**Exhibit 10.27**

** **

**SEVENTH MODIFICATION OF AMENDED AND RESTATED**

**REVOLVINGLINE OF CREDIT LOAN AGREEMENT, TERM LOANS**

**AGREEMENTAND SECURITY AGREEMENT**

 

THIS SEVENTH MODIFICATION OF AMENDED ANDRESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOANS AGREEMENT ANDSECURITY AGREEMENT (“Seventh Modification”) is entered into effective as of the         day of July, 2003, by andbetween On-Site Sourcing, Inc., a Delaware corporation (the “Borrower”), withits principal 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 Modificationof Amended and Restated Revolving Note dated as of May 23, 2002, and asfurther modified by that certain Second Modification of Amended and RestatedRevolving Note dated as of March 24, 2003 (as so modified, the “RevolvingNote”). The Line of Credit is governed and secured by that certain Amended andRestated Revolving Line of Credit Loan Agreement, Term Loans Agreement andSecurity Agreement executed by Borrower and 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, TermLoans Agreement and Security Agreement dated as of March 24, 2003, andthat certain Sixth Modification of Amended and Restated Revolving Line ofCredit Loan Agreement, Term Loans Agreement and Security Agreement dated as ofMay 6, 2003 (as so modified, the “Loan Agreement”).

 

R-2. The LoanAgreement also governs and secures (1) that certain term loan to Borrower andNorth Henry Street Realty Company, LLC, a Delaware limited liability company(“North Henry”), in the original principal amount of Five Million Eight HundredThousand and 00/100 Dollars ($5,800,000.00), as evidenced by that certainCommercial 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 Seven Hundred Eighty Thousand Three Hundred and00/100 Dollars ($1,780,300.00), as evidenced by that certain Term Note datedJuly 2, 2001 (the “$1,780,300.00 Note”); and (3) that certain term loan toBorrower in the original principal amount of One Million Two Hundred FiftyThousand and 00/100 Dollars ($1,250,000.00), as evidenced by that certain TermNote dated September 25, 2002 (the “$1,250,000.00 Note”).

 

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R-3.Contemporaneous herewith, Borrower and Lender have executed that certain ThirdModification of Amended and Restated Revolving Note of even date herewith (the“Revolving Note Modification”) to reduce the Principal Sum (as defined in theRevolving Note) from Seven Million and 00/100 Dollars ($7,000,000.00) to FiveMillion and 00/100 Dollars ($5,000,000.00), to increase the interest rate, andfor certain other purposes.

 

R-4.Contemporaneous herewith, Borrower and Lender have executed a Consolidated,Amended and Restated Term Note of even date herewith (the “Consolidated Note”),thereby consolidating, amending and restating the terms and provisions of the$1,780,300.00 Note and $1,250,000.00 Note as set forth in the ConsolidatedNote.

 

R-5. Borrowerand Lender have agreed to amend the Loan Agreement to modify certain financialcovenants, to modify the maximum principal amount which may be advanced underthe Line of Credit, to provide for the Loan Agreement to govern and secure theRevolving Note as modified by the Revolving Note Modification and to providefor the Loan Agreement to govern and secure the Consolidated Note, and forcertain other purposes as more fully set forth herein.

 

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.                                       **Capitalized Terms**. Capitalized termsnot otherwise defined herein shall have the meanings as set forth for suchterms in the Loan Agreement.

 

2.                                       **Warranties and Representations**. Toinduce the Lender to enter into this Seventh Modification, the Borrowerwarrants and 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 Seventh Modification, to performits obligations hereunder, to execute all documents being executed anddelivered in connection herewith, and to incur the obligations provided forherein, 

 

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all of whichhave been duly authorized and approved in accordance with the Borrower’sorganizational documents; and

 

e.                                       ThisSeventh Modification, together with all documents executed in connectionherewith or pursuant hereto, constitute the valid and legally bindingobligations of the Borrower in accordance with their respective terms; and

 

f.                                         TheBorrower’s obligations under the Loan Documents (as defined in the LoanAgreement, as modified hereby), including without limitation, Borrower’sobligations under the Revolving Note as modified by the Revolving NoteModification and Borrower’s obligations under the Consolidated Note, are validand enforceable obligations, and the execution and delivery of this SeventhModification and any other documents executed in connection herewith shall notbe construed as a novation of the Loan Agreement or the other Loan Documents.

