**Exhibit 10.26**

**TERM NOTE**

 
| $1,250,000.00 |   |   |   | McLean, Virginia                          |
|---------------|--------|--------|--------|-------------------------------------------|
|          |   |   |   | September      , 2002 |

 

FOR VALUE RECEIVED, ON-SITESOURCING, INC., a Delaware corporation (the “Borrower”), having an address at832 North Henry Street, Alexandria, Virginia 22314, promises to pay to theorder of Wachovia Bank, National Association, a national banking association,formerly known as First Union National Bank (the “Lender”), the principal sumof One Million, Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00),together with interest thereon at the rate or rates hereinafter provided, inaccordance with the following terms:

1.             **Interest**. Commencing as of the date hereof and continuing until repayment in fullof all sums due hereunder, the unpaid principal sum owing hereunder shall bearinterest at a fluctuating annual rate equal to the LIBOR Market Index Rate(hereinafter defined) in effect from time to time, plus two and one halfpercentage points (2.50%).    The LIBORMarket Index Rate, for any day, is the rate for 1 month U.S. dollar deposits asreported on Telerate page 3750 as of 11:00 a.m., London time, on such day, orif such day is not a London business day, then the immediately preceding Londonbusiness day (or if  not  so reported,  then  as determined by Lender from anotherrecognized source or interbank quotation). Absent manifest error, the Lender’s determination of the LIBOR MarketIndex Rate for any day shall be conclusive.

The rate of interest thatshall accrue under this Note shall change immediately upon any change in theLIBOR Market Index Rate.

If the LIBOR Market IndexRate is discontinued or unavailable, interest on the outstanding principalbalance shall accrue at an annual rate equal to the Prime Rate (hereinafterdefined) plus one-half of one percentage point (0.5 %).

The Prime Rate is afluctuating rate announced by the Lender from time to time, in the Lender’ssole discretion, as the Lender’s Prime Rate. Changes in the Prime Rate will be effective, without prior notice, as ofthe date any change is announced.  ThePrime Rate is a reference rate only; it is not necessarily the most favorablerate of interest that the Lender charges to any borrower or class of borrowers.

All interest payable underthe terms of this Note shall be calculated by applying a daily interest rate,determined by multiplying the outstanding principal balance by the applicableannual interest rate and dividing the resulting product by 360, to the actualnumber of days principal is outstanding.

2.             **Payments and Maturity**. The unpaid principal balance, together with interest thereon at the rateor rates provided above, shall be payable as follows:

(a)           Principal shall be paid in thirty six(36) consecutive monthly installments of Thirty Four Thousand Seven HundredTwenty Two and 22/100 Dollars ($34,722.22)

 

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each,commencing on November 1, 2002 , and being due on the first day of each monththereafter.

(b)           Interest shall be due and payable monthly, commencing onNovember 1, 2002, and being due on the first day of each month thereafter.

(c)           Unless sooner paid, the unpaid principal balance, togetherwith all interest accrued and unpaid thereon, and all other amounts owing underthis Note shall be due and payable in full on October 1, 2005 (the “MaturityDate”).

3.                                       **Automatic Debit of Checking Account for Payments in Respect of**

**ReimbursementObligations**.  Borrower authorizes Lender to debit its demand deposit accountnumber 2000003778052 and any other account with Lender designated in writing byBorrower, beginning November 1, 2002 for any payments due hereunder or underany other Loan Documents.  Borrowerfurther certifies that Borrower holds legitimate ownership of this account andpreauthorizes this periodic debit as part of its right under said ownership.

4.             **Default Interest**.  Upon the occurrence of an Event of Default(as hereinafter defined), the unpaid principal balance shall bear interestthereafter, until the Event of Default is cured, at a rate of two percent(2.0%) per annum in excess of the rate or rates of interest that wouldotherwise be in effect under this Note.

5.             **Late Charges**.  Ifthe Borrower fails to make any payment under the terms of this Note within ten(10) days after the date such payment is due, the Borrower shall pay to theLender on demand a late charge equal to five percent (5.0%) of such payment.

6.             **Application and Place of Payments**.  Except as otherwise provided in the LoanAgreement (hereinafter defined), all payments, made on account of this Noteshall be applied first to the payment of accrued and unpaid interest then duehereunder, second to the unpaid principal balance and the remainder, if any,shall be applied to any other amounts which remain owing hereunder.  All payments on account of this Note shallbe paid in lawful money of the United States of America in immediatelyavailable funds during regular business hours of the Lender at its office at1970 Chain Bridge Road, McLean, Virginia 22102, or at such other times andplaces as the Lender may at any time and from time to time designate in writingto the Borrower.

7.             **Loan Agreement**.  This Note is the “$1,250,000.00 Term Note”described in an Amended and Restated Revolving Line of Credit Loan Agreement,Term Loans Agreement and Security Agreement, dated as of May 30, 2001, by andbetween the Borrower and the Lender, as modified by that certain FirstModification of Amended and Restated Revolving Line of Credit Loan Agreement,Term Loans Agreement and Security Agreement, dated as of July 2, 2001, and asfurther modified by that certain Second Modification of Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement dated as of May 23, 2002, and as further modified by that certainThird Modification of Amended and

 

 

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Restated Revolving Line ofCredit Loan Agreement, Term Loans Agreement and Security Agreement of even dateherewith (as so amended, the “Loan Agreement”).  The indebtedness evidenced by this Note is included within themeaning of the term “Debt” as defined in the Loan Agreement.  The term “Loan Documents” as used in thisNote shall have the meaning ascribed to that term in the Loan Agreement.  Capitalized terms used in this Note but notdefined herein have the meanings ascribed to them in the Loan Agreement.

