# **Exhibit 10.25**

 

**THIRD MODIFICATION OF AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOANSAGREEMENT AND SECURITY AGREEMENT**

 

THIS THIRD MODIFICATION OFAMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOANSAGREEMENT AND SECURITY AGREEMENT (“Third Modification”) is entered intoeffective as of the     day of September, 2002, 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.         Lender made a loan in the form of a revolving line of credit(“Line of Credit”) to Borrower, currently in the maximum principal sum of SevenMillion and 00/100 Dollars ($7,000,000.00), evidenced by an Amended andRestated Revolving Note, dated as of May 30, 2001, as modified by that certainFirst Modification of Amended and Restated Revolving Note dated as of May 23,2002 (the “Revolving Note”).  The Lineof Credit is governed and secured by 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 of Amended and Restated Revolving Line ofCredit Loan Agreement, Term Loans Agreement and Security Agreement dated as ofJuly 2, 2001, and as modified by that certain Second Modification of Amendedand Restated Revolving Line of Credit Loan Agreement, Term Loans Agreement andSecurity Agreement dated as of May 23, 2002 (as so modified, the “LoanAgreement”).

 

R-2.         The Loan Agreement also governs and secures (1) that certainterm loan to Borrower and North Henry Street Realty Company, LLC, a Delawarelimited liability company (“North Henry”), in the original principal amount ofFive Million Eight Hundred Thousand and 00/100 Dollars ($5,800,000.00), asevidenced by that certain Commercial Note executed by Borrower and North Henrydated as of November 15, 2000; (2) that certain term loan to Borrower in theoriginal principal 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.         Lender has simultaneously herewith advanced to Borrower thesum of One Million Two Hundred Fifty Thousand and 00/100 Dollars($1,250,000.00) (the “$1,250,000.00 Term Loan”), and Borrower has executed anddelivered to Lender a Term Note, of even date (the “$1,250,000.00 Term Note”),in the original principal amount of One Million Two Hundred Fifty Thousand and00/100 Dollars ($1,250,000.00).  The $1,250,000.00Term Note provides, among other things, that an event of default under the LoanAgreement shall allow the Lender, at its option, to accelerate the maturity of,and demand immediate payment of, the amounts owing under the $1,250,000.00 TermNote.  The $1,250,000.00 Term Loan is tobe secured by the

 

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Collateral, as defined inthe Loan Agreement.  The purpose of the$1,250,000.00 Term Loan is to finance computer and other equipment used in theBorrower’s business.

R-4.         Borrower and Lender have agreed to modify the Loan Agreementto, in part, govern and secure the $1,250,000.00 Term Loan, and for certainother purposes.

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.             To induce the Lender to enter into this ThirdModification, the Borrower warrants and represents to the Lender that:

a.             The Borrower’s books and recordsproperly reflect the Borrower’s financial condition, and no material adversechange in the Borrower’s financial condition has occurred since the last datethat the Borrower provided financial reports to the Lender; and

 

b.             No litigation is pending orthreatened against the Borrower of which the Borrower has not informed theLender in writing; and

 

c.             The Borrower is in compliance with all provisions of theLoan Agreement and with all applicable laws and regulations; and

d.             Borrower has the power and authority to enter into thisThird Modification, to perform its obligations hereunder, to execute alldocuments being executed and delivered in connection herewith, and to incur theobligations provided for herein, all of which have been duly authorized andapproved in accordance with the Borrower’s organizational documents; and

e.             This Third Modification, together with all documentsexecuted in connection herewith or pursuant hereto, constitute the valid andlegally binding obligations of the Borrower in accordance with their respectiveterms; and

f.              The Borrower’s obligations under the Loan Documents (asdefined in the Loan Agreement as modified hereby) remain valid and enforceableobligations, and the execution and delivery of this Third Modification andother documents executed in connection herewith shall not be construed as anovation of the Loan Agreement or the other Loan Documents.

2.             Upon execution and delivery of thisThird Modification, the $1,250,000.00 Term Note, and the other documentsrelated thereto, the Lender will advance the $1,250,000.00 Term Loan to theBorrower.  Borrower promises to repaythe $1,250,000.00 Term Loan, with interest, at the time and in the mannerprovided in the $1,250,000.00 Term Note. The

 

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Borrowercovenants to use the $1,250,000.00 Term Loan to finance computer and otherequipment used in the Borrower’s business and for no other purpose.

