**Exhibit10.21**

 

**SECONDMODIFICATION OF AMENDED AND RESTATED**

**REVOLVING LINE OF CREDIT LOAN AGREEMENT,,TERM LOANS**

# **AGREEMENT AND SECURITY AGREEMENT**

 

THIS SECOND MODIFICATION OF AMENDED AND RESTATEDREVOLVING LINE OF CREDIT LOANAGREEMENT, TERM LOANS AGREEMENT AND SECURITY AGREEMENT (“Second Modification”) is entered into effective as of the 23day of May, 2002, by and between On-Site Sourcing, Inc. (“Borrower”), aDelaware corporation, with its principal office at 1111 North Nineteenth Street, 6th Floor, Arlington,Virginia 22209, and Wachovia Bank, National Association, successor-in-interestto First Union National Bank, a national banking association (the “Lender”),with an address of 1970 Chain Bridge Road, McLean, Virginia 22102.

 

**RECITALS:**

 

R-l.          Lendermade a loan in the form of a revolving line of credit (“Line of Credit”) to Borrower, currently in the maximum principal sumof Seven Million and 00/100 Dollars ($7,000,000.00), evidenced by an Amendedand Restated Revolving Note, dated as of May 30, 2001 (the “Revolving Note”). The Line of Credit is governed and securedby that certain Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement executed by Borrower and Lender dated as of May 30, 2001, as modifiedby that certain First Modification ofAmended and Restated Revolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement executed by Borrower and Lender dated as of July 2, 2001 (as somodified, 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 00/100 Dollars ($1,125,000.00), as evidencedby that certain Term Note dated June 12, 2000; and (3) that certain term loanto Borrower in the original principal amount of One Million, Seven HundredEighty Thousand, Three Hundred and 00/100 Dollars ($1,780,300.00), as evidencedby that certain Term Note, datedJuly 2, 2001.

 

R-3.         Contemporaneousherewith, Borrower and the Lender have modified the Revolving Note pursuant to a First Modification of Amendedand Restated Revolving Note to extend the maturity date to May 31, 2003, reducethe amount of the LIBOR-based interest rate option available to Borrower andfor certain other purposes.

 

R-4.         Asa condition and to induce Lender to extend the maturity date of the Line of Credit, Borrower and Lender have agreed to furthermodify the Loan Agreement to (a) extend the “Ending Date” as defined in the Loan Agreement to May 31, 2003, (b) torevise certain of the requirementsfor an Account to qualify as “Eligible” for purposes of advancing loan proceedson

 

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the Line of Credit, (c) to establish the requirements for allowing loanadvances against unbilled accounts, and for certain other purposes.  Capitalized terms not otherwise definedherein shall have the meanings as set forth for such terms in the Loan Agreement.

 

NOW, THEREFORE, in consideration of the premises,the mutual agreements herein contained, and other good and valuableconsideration, 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 SecondModification, the Borrower warrants and represents to the Lender that:

 

a.                                       The Borrower’s books and records properly reflectthe Borrower’s financial condition, and no material adverse change in theBorrower’s financial condition has occurred since the last date that theBorrower provided financial reports to the Lender; and

 

b.                                    No litigation is pending or threatened against theBorrower of which the Borrower hasnot informed the Lender in writing; and

 

c.                                       The Borrower is in compliance with all provisionsof the Loan Agreement and with allapplicable laws and regulations; and

 

d.                                      Borrower has the power and authority to enterinto this Second Modification, to perform its obligations hereunder, to executeall documents being executed and deliveredin connection herewith, and to incur the obligations provided for herein, all of which have been duly authorized andapproved in accordance with the Borrower’s organizational documents; and

 

e.                                       This Second Modification, together with alldocuments executed in connection herewith or pursuant hereto, constitute thevalid and legally binding obligations of the Borrower in accordance with theirrespective terms; and

 

f.                                         The Borrower’s obligations under the LoanDocuments remain valid and enforceable obligations, and the execution anddelivery of this Second Modification and other documents executed in connectionherewith shall not be construed as a novation of the Loan Agreement or theother Loan Documents.

 

2.                                        Paragraph 2 under the definition of “Eligible”as set forth in the Loan Agreement is hereby deleted in its entirety andrestated as follows:

 

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“in the case of a Commercial Account or a Government Account, less than one hundred and twenty-one (121) dayshave passed from the original billingdate;”

 

3.                                        Paragraph 1 under the definition of “Eligible”as set forth in the Loan Agreement is hereby deleted in its entirety andrestated as follows:

 

“the Account has been Billed or is an Unbilled Account”

 

4.             The following newdefinition is hereby added to the Loan Agreement:

 

“Unbilled Account” means a Commercial Account or Government Account which, although it has notbeen Billed, (a) satisfies all of the other criteria of being an EligibleAccount as set forth in thedefinition of “Eligible” in this Agreement, and (b) such Account shall beBilled within seven (7) days of the end of the calendar month within which the work was performed or serviceprovided by Borrower creating the Account.”

