**EXHIBIT 10.26**

 

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

 

THIS SIXTH MODIFICATION OFAMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOANSAGREEMENT AND SECURITY AGREEMENT (“Sixth Modification”) is entered intoeffective as of the 6 th day of May, 2003, by and between On-Site Sourcing,Inc., a Delaware corporation (the “Borrower”), with its principal office at 832North Henry Street, Alexandria, Virginia 22314, and Wachovia Bank, NationalAssociation, formerly known as First Union National Bank (the “Lender”), anational 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 revolvingline of credit (“Line of Credit”) to Borrower, currently in the maximumprincipal sum of Seven Million and 00/100 Dollars ($7,000,000.00), evidenced byan Amended and Restated Revolving Note, dated as of May 30, 2001, as modifiedby that certain First Modification of Amended and Restated Revolving Note datedas of May 23, 2002,and as further modified by that certain Second Modificationof Amended and Restated Revolving Note dated as of March 24, 2003 (as somodified, the “Revolving Note”). The Line of Credit is governed and secured bythat certain Amended and Restated Revolving Line of Credit Loan Agreement, TermLoans Agreement and Security Agreement executed by Borrower and Lender dated asof May 30, 2001, as modified by that certain First Modification of Amended andRestated Revolving Line of Credit Loan Agreement, Term Loans Agreement andSecurity Agreement dated as of July 2, 2001, that certain Second Modificationof Amended and Restated Revolving Line of Credit Loan Agreement, Term Loans Agreementand Security Agreement dated as of May 23, 2002, that certain ThirdModification of Amended and Restated Revolving Line of Credit Loan Agreement,Term Loans Agreement and Security Agreement dated as of September 25, 2002,that certain Fourth Modification of Amended and Restated Revolving Line ofCredit Loan Agreement, Term Loans Agreement and Security Agreement dated as ofFebruary 3, 2003, and that certain Fifth Modification of Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement dated as of March 24, 2003 (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 originalprincipal amount of Five Million Eight Hundred Thousand and 00/100 Dollars($5,800,000.00), as evidenced by that certain Commercial Note executed byBorrower and North Henry dated as of November 15, 2000; (2) that certain termloan to Borrower in the original principal amount of One Million One HundredTwenty Five Thousand and 00/100 Dollars ($1,125,000.00), as evidenced by thatcertain Term Note dated June 12, 2000; (3) that certain term loan to Borrower inthe original principal amount of One Million Seven Hundred Eighty ThousandThree Hundred and 00/100 Dollars ($1,780,300.00), as evidenced by that certainTerm Note dated July 2, 2001; and (4) that certain term loan to Borrower in theoriginal principal amount of One Million Two Hundred Fifty Thousand and 00/100Dollars ($1,250,000.00), as evidenced by that certain Term Note dated September25, 2002.

 

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R-3.   Borrower and Lender have agreed to modify theLoan Agreement in certain respects

as more fully set forthherein.

 

NOW, THEREFORE, inconsideration of the premises, the mutual agreements herein contained, andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Borrower and the Lender hereby agree as follows:

 

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

 

2.                                       To induce theLender to enter into this Sixth Modification, the Borrower warrants andrepresents to the Lender that:

 

a.                                       The Borrower’sbooks and records properly reflect the Borrower’s financial condition, and nomaterial adverse change in the Borrower’s financial condition has occurredsince the last date that the Borrower provided financial reports to the Lender;and

 

b.                                      No litigationis pending or threatened against the Borrower of which the Borrower has notinformed the Lender in writing; and

 

c.                                       The Borrower isin compliance with all provisions of the Loan Agreement and with all applicablelaws and regulations; and

 

d.                                      Borrower hasthe power and authority to enter into this Sixth Modification, to perform itsobligations hereunder, to execute all documents being executed and delivered inconnection herewith, and to incur the obligations provided for herein, all ofwhich have been duly authorized and approved in accordance with the Borrower’sorganizational documents; and

 

e.                                       This SixthModification, together with all documents executed in connection herewith orpursuant hereto, constitute the valid and legally binding obligations of theBorrower in accordance with their respective terms; and

 

f.                                         The Borrower’sobligations under the Loan Documents (as defined in the Loan Agreement, asmodified hereby) remain valid and enforceable obligations, and the executionand delivery of this Sixth Modification and any other documents executed inconnection herewith shall not be construed as a novation of the Loan Agreementor the other Loan Documents.