 

3.                                       **Definition of Funds Flow Coverage Ratio**.  The definition of “Funds Flow CoverageRatio” set forth in Section 1.1. of the Loan Agreement is deleted in itsentirety and restated as follows:

 

““Funds FlowCoverage Ratio” means (a) the Borrower’s net profit, plus depreciation, plusamortization, plus cash proceeds from the sale of treasury stock, minusdividends, withdrawals and non-cash income, minus capital expenditures; dividedby (b) the sum of the current maturities of long term debt plus capital leaseobligations.”

 

4.                                       **Definition of Interest Coverage Ratio**.  The definition of “Interest Coverage Ratio”set forth in Section 1.1. of the Loan Agreement is hereby deleted in itsentirety.

 

5.                                       **Definition of Loan Documents**.  The definition of “Loan Documents” set forthin Section 1.1. of the Loan Agreement is deleted in its entirety and restatedas follows:

 

““LoanDocuments” means this Agreement, the Revolving Note, the Term Note #1, the TermNote #2, 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 Term Loans, as such documents or instruments may be amended,modified or extended from time to time.”

 

6.                                       **Definition of Maximum Revolving Commitment Amount**.The definition of “Maximum Revolving Commitment Amount” set forth in Section1.1. of the Loan Agreement is deleted in its entirety and restated as follows:

 

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““MaximumRevolving Commitment Amount” means Five Million and 00/100 Dollars($5,000,000.00), or such lessor amount that Borrower may request as hereinafterprovided.”

 

7.                                       **Definition of Revolving Loan**.  The definition of “Revolving Loan”set forth in Section 1.1. of the Loan Agreement is deleted in its entirety andrestated as follows:

 

““RevolvingLoan” means the Revolving Loan facility made available by Lender toBorrower pursuant to this Agreement in the maximum principal amount of FiveMillion and 00/100 Dollars ($5,000,000.00), evidenced by the Revolving Note.”

 

8.                                       **Definition of Revolving Note**.  The definition of “Revolving Note”set forth in Section 1.1. of the Loan Agreement is deleted in its entirety andrestated as follows:

 

““RevolvingNote” means the Amended and Restated Revolving Note executed by Borrower,dated as of May 30, 2001, as modified and amended from time to time, inthe maximum principal amount of Five Million and 00/100 Dollars($5,000,000.00), payable to the order of the Lender, and evidencing Borrower’sobligation to repay the Revolving Loan.”

 

9.                                       **Definition of Term Loan #2**.  The definition of “Term Loan #2” setforth in Section 1.1. of the Loan Agreement is deleted in its entirety andrestated as follows:

 

““Term Loan#2” means the Term loan facility made available by Lender to Borrower, inthe original principal amount of One Million Six Hundred Thousand and 00/100Dollars ($1,600,000.00), evidenced by Term Note #2.”

 

10.                                 **Definition of Term Note #2**.  The definition of “Term Note #2” setforth in Section 1.1. of the Loan Agreement is deleted in its entirety andrestated as follows:

 

““Term Note#2” means the Consolidated, Amended and Restated Term Note executed byBorrower, in the amount of One Million Six Hundred Thousand and 00/100 Dollars($1,600,000.00), payable to the order of the Lender, and evidencing theobligation of Borrower to repay Term Loan #2.”

 

11.                                 **Definitions of Term Loan #3, Term Note #3, Term Loan#4 and Term Note #4**.  Thedefinitions of “Term Loan #3”, “Term Note #3”, “Term Loan #4”and “Term Note #4” set forth in Section 1.1. of the Loan Agreement aredeleted in their entirety.

