**Exhibit10.28**

 

TO BE ATTACHEDTO

THE ORIGINALAMENDED AND RESTATED REVOLVING NOTE

 

**THIRD****MODIFICATION OF**

**AMENDEDAND RESTATED REVOLVING NOTE**

 

THIS THIRDMODIFICATION OF AMENDED AND RESTATED REVOLVING NOTE (the “Note Modification”)is dated as of the           dayof July, 2003, and is made by and between **ON-SITESOURCING, INC.**, a Delaware corporation (the “Borrower”), having anaddress at 832 North Henry Street, Alexandria, Virginia 22314, and **WACHOVIA BANK, NATIONAL ASSOCIATION**,successor-in-interest to First Union National Bank, a national bankingassociation (the “Lender”), having an address at 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, and as further modified by thatcertain Second Modification of Amended and Restated Revolving Note dated as ofMarch 24, 2003 (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, as modified by that certain First Modification of Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement dated as of July 2, 2001, that certain Second Modification ofAmended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement dated as of May 23, 2002, that certainThird Modification of Amended and Restated Revolving Line of Credit LoanAgreement, Term Loans Agreement and Security Agreement dated as ofSeptember 25, 2002, that certain Fourth Modification of Amended andRestated Revolving Line of Credit Loan Agreement, Term Loans Agreement andSecurity Agreement dated as of February 3, 2003, that certain FifthModification of Amended and Restated Revolving Line of Credit Loan Agreement,Term Loans Agreement and Security Agreement dated as of March 24, 2003,and that certain Sixth Modification of Amended and Restated Revolving Line ofCredit Loan Agreement, Term Loans Agreement and Security Agreement dated as ofMay 6, 2003 (collectively, the “Original Loan Agreement”).

 

R-3.                           TheBorrower and the Lender have agreed to modify the Note to reduce the PrincipalSum (as defined in the Note) from Seven Million and 00/100 Dollars($7,000,000.00) to Five Million and 00/100 Dollars ($5,000,000.00), to modifythe interest rate, and for certain other purposes.  In addition to and in conjunction with entering into the NoteModification, Borrower and Lender have contemporaneously entered into a certainSeventh Modification of Amended and Restated Revolving Line of Credit LoanAgreement, Term Loans Agreement and

 

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Security Agreement of even date herewith (the“Seventh Loan Agreement Modification”), thereby, among other things, reducingthe “Maximum Revolving Commitment Amount” (as defined in the Original LoanAgreement) from Seven Million and 00/100 Dollars ($7,000,000.00) to FiveMillion and 00/100 Dollars ($5,000,000.00), and modifying the Original LoanAgreement to reflect that it governs and secures the Note, as modified by thisNote Modification (the Original Loan Agreement, as modified by the Seventh LoanAgreement Modification, being collectively referred to as the “LoanAgreement”).

 

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

 

1.                                       LoanBalance.  The parties affirm andagree that  the outstanding principalbalance due and unpaid under the Note through the close of business ofJuly          , 2003  is                                                 ($                       ).

 

2.                                       PrincipalSum.  The Principal Sum, as definedin the Note, is hereby modified and decreased from Seven Million and 00/100Dollars ($7,000,000.00) to Five Million and 00/100 Dollars ($5,000,000.00).

 

3.                                       InterestRate. Commencing as of the date of this Note Modification, interest on theentire principal balance outstanding from time to time shall accrue at afluctuating annual rate equal to the LIBOR Market Index Rate (hereinafterdefined) in effect from time to time plus Two and Thirty One Hundredthspercentage points (2.30%).    The LIBORMarket Index Rate, for any day, is the rate for 1 month U.S. dollar deposits asreported on Telerate page 3750 as of 11:00 a.m., London time, on such day, orif such day is not a London business day, then the immediately preceding Londonbusiness day (or if  not  so reported,  then  as determined byLender from another recognized source or interbank quotation).  Absent manifest error, the Lender’sdetermination of the LIBOR Market Index Rate for any day shall be conclusive.