 

 

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3.                                       Section 6.14.c.of the Loan Agreement entitled “Interest Coverage Ratio” is deleted inits entirety and restated as follows:

 

“c.     Interest Coverage Ratio.A minimum Interest Coverage Ratio of 2.00 to 1.00 to be measured at the end ofeach of Borrower’s fiscal quarters, at the end of each of Borrower’s fiscalyears and at such other times as Lender may require as determined by Lender inits sole and absolute discretion; provided, however, solely withrespect to the Borrower’s fiscal quarters ending December 31, 2002 and March31, 2003 (and any interim periods ending between December 31, 2002, and March31, 2003), the minimum Interest Coverage Ratio shall be 1.75 to 1.00; and providedfurther, solely with respect to the Borrower’s fiscal quarter endingJune 30, 2003 (and any interim periods ending between March 31, 2003, and June30, 2003), the minimum Interest Coverage Ratio shall be 1.25 to 1.00.”

 

4.                                       The Borrowerpromises to pay, on demand, all costs incurred by the Lender for thepreparation of this Sixth Modification, any additional documents and any otherexpenses incurred by Lender in relation to this Sixth Modification (includingwithout limitation, a loan fee of Five Thousand and 00/100 Dollars $5,000.00and all attorneys fees).

 

5.                                       The Borrowerauthorizes the Lender to advance funds to itself or to third parties to pay thefees, costs and expenses listed in this Sixth Modification, which advancesshall be deemed to be Advances to the Borrower under the Loan Agreement.

 

6.                                       **ARBITRATION:** PROVISIONS IN THE LOAN AGREEMENT REGARDINGARBITRATION ARE INCORPORATED HEREIN BY REFERENCE AS IF FULLY SET FORTH HEREIN.

 

7.                                       Except asmodified by this Sixth Modification, the Loan Agreement remains in full forceand effect and unmodified. Borrower warrants and represents that it has nooffsets or defenses to its obligations under the Loan Agreement, as somodified, and the other Loan Documents.

 

8.                                       Inconsideration of Lender’s agreement to this Sixth 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 Sixth Modification arising out of orrelating to the Loan Agreement, as amended by this Sixth Modification.

 

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IN WITNESS WHEREOF, theparties have executed this Sixth Modification as of the date and year firstwritten above.

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

 

STATE OF VIRGINIA

COUNTY OF ALEXANDRIA: to wit:

 

I, the undersigned NotaryPublic in and for the State and County aforesaid, do hereby certify that JasonParikh as CFO of On-Site Sourcing, Inc., whose name is signed to the foregoingSixth Modification of Amended and Restated Revolving Line of Credit LoanAgreement, Term Loans Agreement and Security Agreement, personally appearedbefore me within the aforesaid jurisdiction and acknowledged the same.

 

GIVEN under my hand and sealthis 9th day of May, 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, the undersigned NotaryPublic in and for the State and County aforesaid, do hereby certify that MonicaSevilla as Vice President as of Wachovia Bank, National Association, whose nameis signed to the foregoing Sixth Modification of Amended and Restated RevolvingLine of Credit Loan Agreement, Term Loans Agreement and Security Agreement,personally appeared before me within the aforesaid jurisdiction andacknowledged the same.

 

GIVEN under my hand and sealthis 9th day of May, 2003.

 
|   |   |   |   | /s/  Linda R. Daley |
|--------|--------|--------|--------|--------------------------|
|   |   |   |   | Notary Public            |

 

My Commission expires:  7/31/2004

 

 

 

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**CONSENT OF NORTH HENRY STREET REALTY COMPANY, LLC TO SIXTHMODIFICATION TO AMENDED AND RESTATED REVOLVING LINE OFCREDIT LOAN AGREEMENT, TERM LOANS AGREEMENT AND SECURITYAGREEMENT AND RELATED DOCUMENTS**

 

North Henry Street RealtyCompany, LLC, a Delaware limited liability company (“North Henry”), the grantorunder that certain Deed of Trust, Assignment of Rents and Security Agreementdated 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 certain Commercial Note executed and madepayable by On-Site Sourcing, Inc., a Delaware corporation, and North Henry toWachovia in the original principal amount of Five Million Eight HundredThousand and 00/100 Dollars ($5,800,000.00), does hereby acknowledge, consentand agree to the annexed Sixth Modification to Amended and Restated RevolvingLine of Credit Loan Agreement, Term Loans Agreement and Security Agreement (the“Sixth Modification”), and all documents executed in connection with the SixthModification, and North Henry represents, warrants and agrees that North Henryhas no offsets or defenses to the Deed of Trust, the Sixth Modification and theAmended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement as modified thereby and as previouslymodified, or any other document or agreement to which North Henry is bound orwhich 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 Alexandria | ) To Wit: |

 

Acknowledged before me byJason Parikh as CFO of On-Site Sourcing, Inc., a Delaware corporation, as thesole manager and member of North Henry Street Realty Company, LLC, a Delawarelimited liability company this 9th day of May, 2003.

 
| [SEAL] |   | /s/  A. Touloumes-Britt |
|--------|--------|------------------------------|
|   |   | Notary Public                |

 

My commission expires:  6/30/05

 

 

 

 

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