 

12.                                 **Definition of Term Loans**.  The definition of “Term Loans” setforth in Section 1.1. of the Loan Agreement is deleted in its entirety andrestated as follows:

 

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““TermLoans” means Term Loan #1 and Term Loan #2, jointly and severally.”

 

13.                                 **Definition of Term Notes**.  The definition of “Term Notes” setforth in Section 1.1. of the Loan Agreement is deleted in its entirety andrestated as follows:

 

““TermNotes” means Term Note #1 and Term Note #2, jointly and severally.”

 

14.                                 **Tangible Net Worth Covenant**.  Section 6.14 a. of the Loan Agreemententitled “Tangible Net Worth” is hereby deleted in its entirety andrestated as follows:

 

“a.   Tangible Net Worth.  A minimum Tangible Net Worth of EightMillion Five Hundred Thousand and 00/100 Dollars ($8,500,000.00) at all timesfrom the date of this Agreement.” 

 

15.                                 **Net Loss Covenant**.  The following new section is hereby added assubsection e. to Section 6.14 of the Loan Agreement:

 

“e.    Net Loss Covenant.  A maximum after tax net loss for any fiscalquarter of Borrower of Two Hundred Thousand and 00/100 Dollars ($200,000.00),and a maximum after tax net loss for the Borrower’s fiscal year 2003 of ThreeHundred Fifty Thousand and 00/100 Dollars ($350,000.00). For purposes of thiscovenant, “Net Loss” shall have the meaning ascribed to such term under GAAP.”

 

16.                                 **Funds Flow Coverage Ratio**.  The revised Funds Flow Coverage Ratio underthe Loan Agreement resulting from the revisions to the definition of the term“Funds Flow Coverage Ratio” as set forth in this Seventh Modification shall beinitially measured on September 30, 2003.

 

17.                                 **Acquisitions**.  Section 7.4 of the Loan Agreement entitled “Acquisitions” ishereby deleted in its entirety and restated as follows:

 

“7.4   Acquisitions.  Purchase, lease or otherwise acquire theassets, business, goodwill or securities of any other Person, including,without limitation, shares of stock in corporations, partnership interests ingeneral or limited partnerships or membership interests in limited liabilitycompanies, or acquire any other business.”

 

18.                                 **Capital Expenditures**.  Section 7.13 of the Loan Agreement entitled “CapitalExpenditures” is hereby deleted in its entirety and restated as follows:

 

“7.13   Capital Expenditures.  Make capital expenditures in excess of OneHundred Twenty Five Thousand and 00/100 Dollars ($125,000.00) in any fiscalquarter of Borrower; provided however that Borrower may make capitalexpenditures not to exceed a total of Two Hundred Seventy Five Thousand and00/100 Dollars ($275,000.00) for any fiscal quarter of Borrower,

 

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providedBorrower has received, prior to making a capital expenditure in excess of$125,000.00 for any fiscal quarter (the “Additional Capital Expenditure”),payments during the fiscal quarter in which such Additional Capital Expenditureis to be incurred, from the exercise of stock options by existing shareholdersof Borrower, in an aggregate amount equal to or greater than the amount of suchAdditional Capital Expenditure.”

 

19.                                 **Fees and Costs**.  The Borrower promises to pay, on demand, allcosts incurred by the Lender for the preparation of this Seventh Modification,any additional documents and any other expenses incurred by Lender in relationto this Seventh Modification (including without limitation, a loan fee of FiveThousand and 00/100 Dollars ($5,000.00) and all attorneys fees).

 

20.                                 **Advance of Funds for Fees, Costs and Expenses**.  The Borrower authorizes the Lender toadvance funds to itself or to third parties to pay the fees, costs and expenseslisted in this Seventh Modification, which advances shall be deemed to beAdvances to the Borrower under the Loan Agreement.

