**Exhibit 10.23**

 

**FOURTHMODIFICATION OF AMENDED AND RESTATEDREVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOANSAGREEMENT AND SECURITY AGREEMENT**

 

THIS FOURTHMODIFICATION OF AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT,TERM LOANS AGREEMENT AND SECURITY AGREEMENT (“Fourth Modification”) is enteredinto effective as of the 3rd day of February, 2003, by and betweenOn-Site Sourcing, Inc., a Delaware corporation (the “Borrower”), with itsprincipal office at 832 North Henry Street, Alexandria, Virginia 22314, andWachovia Bank, National Association, formerly known as First Union NationalBank (the “Lender”), a national banking association with an address of 1970Chain Bridge Road, McLean, Virginia 22102.

 

**RECITALS**:

 

R-1.                           Lendermade a loan in the form of a revolving line of credit (“Line of Credit”) toBorrower, currently in the maximum principal sum of Seven Million and 00/100Dollars ($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 ofAmended and Restated Revolving Note dated as of May 23, 2002 (the “RevolvingNote”).  The Line of Credit is governedand secured by that certain Amended and Restated Revolving Line of Credit LoanAgreement, Term Loans Agreement and Security Agreement executed by Borrower andLender dated as of May 30, 2001, as modified by that certain First Modificationof Amended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement dated as of July 2, 2001, that certain SecondModification of Amended and Restated Revolving Line of Credit Loan Agreement,Term Loans Agreement and Security Agreement dated as of May 23, 2002, and thatcertain Third Modification of Amended and Restated Revolving Line of CreditLoan Agreement, Term Loans Agreement and Security Agreement dated as ofSeptember 25, 2002 (as so modified, the “Loan Agreement”).

 

R-2.                           TheLoan Agreement also governs and secures (1) that certain term loan to Borrowerand North Henry Street Realty Company, LLC, a Delaware limited liabilitycompany (“North Henry”), in the original principal amount of Five Million EightHundred Thousand and 00/100 Dollars ($5,800,000.00), as evidenced by thatcertain Commercial Note executed by Borrower and North Henry dated as ofNovember 15, 2000; (2) that certain term loan to Borrower in the originalprincipal amount of One Million One Hundred Twenty Five Thousand and 00/100Dollars ($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 principalamount of One Million Seven Hundred Eighty Thousand Three Hundred and 00/100Dollars ($1,780,300.00), as evidenced by that certain Term Note dated July 2,2001.

 

R-3.                           Borrowerand Lender have agreed to modify the Loan Agreement in certain respects as morefully set forth herein.

 

----

 

NOW,THEREFORE, in consideration of the premises, the mutual agreements hereincontained, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the Borrower and the Lenderhereby agree as follows:

 

1.                                       Toinduce the Lender to enter into this Fourth Modification, the Borrower warrantsand represents to the Lender that:

 

a.                                       TheBorrower’s books and records properly reflect the Borrower’s financialcondition, and no material adverse change in the Borrower’s financial conditionhas occurred since the last date that the Borrower provided financial reportsto the Lender; and

 

b.                                      Nolitigation is pending or threatened against the Borrower of which the Borrowerhas not informed the Lender in writing; and

 

c.                                       TheBorrower is in compliance with all provisions of the Loan Agreement and withall applicable laws and regulations; and

 

d.                                      Borrowerhas the power and authority to enter into this Fourth Modification, to performits obligations hereunder, to execute all documents being executed anddelivered in connection herewith, and to incur the obligations provided forherein, all of which have been duly authorized and approved in accordance withthe Borrower’s organizational documents; and

 

e.                                       ThisFourth Modification, together with all documents executed in connectionherewith or pursuant hereto, constitute the valid and legally bindingobligations of the Borrower in accordance with their respective terms; and

 

f.                                         TheBorrower’s obligations under the Loan Documents (as defined in the LoanAgreement as modified hereby) remain valid and enforceable obligations, and theexecution and delivery of this Fourth Modification and any other documentsexecuted in connection herewith shall not be construed as a novation of theLoan Agreement or the other Loan Documents.

 

2.                                       Thedefinition of “EBIT” set forth in Section 1.1of the Loan Agreement is herebydeleted in its entirety and restated as follows:

 

“bb.                         “EBIT”means the consolidated net income of the Borrower and its subsidiariesdetermined quarterly on a rolling four quarter period basis in accordance withGAAP, after giving effect to all expenses and other property

 

2

----

 

charges, butexcluding interest and income taxes, and, with the Lender’s prior approval,excluding (i) gains or losses on asset sales, (ii) losses or charges related toimpairment of existing goodwill, and (iii) losses related to discontinuedoperations.”

 

3.                                       Section6.14.c. of the Loan Agreement entitled “Interest Coverage Ratio” isdeleted in its entirety and restated as follows:

 

“c.                                 InterestCoverage Ratio.  A minimum InterestCoverage Ratio of 2.0 to 1.0 to be measured at the end of each of Borrower’sfiscal quarters, at the end of each of Borrower’s fiscal years and at suchother times as Lender may require as determined by Lender in its sole andabsolute discretion; provided however, and solely with respect to theBorrower’s fiscal quarters ending December 31, 2002, March 31, 2003, and June30, 2003 (and any interim periods ending between December 31, 2002, and June30, 2003), the minimum Interest Coverage Ratio shall be 1.75 to 1.

 

4.                                       TheBorrower promises to pay, on demand, all costs (including attorneys fees)incurred by the Lender for the preparation of this Fourth Modification, anyadditional documents and any other expenses incurred by Lender in relation tothis Fourth Modification.