 

The rate ofinterest that shall accrue under this Note shall change immediately upon any changein the LIBOR Market Index Rate.

 

If the LIBORMarket Index Rate is discontinued or unavailable, interest on the outstandingprincipal balance shall accrue at an annual rate equal to the Prime Rate (asdefined in the Note).

 

All interestpayable under the terms of the Note shall be calculated by applying a dailyinterest rate, determined by multiplying the outstanding principal balance bythe applicable annual interest rate and dividing the resulting product by 360,to the actual number of days principal is outstanding.

 

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As a result ofthe modifications set forth in this Note Modification, Borrower shall no longerhave the option to elect to have interest accrue on the outstanding principalbalance owing under the Note at the Lender’s Prime Rate.

 

4.                                       Paymentsand Maturity.  The unpaid PrincipalSum, together with interest thereon at the rate or rates provided in the Noteas modified by this Note Modification, shall be payable as follows:

 

a.                                       Interestshall continue to be due and payable monthly, commencing on the first day ofthe first calendar month after the date of this Note Modification, and on thefirst day of each succeeding calendar month.

 

b.                                      Unlesssooner paid, the unpaid Principal Sum, together with all interest accrued andunpaid thereon, and all other amounts owing under this Note shall be due andpayable in full on May 31, 2004 (the “Maturity Date”).  If the Loan Agreement provides for the Borrowerto make additional payments on account of the Principal Sum from time to time,Borrower promises to make those payments at the time and in the mannerspecified in the Loan Agreement.

 

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

 

6.                                       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 Third Modification of Amended and RestatedRevolving Note have set their hands and seals as of the date and year firstwritten above, the Lender having signed this Third Modification of Amended andRestated Revolving Note only for the purposes of consenting to themodifications herein contained.

 

(Signaturesand Notary Acknowledgments on following pages)

 

 
|   | ON-SITE SOURCING, INC., a Delaware   corporation |
|--------|--------------------------------------------------|

 

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|   | By:                                         |   | (SEAL) |
|--------|---------------------------------------------|--------|--------|
|   | Name:                                       |   |   |
|   | Title:                                      |   |   |
|   |                                        |   |
|   | WACHOVIA BANK, NATIONAL                     |
|   | ASSOCIATION, successor-in-interest to First |
|   | Union National Bank                         |
|   |                                        |   |
|   |                                        |   |
|   | By:                                         |   | (SEAL) |
|   | Name:                                       |   |   |
|   | Title:                                      |   |   |
|        |                                             |        |        |  |  |

 

 

**COMMONWEALTH OF VIRGINIA**

**COUNTYOF                               :to wit:**

 

I, theundersigned Notary Public in and for the aforesaid jurisdiction, do hereby certifythat                                            as                                               ofOn-Site Sourcing, Inc., whose name is signed to the foregoing ThirdModification of Amended and Restated Revolving Note, personally appeared beforeme within the aforesaid jurisdiction and acknowledged the same.

** **

**GIVEN**under my hand and seal this            day of                       ,2003.

 
|                    |           |   |
|-------------------------|----------------|--------|
|                    | Notary  Public |
|                    |
| My  Commission expires: |           |   |
|                         |                |        |  |  |

 

 

**COMMONWEALTH OF VIRGINIA**

**COUNTYOF                               :to wit:**

 

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I, theundersigned Notary Public in and for the aforesaid jurisdiction, do herebycertify that                   as                              ofWachovia Bank, National Association, successor-in-interest to First UnionNational Bank, whose name is signed to the foregoing Third Modification ofAmended and Restated Revolving Note, personally appeared before me within theaforesaid jurisdiction and acknowledged the same.

 

**GIVEN**under my hand and seal this           day of                           ,2003.

 
|                    |           |   |
|-------------------------|----------------|--------|
|                    | Notary  Public |
|                    |
| My  Commission expires: |           |   |
|                         |                |        |  |  |

 

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