Exhibit 10.2





EXHIBIT 10.2




NINTH MODIFICATION AGREEMENT

(Extension)




THIS NINTH MODIFICATION AGREEMENT (this “Agreement”), effective as of the 30th day
of September 2010, is by and between UNITED BANK, a Virginia banking corporation (the “Bank”); and
VERSAR, INC. a Delaware corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability
company, VERSAR GLOBAL SOLUTIONS, INC., a Virginia corporation, VEC CORP., a Pennsylvania
corporation and successor to Versar Environmental Company, Inc., VERSAR INTERNATIONAL, INC., a
Delaware corporation, formerly known as VIAP, Inc., and ADVENT ENVIRONMENTAL, INC., a Kentucky
corporation (individually and collectively, the “Borrower”).



WITNESSETH THAT:




WHEREAS, the Bank is the owner and holder of that certain Revolving Commercial Note dated
September 26, 2003, in the original principal amount of Five Million and No/100 Dollars
($5,000,000.00), made by the Borrower payable to the order of the Bank and bearing interest and
being payable in accordance with the terms and conditions therein set forth (as modified by the
modification agreements described in the next following Recital, the “Note”); and



WHEREAS, the Note is issued pursuant to the terms of a certain Loan and Security Agreement
dated September 26, 2003, between the Borrower and the Bank (as modified in accordance with that
certain First Modification Agreement dated as of May 12, 2004, that certain Third Modification
Agreement dated as of November 30, 2005 (a second modification having been drafted but never
executed and delivered), that certain Fourth Modification Agreement dated as of September 28, 2006,
as increased to Seven Million Five Hundred Thousand and No/100 Dollars (7,500,000.00) pursuant to
that certain Fifth Modification Agreement dated as of September 24, 2007, that certain Sixth
Modification Agreement dated September 30, 2009, that certain Seventh Modification Agreement dated
January 5, 2010, and as increased to Ten Million and No/100 Dollars ($10,000,000.00) pursuant to
that certain Eighth Modification Agreement dated March 17, 2010, and as otherwise amended,
extended, increased, replaced and supplemented from time to time, the “Loan Agreement”);



WHEREAS, the Borrower has requested that the Bank extend the maturity date of the Note, and
the Bank has consented to such request subject to the execution of this Agreement and the
satisfaction of the conditions specified herein.



NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



1. Definitions. All capitalized terms used in this Agreement will have the
respective meanings assigned thereto in the Loan Agreement unless otherwise defined in this
Agreement.


 


 









 





2. Amendments to Note and Loan Agreement. From and after the effective date of this
Agreement, the Loan Agreement and Loan Documents are hereby amended as follows:



(a) Extension of Maturity Date of Note. The maturity date of the Note is hereby
extended to September 25, 2011. The definition of “Date of Maturity” in the Note and the Loan
Agreement is hereby changed to “September 25, 2011”.



(b) Change to Interest Rate. From and after the effective date hereof interest on the
unpaid principal balance of the Note shall accrue at a rate per annum equal at all times to the
Prime Rate (as defined in the Note) minus one-half of one percent (0.50%); provided, however, at no
time shall the interest rate on the Note be less than four and one-half percent (4.5%) per annum.




3. Representations and Warranties of the Borrower. The Borrower represents and
warrants
to the Bank that:




(a) It has the power and authority to enter into and to perform this Agreement, to
execute and deliver all documents relating to this Agreement, and to incur the obligations
provided for in this Agreement, all of which have been duly authorized and approved in
accordance with the Borrower’s organizational documents




(b) This Agreement, together with all documents executed pursuant hereto, shall
constitute when executed the valid and legally binding obligations of the Borrower and all
guarantors, if any, as the case may be, in accordance with their respective terms;




(c) Except with respect to events or circumstances occurring subsequent to the date
thereof and known to the Bank, all representations and warranties made in the Loan Agreement
are true and correct as of the date hereof, with the same force and effect as if all
representations and warranties were fully set forth herein;




(d) The Borrower’s obligations under the Loan Documents remain valid and enforceable
obligations;




(e) As of the date hereof, the Borrower has no offsets or defenses against the payment
of any of the Obligations and no claims against the Bank; and




(f) As of the date hereof, no Default exists.



