**Exhibit 10.24**

 

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

 

THIS FIFTHMODIFICATION OF AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT,TERM LOANS AGREEMENT AND SECURITY AGREEMENT (“Fifth Modification”) is enteredinto effective as of the 24th day of March, 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 (as so modified,the “Revolving Note”).  The Line ofCredit is governed and secured by that certain Amended and Restated RevolvingLine of Credit Loan Agreement, Term Loans Agreement and Security Agreementexecuted by Borrower and Lender dated as of May 30, 2001, as modified by thatcertain First Modification of Amended and Restated Revolving Line of CreditLoan Agreement, Term Loans Agreement and Security Agreement dated as of July 2,2001, that certain Second Modification of Amended and Restated Revolving Lineof Credit Loan Agreement, Term Loans Agreement and Security Agreement dated asof May 23, 2002, that certain Third Modification of Amended and Restated RevolvingLine of Credit Loan Agreement, Term Loans Agreement and Security Agreementdated as of September 25, 2002, and that certain Fourth Modification of Amendedand Restated Revolving Line of Credit Loan Agreement, Term Loans Agreement andSecurity Agreement dated as of February 3, 2003  (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; (3) that certain term loan to Borrower in the original principal amount ofOne 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; and(4) that certain term loan to Borrower in the original principal amount of OneMillion Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00), asevidenced by that certain Term Note dated September 25, 2002.

 

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R-3.                           Contemporaneousherewith, Borrower and the Lender have modified the Revolving Note pursuant toa Second Modification of Amended and Restated Revolving Note to extend thematurity date of the Line of Credit to May 31, 2004 and for certain otherpurposes.

 

R-4.                           As acondition and to induce Lender to extend the maturity date of the Line ofCredit, Borrower and Lender have agreed to further modify the Loan Agreement toextend the “Ending Date” as defined in the Loan Agreement to May 31, 2004 andfor certain other purposes.

 

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.                                       Capitalizedterms not otherwise defined herein shall have the meanings as set forth forsuch terms in the Loan Agreement.

 

2.                                       Toinduce the Lender to enter into this Fifth 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 Fifth 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.                                       ThisFifth Modification, together with all documents executed in connection herewithor pursuant hereto, constitute the valid and legally binding obligations of theBorrower 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, andthe

 

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execution anddelivery of this Fifth Modification and any other documents executed inconnection herewith shall not be construed as a novation of the Loan Agreementor the other Loan Documents.

 

3.                                       Thedefinition of  “Ending Date”under the Loan Agreement is hereby deleted in its entirety and restated asfollows:

 

“ff.  “Ending Date” means May 31, 2004.”

 

4.                                       TheBorrower promises to pay, on demand, all costs (including a loan fee ofSeventeen Thousand Five Hundred and 00/100 Dollars [$17,500.00] and attorneysfees) incurred by the Lender for the preparation of this Fifth Modification,any additional documents and any other expenses incurred by Lender in relationto this Fifth Modification.

 

5.                                       TheBorrower authorizes the Lender to advance funds to itself or to third partiesto pay the fees, costs and expenses listed in this Fifth 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 Fifth 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 Fifth 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 Fifth Modification arising out of orrelating to the Loan Agreement, as amended by this Fifth Modification.

 

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IN WITNESSWHEREOF, the parties have executed this Fifth 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 JasonParikh as CFO of On-Site Sourcing, Inc., whose name is signed to theforegoing Fifth Modification of Amended and Restated Revolving Line of Credit LoanAgreement, Term Loans Agreement and Security Agreement, personally appeared before me within the aforesaidjurisdiction and acknowledged the same.

 

GIVEN under myhand and seal this 24th day of March, 2003.

 

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

 

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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 Fifth Modification ofAmended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement, personally appeared before me within theaforesaid jurisdiction and acknowledged the same.

 

GIVEN under myhand and seal this 25th day of March, 2003.

 

 
|                                 | /s/ Karen E. Reynolds |   |
|--------------------------------------|-----------------------|--------|
|                                 | Notary Public         |
|                                 |                  |
|                                 |                  |
| My Commission expires:  5/31/05 |                  |

 

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**CONSENTOF NORTH HENRY STREET REALTY COMPANY, LLC TO FIFTHMODIFICATION TO AMENDED AND RESTATED REVOLVING LINE OFCREDIT LOAN AGREEMENT, TERM LOANS AGREEMENT AND 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 Fifth Modification to Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement (the “Fifth Modification”), and all documents executed in connectionwith the Fifth Modification, and North Henry represents, warrants and agreesthat North Henry has no offsets or defenses to the Deed of Trust, the FifthModification 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 |   |
|        |                                                                                                                                                                        |  |  |  |

 

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| 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 24th day ofMarch, 2003.

 

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

 

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