hereby jointly and severally promise to
pay to the order of SUNTRUST BANK, a Georgia banking corporation (the Lender),
at Commercial Loan Services, P.O. Box 26202, Richmond, Virginia 23260-6202, or
such other location as the holder hereof may in writing designate, the principal
sum of FORTY MILLION AND NO/00 DOLLARS ($40,000,000) (or such lesser amount as
shall equal the aggregate unpaid principal amount of the Revolving Loans made by
the Lender to the Borrowers under the Loan Agreement (as defined below)), in
lawful money of the United States of America in immediately available funds, on
the Termination Date, without defense, offset or counterclaim, and to pay
interest on the unpaid principal amount of the Revolving Loans, at such office,
in like money and funds, for the period commencing on the date of each Revolving
Loan until such Revolving Loan shall be paid in full, at the applicable rate per
annum and on the dates provided in the Loan Agreement. The Borrowers may borrow,
prepay, and reborrow hereunder in accordance with the provisions of the Loan
Agreement.
The Lender is hereby authorized by the Borrowers to maintain records of
the amount of each Revolving Loan made by the Lender, the date such Revolving
Loan is made, and the amount of each payment or prepayment of principal of such
Revolving Loan received by the Lender. Each Borrower agrees that the amounts so
evidenced in such records, absent manifest error, shall constitute conclusive
evidence of the amount owed hereunder.
This Revolving Note is the Revolving Note referred to in the Loan
Agreement (as amended, modified or supplemented from time to time, the Loan
Agreement), dated as of August 15, 2001, between the Borrowers and the Lender,
and evidences Revolving Loans made by the Lender thereunder. Undefined
capitalized terms used in this Revolving Note have the respective meanings
assigned to them in the Loan Agreement.
Upon the occurrence and continuation of an Event of Default, the
principal hereof and accrued interest hereon may be declared to be, or may
become, forthwith due and payable in the manner, upon the conditions and with
the effect provided in the Loan Agreement.
Each Borrower, and every guarantor and endorser hereof, hereby waive
presentment, demand, notice of dishonor, protest and all other demands and
notices in connection with the delivery, acceptance, performance and enforcement
of this Revolving Note.
This Revolving Note shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, without reference to conflict of
laws principles.
IN WITNESS WHEREOF, each Borrower has caused this Revolving Note to be
executed by its duly authorized representative as of the day and year first
above written.
BORROWERS:
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SRA INTERNATIONAL, INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: SVP, CFO
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SYSTEMS RESEARCH AND APPLICATIONS CORPORATION,
a Virginia corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: SVP, CFO
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SRA TECHNICAL SERVICES CENTER, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: SVP, CFO
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