 

5.                                       TheBorrower authorizes the Lender to advance funds to itself or to third partiesto pay the fees, costs and expenses listed in this Fourth Modification, whichadvances shall be deemed to be Advances to the Borrower under the LoanAgreement.

 

6.                                       **ARBITRATION**: PROVISIONS IN THE LOANAGREEMENT REGARDING ARBITRATION ARE INCORPORATED HEREIN BY REFERENCE AS IFFULLY SET FORTH HEREIN.

 

7.                                       Exceptas modified by this Fourth Modification, the Loan Agreement remains in fullforce and effect and unmodified. Borrower warrants and represents that it has no offsets or defenses toits obligations under the Loan Agreement, as so modified, and the other LoanDocuments.

 

8.                                       Inconsideration of Lender’s agreement to this Fourth Modification, the Borrowerhereby releases and waives any and all claims of any kind that it may haveagainst the Lender as of the date of this Fourth Modification arising out of orrelating to the Loan Agreement, as amended by this Fourth Modification.

 

3

----

 

IN WITNESSWHEREOF, the parties have executed this Fourth Modification as of the date andyear first written above.

 

 
|   | ON-SITE SOURCING, INC., a Delaware  corporation |
|--------|-------------------------------------------------|
|   |                                            |
|   |                                            |
|   | By:                                             |    /s/ Jason Parikh | (SEAL) |
|   | Name:                                           |  Jason Parikh |   |
|   | Title:                                          |  CFO |   |
|   |                                            |
|   |                                            |
|   | WACHOVIA BANK, NATIONAL ASSOCIATION             |
|   |                                            |
|   | By:                                             |    /s/ Joseph C. Costa | (SEAL) |
|   | Name:                                           |  Joseph C. Costa |   |
|   | Title:                                          |  Vice-President |   |
|        |                                                 |  |  |  |  |  |

 

 

STATE OF VIRGINIA

COUNTY OF Arlington: to wit:

 

I, theundersigned Notary Public in and for the State and County aforesaid, do herebycertify that Jason Parikh as CFO of On-Site Sourcing, Inc., whose name issigned to the foregoing Fourth Modification of Amended and Restated RevolvingLine of Credit Loan Agreement, Term Loans Agreement and Security Agreement,dated the 3rd day of February, 2003, personally appeared before mewithin the aforesaid jurisdiction and acknowledged the same.

 

GIVEN under myhand and seal this 3rd day of February, 2003.

 

 
|                                 | /s/ A. Touloumes - Britt |   |
|--------------------------------------|--------------------------|--------|
|                                 | Notary Public            |
|                                 |                     |
|                                 |                     |
| My Commission expires:  6/30/05 |                     |

 

4

----

 

STATE OF VIRGINIA

COUNTY OF Fairfax: to wit:

 

I, theundersigned Notary Public in and for the State and County aforesaid, do herebycertify that Joseph C. Costa as Vice-President of Wachovia Bank, NationalAssociation, whose name is signed to the foregoing Fourth Modification ofAmended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement, dated the 3rd day of Feburary,2003, personally appeared before me within the aforesaid jurisdiction and acknowledgedthe same.

 

GIVEN under myhand and seal this 3rd day of February, 2003.

 

 
|                                      | /s/ Karen E. Reynolds |   |
|-------------------------------------------|-----------------------|--------|
|                                      | Notary Public         |
|                                      |                  |
|                                      |                  |
| My Commission expires:  May 31, 2005 |                  |

 

5

----

 

**CONSENTOF NORTH HENRY STREET REALTY COMPANY, LLC TO FOURTHMODIFICATION TO AMENDED AND RESTATED REVOLVING LINE OF****CREDIT LOAN AGREEMENT, TERM LOANS AGREEMENTAND SECURITYAGREEMENT AND  RELATED DOCUMENTS**

 

North HenryStreet Realty Company, LLC, a Delaware limited liability company (“NorthHenry”), the grantor under that certain Deed of Trust, Assignment of Rents andSecurity Agreement dated as of November 15, 2000 (the “Deed of Trust”),benefitting Wachovia Bank, National Association (formerly known as First UnionNational Bank) (“Wachovia”) to secure, among other things, that Commercial Noteexecuted and made payable by On-Site Sourcing, Inc., a Delaware corporation andNorth Henry to Wachovia in the original principal amount of Five Million EightHundred Thousand and 00/100 Dollars ($5,800,000.00), does hereby acknowledge,consent and agree to the annexed Fourth Modification to Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement (the “Fourth Modification”), and all documents executed in connectionwith the Fourth Modification, and North Henry represents, warrants and agreesthat North Henry has no offsets or defenses to the Deed of Trust, the FourthModification and the Amended and Restated Revolving Line of Credit LoanAgreement, Term Loans Agreement and Security Agreement modified thereby (and aspreviously modified), or any other document or agreement to which North Henryis 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:                                                                                                                                                                    |    /s/ Jason Parikh | [SEAL] |
|   | Name:                                                                                                                                                                  |  Jason Parikh |   |
|   | Title:                                                                                                                                                                 |  CFO |   |
|        |                                                                                                                                                                        |  |  |  |

 

6

----

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

 

Acknowledgedbefore me by Jason Parikh as CFO of On-Site Sourcing, Inc., a Delawarecorporation, as the sole manager and member of North Henry Street RealtyCompany, LLC, a Delaware limited liability company this 3rd day ofFebruary, 2003.

 

 
| [SEAL]                               |    /s/ Touloumes - Britt |   |
|--------------------------------------|-----------------------------------------|--------|
|                                 | Notary Public                           |
|                                 |                                    |
|                                 |                                    |
| My commission expires:  6/30/05 |                                    |

 

7

----