Exhibit 10.25




 




THIRD MODIFICATION OF AMENDED AND RESTATED 


REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOANS


AGREEMENT AND SECURITY AGREEMENT




 




THIS THIRD MODIFICATION OF

AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOANS

AGREEMENT AND SECURITY AGREEMENT (“Third Modification”) is entered into

effective as of the     day of September, 2002, by and between

On-Site Sourcing, Inc., a Delaware corporation (the “Borrower”), with its

principal office at 832 North Henry Street, Alexandria, Virginia 22314, and

Wachovia Bank, National Association, formerly known as First Union National

Bank (the “Lender”), a national banking association with an address of 1970

Chain Bridge Road, McLean, Virginia 

22102.




RECITALS:




R-1.         Lender made a loan in the form of a revolving line of credit

(“Line of Credit”) to Borrower, currently in the maximum principal sum of Seven

Million and 00/100 Dollars ($7,000,000.00), evidenced by an Amended and

Restated Revolving Note, dated as of May 30, 2001, as modified by that certain

First Modification of Amended and Restated Revolving Note dated as of May 23,

2002 (the “Revolving Note”).  The Line

of Credit is governed and secured by that certain Amended and Restated

Revolving Line of Credit Loan Agreement, Term Loans Agreement and Security

Agreement executed by Borrower and Lender dated as of May 30, 2001, as modified

by that certain First Modification of Amended and Restated Revolving Line of

Credit Loan Agreement, Term Loans Agreement and Security Agreement dated as of

July 2, 2001, and as modified by that certain Second Modification of Amended

and Restated Revolving Line of Credit Loan Agreement, Term Loans Agreement and

Security Agreement dated as of May 23, 2002 (as so modified, the “Loan

Agreement”).




 




R-2.         The Loan Agreement also governs and secures (1) that certain

term loan to Borrower and North Henry Street Realty Company, LLC, a Delaware

limited liability company (“North Henry”), in the original principal amount of

Five Million Eight Hundred Thousand and 00/100 Dollars ($5,800,000.00), as

evidenced by that certain Commercial Note executed by Borrower and North Henry

dated as of November 15, 2000; (2) that certain term loan to Borrower in the

original principal amount of One Million One Hundred Twenty Five Thousand and 00/100

Dollars ($1,125,000.00), as evidenced by that certain Term Note dated June 12,

2000, and (3) that certain term loan to Borrower in the original principal

amount of One Million Seven Hundred Eighty Thousand Three Hundred and 00/100

Dollars ($1,780,300.00), as evidenced by that certain Term Note dated July 2,

2001.




R-3.         Lender has simultaneously herewith advanced to Borrower the

sum of One Million Two Hundred Fifty Thousand and 00/100 Dollars

($1,250,000.00) (the “$1,250,000.00 Term Loan”), and Borrower has executed and

delivered to Lender a Term Note, of even date (the “$1,250,000.00 Term Note”),

in the original principal amount of One Million Two Hundred Fifty Thousand and

00/100 Dollars ($1,250,000.00).  The $1,250,000.00

Term Note provides, among other things, that an event of default under the Loan

Agreement shall allow the Lender, at its option, to accelerate the maturity of,

and demand immediate payment of, the amounts owing under the $1,250,000.00 Term

Note.  The $1,250,000.00 Term Loan is to

be secured by the




 





























 




Collateral, as defined in

the Loan Agreement.  The purpose of the

$1,250,000.00 Term Loan is to finance computer and other equipment used in the

Borrower’s business.




R-4.         Borrower and Lender have agreed to modify the Loan Agreement

to, in part, govern and secure the $1,250,000.00 Term Loan, and for certain

other purposes.




NOW, THEREFORE, in

consideration of the premises, the mutual agreements herein contained, and

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Borrower and the Lender hereby agree as follows:




1.             To induce the Lender to enter into this Third

Modification, the Borrower warrants and represents to the Lender that:




a.             The Borrower’s books and records

properly reflect the Borrower’s financial condition, and no material adverse

change in the Borrower’s financial condition has occurred since the last date

that the Borrower provided financial reports to the Lender; and




 




b.             No litigation is pending or

threatened against the Borrower of which the Borrower has not informed the

Lender in writing; and




 




c.             The Borrower is in compliance with all provisions of the

Loan Agreement and with all applicable laws and regulations; and




d.             Borrower has the power and authority to enter into this

Third Modification, to perform its obligations hereunder, to execute all

documents being executed and delivered in connection herewith, and to incur the

obligations provided for herein, all of which have been duly authorized and

approved in accordance with the Borrower’s organizational documents; and




e.             This Third Modification, together with all documents

executed in connection herewith or pursuant hereto, constitute the valid and

legally binding obligations of the Borrower in accordance with their respective

terms; and




f.              The Borrower’s obligations under the Loan Documents (as

defined in the Loan Agreement as modified hereby) remain valid and enforceable

obligations, and the execution and delivery of this Third Modification and

other documents executed in connection herewith shall not be construed as a

novation of the Loan Agreement or the other Loan Documents.