8.             **Security**.  This Note is secured by the Collateraldescribed in the Loan Agreement.

9.             **Events of Default**. The occurrence of any one or more of the following events shallconstitute an event of default (individually, an “Event of Default” andcollectively, the “Events of Default”) under the terms of this Note:

(a)           The failure of the Borrower to pay to the Lender when dueany amounts payable under this Note or to fully and timely perform anyobligations under this Note; or

(b)           The occurrence of an event of default under the terms andconditions of any of the other Loan Documents.

10.           **Remedies**.  Upon the occurrence of an Event of Default,at the option of the Lender, all principal, accrued interest and other amountspayable by the Borrower to the Lender under the terms of this Note shall becomeimmediately due and payable, and the Lender shall have all of the rights,powers, and remedies available under the terms of this Note, any of the otherLoan Documents and all applicable laws. The Borrower hereby waives presentment, protest and demand, notice ofprotest, notice of demand and of dishonor and non-payment of this Note, andexpressly agrees that this Note or any payment hereunder may be extended fromtime to time without in any way affecting the liability of the Borrower.

11.           **Expenses**.  The Borrower promises to pay to the Lenderon demand by the Lender all costs and expenses incurred by the Lender inconnection with the collection and enforcement of this Note, including, withoutlimitation, all attorneys’ fees and expenses, all court costs and allarbitration fees and costs.

12.           **Notices**.  Any notice, request, or demand to or uponthe Borrower or the Lender shall be deemed to have been properly given or madewhen delivered in accordance with the Loan Agreement.

13.           **Miscellaneous**.  Each right, power, and remedy of the Lenderas provided for in this Note or any of the other Loan Documents, or now orhereafter existing under any applicable law or otherwise shall be cumulativeand concurrent and shall be in addition to every other right, power, or remedyprovided for in this Note or any of the other Loan Documents or now orhereafter existing under any applicable law, and the exercise or beginning ofthe exercise by the Lender of any one or more of such rights, powers, orremedies shall not preclude the

 

 

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simultaneous or laterexercise by the Lender of any or all such other rights, powers, or remedies. Nofailure or delay by the Lender to insist upon the strict performance of anyterm, condition, covenant, or agreement of this Note or any of the other LoanDocuments, or to exercise any right, power, or remedy consequent upon a breachthereof, shall constitute a waiver of any such term, condition, covenant, oragreement or of any such breach, or preclude the Lender from exercising anysuch right, power, or remedy at a later time or times.  By accepting payment after the due date ofany amount payable under the terms of this Note, the Lender shall not be deemedto waive the right either to require prompt payment when due of all otheramounts payable under the terms of this Note or to declare an Event of Defaultfor the failure to effect such prompt payment of any such other amount.  No course of dealing or conduct shall beeffective to amend, modify, waive, release, or change any provisions of thisNote.

14.           **PartialInvalidity**.  If any termor provision of this Note or the application thereof to any person orcircumstance shall be invalid or unenforceable to any extent, the remainder ofthis Note and the application of such term or provision to persons orcircumstances other than those as to which it is held invalid or unenforceable,shall not be affected thereby, and each term and provision of this Note shallbe valid and be enforceable to the fullest extent permitted by law.

15.           **Captions**.  The captions herein set forth are forconvenience only and shall not be deemed to define, limit, or describe thescope or intent of this Note.

16.           **GoverningLaw**.  The provisions ofthis Note shall be construed, interpreted and enforced in accordance with thelaws of the Commonwealth of Virginia (excluding Virginia’s choice of lawrules).

17.           **Consentto Jurisdiction**. Provisions of the Loan Agreement concerning the Borrower’s consent tothe jurisdiction of state and federal courts sitting in the Commonwealth ofVirginia are incorporated into this Note by reference and shall have the sameforce and effect as if fully set forth in this Note.

18.           **Waiverof Trial by Jury**. Provisions of the Loan Agreement concerning the Borrower’s and Lender’smutual waiver of trial by jury in disputes between the Borrower and the Lenderare incorporated into this Note by reference and shall have the same force andeffect as if fully set forth in this Note.

19.           **ARBITRATION**.  PROVISIONS OF THE LOAN AGREEMENT SPECIFYINGTHAT CERTAIN DISPUTES BETWEEN THE BORROWER AND THE LENDER SHALL BE RESOLVED BYBINDING ARBITRATION ARE INCORPORATED INTO THIS NOTE BY REFERENCE AND SHALL HAVETHE SAME FORCE AND EFFECT AS IF FULLY SET FORTH IN THIS NOTE.

 

 

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IN WITNESS WHEREOF, theBorrower has caused this instrument to be executed by duly authorized officeror officers as of the date first written above.
|   | ON-SITE SOURCING, INC., a  Delaware corporation |
|--------|-------------------------------------------------|
|   | By:                                             |   | (SEAL) |
|   | Name:                                           |   |   |
|   | Title:                                          |   |   |
|        |                                                 |  |  |  |

 
| State of Virginia |   | )        |
|-------------------|--------|----------|
| County of         |   | )To Wit: |
|                   |        |          |  |

 

Acknowledged before me by                   as                     of On-Site Sourcing, Inc., this      day of September,2002.

[SEAL]                                                                                   ___________________________

NotaryPublic

My commissionexpires:                            

 

 

 

 

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