3.             The following new definitions are added to the LoanAgreement under Article 1 of the Loan Agreement entitled “Definitions”:

a.             “Term Loan #4” means the Term loan facility madeavailable by Lender to Borrower, in the original principal amount of OneMillion Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) evidencedby Term Note #4.

b.             “Term Note #4” means the Term Note executed byBorrower, in the amount of One Million Two Hundred Fifty Thousand and 00/100Dollars ($1,250,000.00), payable to the order of the Lender, and evidencing theobligation of Borrower to repay Term Loan #4.

4.             The definitions of “Loan Documents”, “Term Loans” and“Term Notes” in the Loan Agreement are hereby deleted in their entirety andrestated and as follows:

a.             “Loan Documents” mean this Agreement, theRevolving Note, the Term Note #1, the Term Note #2, the Term Note # 3, the TermNote #4, the Deed of Trust and/or any other document executed by the Borroweror any other Person evidencing, securing, guaranteeing or relating to theRevolving Loan or the Term Loans, as such documents or instruments may beamended, modified or extended from time to time.

b.             “Term Loans” means Term Loan #1, Term Loan #2,Term Loan #3 and Term Loan #4, jointly and severally.

c.             “Term Notes” means Term Note #1, Term Note #2,Term Note #3 and Term Note #4, jointly and severally.

5.             The security interest in the Collateral granted by theLoan Agreement shall henceforth secure not only the Loans made pursuant to theLoan Agreement, including the $1,250,000.00 Term Loan, but also any othercredit that Lender may now or hereafter extend to the Borrower, including,without limiting the generality of the foregoing, Borrower’s obligations toLender under any existing or future Swap Agreement (as defined in the LoanAgreement) or similar interest rate swap agreement or other derivative productor hedging agreement.  To that end,Borrower hereby confirms and regrants to Lender a security interest in theCollateral.

6.             Section 10.3 of the Loan Agreemententitled “Notices” is hereby deleted in its entirety and replaced with thefollowing:

 

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“10.3       Notices.  Except as may otherwise be provide herein,all notices, demands, requests or other communications provided for herein orin the other Loan Documents shall be in writing and shall be deemed to beeffective one (1) day after dispatch if sent by Federal Express or any othercommercially recognized overnight delivery service or two (2) days afterdispatch if sent by registered or certified mail, return receipt requested andaddressed as follows:

If to Borrower:

On-Site Sourcing, Inc.832 North Henry Street Alexandria, Virginia 22314

Attention: Christopher J.Weiler, President and Chief Executive Officer

If to Lender:

Wachovia Bank, NationalAssociation (formerly known as First Union National Bank)Portfolio Management1970 Chain Bridge RoadMcLean, VA 22102

Attention:  Monica Sevila, VicePresident

With copy to:

Joseph P. Corish

Bean, Kinney & Korman, P.C.2000 N. 14th Street, Suite 100Arlington, Virginia 22201

 

If the Borrower comprises more than one Person, notice to the Borrowerat the address specified above in this section for On-Site Sourcing, Inc. shallconstitute notice to all such Persons, and each Person signing below as theBorrower hereby irrevocably appoints On-Site Sourcing, Inc. as that Person’sagent to receive notices from the Lender under this Agreement or the other LoanDocuments.

Each party may designate bynotice in writing a new address to which any notice, demand, request orcommunication thereafter may be so given, served or sent.  Each notice, demand, request orcommunication which is mailed, delivered or transmitted in the manner describedabove shall be deemed sufficiently given, served, sent or received for allpurposes at such time as it is delivered: (i) to the United States Postal Service,in the case of a notice given by certified mail; (ii) to Federal Express or anyother commercially recognized overnight delivery service, in accordance withthe terms and procedures for such delivery.

 

 

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Anynotices required under the Uniform Commercial Code with respect to the sale orother disposition of the Collateral shall be deemed reasonable if mailed by theLender to the Persons entitled thereto at their last known address at least ten(10)  days prior to disposition of theCollateral.”

7.             The Borrower promises to pay, on demand, all costs(including attorneys fees) incurred by the Lender for the preparation of thisThird Modification, the $1,250,000.00 Term Note, any additional documents andany other expenses incurred by Lender in relation to this Third Modification.

8.             The Borrower authorizes the Lender to advance funds toitself or to third parties to pay the fees, costs and expenses listed in thisThird Modification, which advances shall be deemed to be Advances to theBorrower under the Loan Agreement.