2.             Upon execution and delivery of this

Third Modification, the $1,250,000.00 Term Note, and the other documents

related thereto, the Lender will advance the $1,250,000.00 Term Loan to the

Borrower.  Borrower promises to repay

the $1,250,000.00 Term Loan, with interest, at the time and in the manner

provided in the $1,250,000.00 Term Note. 

The




 




2





























 




Borrower

covenants to use the $1,250,000.00 Term Loan to finance computer and other

equipment used in the Borrower’s business and for no other purpose.




3.             The following new definitions are added to the Loan

Agreement under Article 1 of the Loan Agreement entitled “Definitions”:




a.             “Term Loan #4” means the Term loan facility made

available by Lender to Borrower, in the original principal amount of One

Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) evidenced

by Term Note #4.




b.             “Term Note #4” means the Term Note executed by

Borrower, in the amount of One Million Two Hundred Fifty Thousand and 00/100

Dollars ($1,250,000.00), payable to the order of the Lender, and evidencing the

obligation of Borrower to repay Term Loan #4.




4.             The definitions of “Loan Documents”, “Term Loans” and

“Term Notes” in the Loan Agreement are hereby deleted in their entirety and

restated and as follows:




a.             “Loan Documents” mean this Agreement, the

Revolving Note, the Term Note #1, the Term Note #2, the Term Note # 3, the Term

Note #4, the Deed of Trust and/or any other document executed by the Borrower

or any other Person evidencing, securing, guaranteeing or relating to the

Revolving Loan or the Term Loans, as such documents or instruments may be

amended, modified or extended from time to time.




b.             “Term Loans” means Term Loan #1, Term Loan #2,

Term Loan #3 and Term Loan #4, jointly and severally.




c.             “Term Notes” means Term Note #1, Term Note #2,

Term Note #3 and Term Note #4, jointly and severally.




5.             The security interest in the Collateral granted by the

Loan Agreement shall henceforth secure not only the Loans made pursuant to the

Loan Agreement, including the $1,250,000.00 Term Loan, but also any other

credit that Lender may now or hereafter extend to the Borrower, including,

without limiting the generality of the foregoing, Borrower’s obligations to

Lender under any existing or future Swap Agreement (as defined in the Loan

Agreement) or similar interest rate swap agreement or other derivative product

or hedging agreement.  To that end,

Borrower hereby confirms and regrants to Lender a security interest in the

Collateral.




6.             Section 10.3 of the Loan Agreement

entitled “Notices” is hereby deleted in its entirety and replaced with the

following:




 




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“10.3       Notices.  Except as may otherwise be provide herein,

all notices, demands, requests or other communications provided for herein or

in the other Loan Documents shall be in writing and shall be deemed to be

effective one (1) day after dispatch if sent by Federal Express or any other

commercially recognized overnight delivery service or two (2) days after

dispatch if sent by registered or certified mail, return receipt requested and

addressed as follows:




If to Borrower:




On-Site Sourcing, Inc.


832 North Henry Street 


Alexandria, Virginia 22314




Attention: Christopher J.

Weiler, President and Chief Executive Officer




If to Lender:




Wachovia Bank, National

Association (formerly known as First Union National Bank)


Portfolio Management


1970 Chain Bridge Road


McLean, VA 22102




Attention:  Monica Sevila, Vice

President




With copy to:




Joseph P. Corish




Bean, Kinney & Korman, P.C.


2000 N. 14th Street, Suite 100


Arlington, Virginia 22201




 




If the Borrower comprises more than one Person, notice to the Borrower

at the address specified above in this section for On-Site Sourcing, Inc. shall

constitute notice to all such Persons, and each Person signing below as the

Borrower hereby irrevocably appoints On-Site Sourcing, Inc. as that Person’s

agent to receive notices from the Lender under this Agreement or the other Loan

Documents.




Each party may designate by

notice in writing a new address to which any notice, demand, request or

communication thereafter may be so given, served or sent.  Each notice, demand, request or

communication which is mailed, delivered or transmitted in the manner described

above shall be deemed sufficiently given, served, sent or received for all

purposes at such time as it is delivered: (i) to the United States Postal Service,

in the case of a notice given by certified mail; (ii) to Federal Express or any

other commercially recognized overnight delivery service, in accordance with

the terms and procedures for such delivery.




 




 




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Any

notices required under the Uniform Commercial Code with respect to the sale or

other disposition of the Collateral shall be deemed reasonable if mailed by the

Lender to the Persons entitled thereto at their last known address at least ten

(10)  days prior to disposition of the

Collateral.”




7.             The Borrower promises to pay, on demand, all costs

(including attorneys fees) incurred by the Lender for the preparation of this

Third Modification, the $1,250,000.00 Term Note, any additional documents and

any other expenses incurred by Lender in relation to this Third Modification.