4. Waiver of Claims. As a specific inducement to the Bank without which the Borrower
acknowledges the Bank would not enter into this Agreement and the other documents executed in
connection herewith, the Borrower hereby waives any and all claims that it may have against the
Bank, as of the date hereof, arising out of or relating to the Loan Agreement or any Loan Document
whether sounding in contract, tort or any other basis.



5. Loan Documents. The other “Loan Documents”, as defined in the Note, are hereby
modified to the extent necessary to carry out the purposes of this Agreement.



6. Outstanding Balance. The Borrower hereby acknowledges and agrees that, as of the
effective date hereof, the unpaid principal balance of the Note is Zero Dollars ($0.00) and that
there are no set-offs or defenses against the Note, the Loan Agreement, or the other Loan
Documents.


 


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7. No Impairment. This Agreement shall become a part of the Loan Agreement by
reference and nothing herein contained shall impair the security now held for the Obligations, nor
waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Loan
Agreement except as herein amended, nor affect or impair any rights, powers or remedies under the
Loan Agreement as hereby amended. Furthermore, the Bank does hereby reserve all rights and remedies
it may have as against all parties who may be or may hereafter become primarily or secondarily
liable for the repayment of the Obligations.



8. No Novation. The parties to this Agreement do not intend that this Agreement be
construed as a novation of the Note, the Loan Agreement, or any of the other Loan Documents.



9. Ratification. Except as hereby expressly modified, the Note and Loan Agreement
shall otherwise be unchanged, shall remain in full force and effect, and are hereby expressly
approved, ratified and confirmed. A legend shall be placed on the face of the Note indicating that
its terms have been modified hereby, and the original of this Agreement shall be affixed to the
original of the Note.



10.
Applicable Law; Binding Effect. This Agreement shall be governed in all respects by
the laws of the Commonwealth of Virginia and shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns.



11. Counterparts; Telecopied Signatures. This Agreement may be executed in any number
of counterparts and by different parties to this Agreement on separate counterparts, each of which,
when so executed, shall be deemed an original but all such counterparts shall constitute one and
the same instrument. Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature to this Agreement.



[Signatures
Appear on the Following Pages]




 


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WITNESS the following signatures and seals.



	 	 	 	 	 	 	 	 	 
	 	 	UNITED BANK	 	[SEAL]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ E. Allen Schirmer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	E. Allen Schirmer	 	 	 	 
	 

	 	 	 	Senior Vice President	 	 	 	 





 


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	 	 	VERSAR, INC.	 	[SEAL]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lawrence W. Sinnott	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Lawrence W. Sinnott	 	 	 	 
	 

	 	 	 	Title:
	 	EVP and CFO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	GEOMET TECHNOLOGIES, LLC	 	[SEAL]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lawrence W. Sinnott	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Lawrence W. Sinnott	 	 	 	 
	 

	 	 	 	Title:
	 	V.P.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	VERSAR GLOBAL SOLUTIONS, INC.	 	[SEAL]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lawrence W. Sinnott	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Lawrence W. Sinnott	 	 	 	 
	 

	 	 	 	Title:
	 	V.P.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	VEC CORP.	 	[SEAL]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lawrence W. Sinnott	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Lawrence W. Sinnott	 	 	 	 
	 

	 	 	 	Title:
	 	V.P.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	VERSAR INTERNATIONAL, INC.	 	[SEAL]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lawrence W. Sinnott	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Lawrence W. Sinnott	 	 	 	 
	 

	 	 	 	Title:
	 	V.P.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	ADVENT ENVIRONMENTAL, INC.	 	[SEAL]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lawrence W. Sinnott	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Lawrence W. Sinnott	 	 	 	 
	 

	 	 	 	Title:
	 	V.P.	 	 	 	 







 


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