 

21.                                 **ARBITRATION**: PROVISIONS IN THE LOANAGREEMENT REGARDING ARBITRATION ARE INCORPORATED HEREIN BY REFERENCE AS IFFULLY SET FORTH HEREIN.

 

22.                                 **No Offsets or Defenses**.  Except as modified by this SeventhModification, the Loan Agreement remains in full force and effect andunmodified. Borrower warrants and represents that it has no offsets or defensesto its obligations under the Loan Agreement, as so modified, and the other LoanDocuments.

 

23.                                 **Release and Waiver**.  In consideration of Lender’s agreement tothis Seventh Modification, the Borrower hereby releases and waives any and allclaims of any kind that it may have against the Lender as of the date of thisSeventh Modification arising out of or relating to the Loan Agreement, asamended by this Seventh Modification.

 

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IN WITNESSWHEREOF, the parties have executed this Seventh Modification as of the date andyear first written above.

 
|   | ON-SITE  SOURCING, INC., a Delaware corporation |
|--------|-------------------------------------------------|
|   |                                            |
|   |                                            |
|   | By:                                             |   | (SEAL) |
|   | Name:                                           |   |   |
|   | Title:                                          |   |   |
|   |                                            |
|   | WACHOVIA  BANK, NATIONAL ASSOCIATION            |
|   |                                            |
|   | By:                                             |   | (SEAL) |
|   | Name:                                           |   |   |
|   | Title:                                          |   |   |
|        |                                                 |  |  |  |  |

 

 

STATE OF VIRGINIA

COUNTY OF                         :to wit:

 

I, theundersigned Notary Public in and for the State and County aforesaid, do herebycertify that                                as                                     of On-Site Sourcing, Inc., whose name is signed to the foregoing SeventhModification of Amended and Restated Revolving Line of Credit Loan Agreement,Term Loans Agreement and Security Agreement, personally appeared before me within the aforesaidjurisdiction and acknowledged the same.

 

GIVEN under myhand and seal this        day of                             ,2003.

 

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

 

My Commission expires:

 

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STATE OF VIRGINIA

COUNTY OF                         :to wit:

 

I, theundersigned Notary Public in and for the State and County aforesaid, do herebycertify that as of Wachovia Bank, National Association, whose name is signed tothe foregoing Seventh Modification of Amended and Restated Revolving Line ofCredit Loan Agreement, Term Loans Agreement and Security Agreement, personallyappeared before me within the aforesaid jurisdiction and acknowledged the same.

 

GIVEN under myhand and seal this         day of                             ,2003.

 

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

 

My Commission expires:

 

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**CONSENTOF NORTH HENRY STREET REALTY COMPANY, LLC TO SEVENTH**

**MODIFICATIONTO AMENDED AND RESTATED REVOLVING LINE OF**

**CREDITLOAN AGREEMENT, TERM LOANS AGREEMENT AND SECURITY**

**AGREEMENTAND 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 certainCommercial Note executed and made payable by On-Site Sourcing, Inc., a Delawarecorporation, and North Henry to Wachovia in the original principal amount ofFive Million Eight Hundred Thousand and 00/100 Dollars ($5,800,000.00), doeshereby acknowledge, consent and agree to the annexed Seventh Modification toAmended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement (the “Seventh Modification”), and alldocuments executed in connection with the Seventh Modification, and North Henryrepresents, warrants and agrees that North Henry has no offsets or defenses tothe Deed of Trust, the Seventh Modification and the Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement as modified thereby and as previously modified, or any other documentor agreement to which North Henry is bound or which was executed for thebenefit 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:                                               |   | [SEAL] |
|   | Name:                                             |   |   |
|   | Title:                                            |   |   |
|        |                                                   |  |  |  |  |

 

 

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| State of Virginia | )         |
|-------------------|-----------|
| County of         | ) To Wit: |

 

Acknowledgedbefore 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 companythis       day of                                   ,2003.

 

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

 

My commission expires: 

 

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