**Exhibit 10.25**

 

TO BE ATTACHED TOTHE ORIGINAL AMENDED AND RESTATED REVOLVING NOTE

 

**SECOND****MODIFICATION OF****AMENDED AND RESTATED REVOLVING NOTE**

 

THIS SECONDMODIFICATION OF AMENDED AND RESTATED REVOLVING NOTE (the “Note Modification”)is dated as of the 24th day of March, 2003, and is made by andbetween **ON-SITE SOURCING, INC.**, aDelaware corporation (the “Borrower”), having an address at 832 North HenryStreet, Alexandria, Virginia 22314, and **WACHOVIABANK, NATIONAL ASSOCIATION**, successor-in-interest to First UnionNational Bank, a national banking association (the “Lender”), having an addressat 1970 Chain Bridge Road, McLean, Virginia 22102.

 

**RECITALS**:

 

R-1.                           TheLender made a loan in the form of a revolving line of credit (the “Line ofCredit”) to the Borrower in the maximum principal sum of $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 RestatedRevolving Note dated as of May 23, 2002 (as so modified, the “Note”).

 

R-2.                           TheLine of Credit is governed and secured by that certain Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement executed by the Borrower and the Lender dated as of May 30, 2001, asmodified by that certain First Modification of Amended and Restated RevolvingLine of Credit Loan Agreement, Term Loans Agreement and Security Agreementdated as of July 2, 2001, that certain Second Modification of Amended andRestated Revolving Line of Credit Loan Agreement, Term Loans Agreement andSecurity Agreement dated as of May 23, 2002, that certain Third Modification ofAmended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement dated as of September 25, 2002, and thatcertain Fourth Modification of Amended and Restated Revolving Line of CreditLoan Agreement, Term Loans Agreement and Security Agreement dated as ofFebruary 3, 2003 (collectively, the “Original Loan Agreement”).

 

R-3.                           TheBorrower and the Lender have agreed to modify the Note to extend the MaturityDate, and for certain other purposes. In addition to and in conjunction with entering into the NoteModification,  Borrower and Lender havecontemporaneously entered into a certain Fifth Modification of Amended andRestated Revolving Line of Credit Loan Agreement, Term Loans Agreement andSecurity Agreement of even date herewith (the “Fifth Loan AgreementModification”), thereby, among other things, extending the “Ending Date” asdefined in the Original Loan Agreement to May 31, 2004, and modifying theOriginal Loan Agreement to reflect that it governs and secures the Note, asmodified by this Note Modification (the Original Loan Agreement, as modified bythe Fifth Loan Agreement Modification, being collectively referred to as the“Loan Agreement”).

 

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NOW,THEREFORE, in consideration of the mutual agreements and covenants contained inthis Agreement, the parties agree as follows:

 

1.                                       MaturityDate.  The definition of MaturityDate, as defined in the Note, is hereby modified to mean May 31, 2004.

 

2.                                       LoanAgreement.  The Note, as modified bythis Note Modification, and the loans evidenced thereby, shall be governed andsecured by the Loan Agreement.

 

3.                                       Affirmationof Provisions.  Except as modifiedby this Note Modification, the provisions of the Note are hereby reaffirmed andremain in full force and effect.  TheBorrower warrants that it has no offsets or defenses against the Note, asmodified.  If the term Borrowercomprises more than one person or entity, the liability of such persons orentities hereunder shall be joint and several.

 

IN WITNESSWHEREOF, the parties to this Second Modification of Amended and RestatedRevolving Note have set their hands and seals as of the date and year first writtenabove, the Lender having signed this Second Modification of Amended andRestated Revolving Note only for the purposes of consenting to the modificationherein contained.

 

 
|   | 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 |   |
|        |                                                 |  |  |  |  |  |

 

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**COMMONWEALTHOF VIRGINIACOUNTY OF Arlington : to wit:**

 

I, theundersigned Notary Public in and for the aforesaid jurisdiction, do herebycertify that JasonParikh as CFO of On-Site Sourcing, Inc., whose name is signed to theforegoing Second Modification of Amended and Restated Revolving Note,personally appeared before me within the aforesaid jurisdiction andacknowledged the same.

 

**GIVEN** under my handand seal this 25th day of March, 2003.

 

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

 

 

**COMMONWEALTHOF VIRGINIACOUNTY OF Fairfax : to wit:**

 

I, theundersigned Notary Public in and for the aforesaid jurisdiction, do herebycertify that Joseph C. Costa as Vice-President of Wachovia Bank, NationalAssociation, successor-in-interest to First Union National Bank, whose name issigned to the foregoing Second Modification of Amended and Restated RevolvingNote, personally appeared before me within the aforesaid jurisdiction andacknowledged the same.

 

**GIVEN** under my handand seal this 25th day of March, 2003.

 

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

 

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