8.             The Borrower authorizes the Lender to advance funds to

itself or to third parties to pay the fees, costs and expenses listed in this

Third Modification, which advances shall be deemed to be Advances to the

Borrower under the Loan Agreement.




9.             ARBITRATION:

PROVISIONS IN THE LOAN AGREEMENT REGARDING ARBITRATION ARE INCORPORATED HEREIN

BY REFERENCE AS IF FULLY SET FORTH HEREIN.




10.           Except as modified by this Third Modification, the Loan

Agreement remains in full force and effect and unmodified.  Borrower warrants and represents that it has

no offsets or defenses to its obligations under the Loan Agreement, as so

modified, and the other Loan Documents.




11.           In consideration of Lender’s agreement to this Third

Modification, the Borrower hereby releases and waives any and all claims of any

kind that it may have against the Lender as of the date of this Third

Modification arising out of or relating to the Loan Agreement, as amended by

this Third Modification.




IN WITNESS WHEREOF, the

parties have executed this Third Modification as of the date and year first

written above.




	

   


  	

  ON-SITE SOURCING, INC., a

  Delaware corporation


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  (SEAL)


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
						





 




 




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  WACHOVIA BANK, NATIONAL


  	

   


  
	

   


  	

  ASSOCIATION (formerly known as First Union National Bank)


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  (SEAL)


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
							





 




STATE OF VIRGINIA




COUNTY

OF                    :

to wit:




I, the undersigned Notary

Public in and for the State and County aforesaid, do hereby certify that

                          

as

                           

of On-Site Sourcing, Inc., whose name is signed to the foregoing Third

Modification of Amended and Restated Revolving Line of Credit Loan Agreement,

Term Loans Agreement and Security Agreement, dated the          day of September, 2002, personally

appeared before me within the aforesaid jurisdiction and acknowledged the same.




GIVEN

under my hand and seal this         day of

September, 2002.




	

   


  	

   


  
	

   


  	

  Notary Public


  





 




My Commission

expires:                      




STATE OF VIRGINIA




COUNTY OF                               : to wit:




I, the undersigned Notary

Public in and for the State and County aforesaid, do hereby certify

that                       

as                        of

Wachovia Bank, National Association (formerly known as First Union National

Bank), whose name is signed to the foregoing Third Modification of Amended and

Restated Revolving Line of Credit Loan Agreement, Term Loans Agreement and

Security Agreement, dated the         

day of September, 2002, personally appeared before me within the aforesaid

jurisdiction and acknowledged the same.




GIVEN

under my hand and seal this         

day of September, 2002.




 




	

   


  	

   


  
	

   


  	

  Notary Public


  





 




My Commission expires:                               




 




 




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CONSENT OF NORTH HENRY STREET REALTY COMPANY, LLC TO THIRD

MODIFICATION TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT,

TERM LOANS AGREEMENT AND SECURITY AGREEMENT AND  RELATED DOCUMENTS




North Henry Street Realty

Company, LLC, a Delaware limited liability company (“North Henry”), the grantor

under that certain Deed of Trust, Assignment of Rents and Security Agreement

dated as of November 15, 2000 (the “Deed of Trust”), benefitting Wachovia Bank,

National Association (formerly known as First Union National Bank) (“Wachovia”)

to secure, among other things, that Commercial Note executed and made payable

by On-Site Sourcing, Inc., a Delaware corporation and North Henry to Wachovia

in the original principal amount of Five Million Eight Hundred Thousand and

00/100 Dollars ($5,800,000.00), does hereby acknowledge, consent and agree to

the annexed Third Modification to Amended and Restated Revolving Line of Credit

Loan Agreement, Term Loans Agreement and Security Agreement (the “Third

Modification”), and all documents executed in connection with the Third

Modification, including without limitation, that certain Term Note executed by

On-Site Sourcing, Inc. of even date herewith (the “$1,250,000 Term Note”) to

evidence a term loan payable to Wachovia in the principal amount of One Million

Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00), and North Henry

represents, warrants and agrees that North Henry has no offsets or defenses to

the Deed of Trust, the Third Modification and the Amended and Restated

Revolving Line of Credit Loan Agreement, Term Loans Agreement and Security

modified thereby (and as previously modified), or any other document or

agreement to which North Henry is bound or which was executed for the benefit

of Wachovia.




	

   


  	

  NORTH HENRY STREET REALTY COMPANY, LLC, a Delaware limited liability

  company, by ON-SITE SOURCING, INC., a Delaware corporation, as its sole

  manager and sole member


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  [SEAL]


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
						





 




 




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  State of Virginia


  	

  )


  
	

  County of


  	

   


  	

  ) To Wit:


  
			





 




Acknowledged before me by

               

as               

of

On-Site Sourcing, Inc., a Delaware corporation, as the sole manager and member

of North Henry Street Realty Company, LLC, a Delaware limited liability company




this

         day of September, 2002.




 




 




	

  [SEAL]


  	

   


  	

   


  
	

   


  	

   


  	

  Notary Public


  





 




My commission

expires:                                  




 




 




8