9.             **ARBITRATION**:PROVISIONS IN THE LOAN AGREEMENT REGARDING ARBITRATION ARE INCORPORATED HEREINBY REFERENCE AS IF FULLY SET FORTH HEREIN.

10.           Except as modified by this Third Modification, the LoanAgreement remains in full force and effect and unmodified.  Borrower warrants and represents that it hasno offsets or defenses to its obligations under the Loan Agreement, as somodified, and the other Loan Documents.

11.           In consideration of Lender’s agreement to this ThirdModification, the Borrower hereby releases and waives any and all claims of anykind that it may have against the Lender as of the date of this ThirdModification arising out of or relating to the Loan Agreement, as amended bythis Third Modification.

IN WITNESS WHEREOF, theparties have executed this Third Modification as of the date and year firstwritten above.
|   | ON-SITE SOURCING, INC., a  Delaware corporation |
|--------|-------------------------------------------------|
|   |                                            |
|   | By:                                             |   | (SEAL) |
|   | Name:                                           |   |   |
|   | Title:                                          |   |   |
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|   | WACHOVIA BANK, NATIONAL                                   |   |
|--------|-----------------------------------------------------------|--------|
|   | ASSOCIATION (formerly known as First Union National Bank) |
|   |                                                      |
|   | By:                                                       |   | (SEAL) |
|   | Name:                                                     |   |   |
|   | Title:                                                    |   |   |
|        |                                                           |        |  |  |  |  |

 

STATE OF VIRGINIA

COUNTYOF                    :to wit:

I, the undersigned NotaryPublic in and for the State and County aforesaid, do hereby certify that                          as                           of On-Site Sourcing, Inc., whose name is signed to the foregoing ThirdModification of Amended and Restated Revolving Line of Credit Loan Agreement,Term Loans Agreement and Security Agreement, dated the          day of September, 2002, personallyappeared before me within the aforesaid jurisdiction and acknowledged the same.

GIVENunder my hand and seal this         day ofSeptember, 2002.
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|--------|---------------|
|   | Notary Public |

 

My Commissionexpires:                      

STATE OF VIRGINIA

COUNTY OF                               : to wit:

I, the undersigned NotaryPublic in and for the State and County aforesaid, do hereby certifythat                       as                        ofWachovia Bank, National Association (formerly known as First Union NationalBank), whose name is signed to the foregoing Third Modification of Amended andRestated Revolving Line of Credit Loan Agreement, Term Loans Agreement andSecurity Agreement, dated the         day of September, 2002, personally appeared before me within the aforesaidjurisdiction and acknowledged the same.

GIVENunder my hand and seal this         day of September, 2002.

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

My Commission expires:                               

 

 

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**CONSENT OF NORTH HENRY STREET REALTY COMPANY, LLC TO THIRDMODIFICATION TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT,TERM LOANS AGREEMENT AND SECURITY AGREEMENT 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 Commercial Note executed and made payableby On-Site Sourcing, Inc., a Delaware corporation and North Henry to Wachoviain the original principal amount of Five Million Eight Hundred Thousand and00/100 Dollars ($5,800,000.00), does hereby acknowledge, consent and agree tothe annexed Third Modification to Amended and Restated Revolving Line of CreditLoan Agreement, Term Loans Agreement and Security Agreement (the “ThirdModification”), and all documents executed in connection with the ThirdModification, including without limitation, that certain Term Note executed byOn-Site Sourcing, Inc. of even date herewith (the “$1,250,000 Term Note”) toevidence a term loan payable to Wachovia in the principal amount of One MillionTwo Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00), and North Henryrepresents, warrants and agrees that North Henry has no offsets or defenses tothe Deed of Trust, the Third Modification and the Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and Securitymodified thereby (and as previously modified), or any other document oragreement to which North Henry is bound or which was executed for the benefitof 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 |
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|   | By:                                                                                                                                                                    |   | [SEAL] |
|   | Name:                                                                                                                                                                  |   |   |
|   | Title:                                                                                                                                                                 |   |   |
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| State of Virginia | )      |
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| County of         |   | ) To Wit: |
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Acknowledged before me by               as               ofOn-Site Sourcing, Inc., a Delaware corporation, as the sole manager and memberof North Henry Street Realty Company, LLC, a Delaware limited liability company

this         day of September, 2002.

 

 
| [SEAL] |   |          |
|--------|--------|---------------|
|   |   | Notary Public |

 

My commissionexpires:                                  

 

 

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