 

5.                                        Paragraph 3.2. b. of the Loan Agreement entitled “BorrowingBase Certificate” is deleted inits entirety and restated as follows:

 

“b.            Borrowing Base Certificate. The Lender shall have received a Borrowing Base Certificate, executedby a duly authorized officer of the Borrower with supporting updated schedulesattached thereto, including without limitation, (a) an accounts receivableaging schedule in intervals of not more than thirty (30) days with allsupporting attachments and (b) a schedule itemizing the amount and account debtor for each Eligible UnbilledAccount against which Advances have been made or are requested to be made onthe Revolving Loan, along with a certification by an authorized officer ofBorrower that each Eligible Unbilled Account which was included in the Borrowing Base Certificate submitted byBorrower in the immediately preceding month, against which Advances were madeon the Revolving Loan, was Billed within seven (7) days of the end of saidmonth.”

 

6.                                        Paragraph6.11. e. of the Loan Agreement entitled “Borrowing Base Certificates” ishereby deleted in its entirety andrestated as follows:

“e.            Borrowing Base Certificates. On or before thetwentieth day of each month,Borrower shall submit a fully completed Borrowing Base Certificate, dated as of the first day of the month in whichthe statement is being provided and

 

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stating the Borrowing Base as of the last day of the preceding month.At Lender’s request, the Borrowershall furnish to the Lender such schedules, certificates, lists, records, reports, information and documents toenable the Lender to verify the Borrowing Base.”

 

7.                             Paragraph6.11. f. of the Loan Agreement entitled “Monthly Reports” is hereby deleted inits entirety and restated as follows:

 

“f.             Monthly Accounts Receivable Aging Reports. On or before the twentieth day of each month,Borrower shall deliver to the Lender, an accounts receivable aging schedule,with all supporting schedules and attachments, dated as of the first day of thecalendar month in which the schedule and attachments are being provided,setting forth, among other things, the aging and amount owing and identity ofthe account debtor for each account receivable as of the end of the immediatelypreceding calendar month, saidschedule and the attachments thereto to be in form and substance satisfactory to Lender.  For example, on or before June 20, the Borrower shall deliver to the Lender anaccounts receivable aging scheduledated June 1, which is current and updatedthrough May 31st. Borrower shall also deliver on or before the twentieth day of each calendar month aschedule itemizing the amount and account debtor for each Eligible UnbilledAccount against which Advances have been or are requested to be made on theRevolving Loan, along with a certification by an authorized officer of Borrower that each Eligible UnbilledAccount which was included in the Borrowing Base Certificate submitted byBorrower for the immediately preceding month, against which Advances were made on the Revolving Loan, was Billedwithin seven (7) days of the end ofsaid month. In the event that Borrower fails to provide such certification or should such Unbilled Accounts for whichan Advance is made not be Billed within seven (7) days of the end of eachmonth, then such Unbilled Accounts shall not qualify as being Eligible for Advances under this Agreement. Borrowershall, to the satisfaction of Lender, reconcile all accounts receivable aging reports to Borrower’s generalledger.”

 

8.                                      In consideration of Lender’s agreement to this SecondModification, Borrower promises topay to Lender, on demand, a loan fee of Seventeen Thousand, Five Hundred and00/100 Dollars ($17,500.00). In addition, Borrower promises to pay, on demand,all costs (including attorneys fees) incurred by the Lender for the preparationof this Second Modification, any additional documents connected therewith, andany other expenses incurred by Lender in relation to this Second Modification.

 

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9.                                      The Borrower authorizes the Lender to advancefunds to itself or to third parties to pay the fees, costs and expenses listed in this Second Modification, whichadvances shall be deemed to beAdvances to the Borrower under the Loan Agreement.

 

10.                                **ARBITRATION**: PROVISIONS IN THE LOAN AGREEMENT REGARDING ARBITRATION ARE INCORPORATED HEREIN BY REFERENCEAS IF FULLY SET FORTH HEREIN.

 

11.                                Except as modified by this Second Modification,the Loan Agreement remains in full force and effect and unmodified. Borrowerwarrants and represents that it has no offsets or defenses to its obligationsunder the Loan Agreement, as so modified, and the other Loan Documents.

 

12.                                In consideration of Lender’s agreement to thisSecond Modification, Borrower hereby releases and waives any and all claims of any kind that it may have against theLender as of the date of this Second Modification arising out of or relating tothe Loan Agreement, as amended bythis Second Modification,

 

IN WITNESS WHEREOF, the parties have executed thisSecond Modification as of the dateand year first written above.

 
|   | ON-SITE SOURCING, INC., a Delaware corporation                                           |                |
|--------|------------------------------------------------------------------------------------------|---------------------|
|   |                                                                                     |                |
|   |                                                                                     |                |
|   | By:                                                                                      | /s/  Jason Parikh   | (SEAL) |
|   | Name:                                                                                    | Jason Parikh        |   |   |
|   | Title:                                                                                   | CFO                 |   |   |
|   |                                                                                     |                |
|   |                                                                                     |                |
|   | WACHOVIA BANK, NATIONAL ASSOCIATION,  successor-in-interest to First Union National Bank |                |
|   |                                                                                     |                |
|   |                                                                                     |                |
|   | By:                                                                                      | /s/  Monica Sevilla | (SEAL) |   |
|   | Name:                                                                                    | Monica  Sevilla     |   |   |
|   | Title:                                                                                   | Vice President      |   |   |
|        |                                                                                          |                     |  |  |  |

 

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COMMONWEALTH OF VIRGINIACOUNTY OF Arlington:  to wit:

 

I, the undersigned Notary Publicin and for the aforesaid jurisdiction, do hereby certify that JasonParikh as CFO of On-Site Sourcing, Inc., whose name is signed to the foregoingSecond 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 seal this 22ndday of May, 2002.

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

 

COMMONWEALTH OF VIRGINIACOUNTY OF Fairfax: to wit:

 

I, the undersigned Notary Public in and for theaforesaid jurisdiction, do hereby certify that [ILLEGIBLE] as Vice President ofWachovia Bank, National Association, successor-in-interest to First UnionNational Bank, whose name is signed to the foregoing Second 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 my hand and seal this 23rd**day of May, 2002.

 
|                  | /s/ Jeanne M. McKee |
|-----------------------|---------------------|
|                  | Notary Public       |
| My Commission expires | August  31, 2004    |   |   |
|                       |                     |  |  |

 

(CONSENT AND ACKNOWLEDGMENT ON FOLLOWING PAGES)

 

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**CONSENT OF NORTH HENRY STREET REALTY COMPANY, LLC TOSECOND MODIFICATION TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOANAGREEMENT, TERM LOANS AGREEMENT AND SECURITY AGREEMENT AND RELATED DOCUMENTS**

 

North Henry Street Realty Company, LLC, a Delawarelimited liability company (“North Henry”),the grantor under that certain Deed of Trust, Assignment of Rents and SecurityAgreement dated as of November 15, 2000 (the “Deed of Trust”), provided for theoriginal benefit of First Union National Bank, predecessor in interest toWachovia Bank, National Association (“Wachovia”), to secure, among otherthings, that Commercial Note executed and made payable by On-Site Sourcing, Inc., a Delaware corporation and NorthHenry to First Union in the originalprincipal amount of Five Million Eight Hundred Thousand and 00/100 Dollars($5,800,000.00), does hereby acknowledge, consent and agree to the annexedSecond Modification to Amended and Restated Revolving Line of Credit LoanAgreement, Term Loans Agreement andSecurity Agreement (the “Second Modification”), and all documents executed in connection with the Second Modification,including without limitation, that certain First Modification to Amended and Restated Note of even date herewith.  North Henry represents, warrants and agrees that North Henry has nooffsets or defenses to the Deed of Trust, Amended and Restated Revolving Line of Credit LoanAgreement as modified by the Second Modification, or any other document oragreement to which North Henry is bound or which is for the benefit ofWachovia.

 
|   | 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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COMMONWEALTH OF VIRGINIACOUNTY OF Arlington: to wit:

 

I, the undersigned Notary Public in and for theaforesaid jurisdiction, do hereby certify that Jason Parikh as CFO of On-SiteSourcing, Inc., a Delaware corporation, as the sole manager and member of NorthHenry Street Realty Company, LLC, a Delaware limited liability company, whosename is signed to the foregoing Second Modification of Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement, personally appeared before me within the aforesaid jurisdiction andacknowledged the same.

 

GIVEN under my hand and seal this 22ndday of May, 2002.

 
|                  | A. Touloumes-Britt |
|-----------------------|--------------------|
|                  | Notary Public      |
| My Commission expires | 6/5/05             |   |   |
|                       |                    |  |  |

 

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