**Exhibit 10.29**

 

**IMPORTANT NOTICE**

 

**THISINSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES AWAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TOOBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.**

 

**CONSOLIDATED, AMENDED AND RESTATED TERM NOTE**

 
| $1,600,000.00 |   | Arlington, Virginia                       |
|---------------|--------|-------------------------------------------|
|          |   | July      , 2003 |

 

FOR VALUERECEIVED,**ON-SITE SOURCING, INC.,**acorporation organized and existing under the laws of the State of Delaware,having its chief executive office at 832 North Henry Street, Alexandria,Virginia 22314, promises to pay to the order of**WACHOVIA BANK, NATIONAL ASSOCIATION**, a national bankingassociation and successor in interest to First Union National Bank, having anaddress of 1970 Chain Bridge Road, McLean, Virginia 22102 (the “Lender”),without offset and in immediately available funds, the principal sum of OneMillion Six Hundred Thousand and 00/100 Dollars ($1,600,000.00) (the “PrincipalSum”), or so much thereof as has been or may be advanced to or for the accountof the Borrower pursuant to the terms and conditions of the Loan Agreement (ashereinafter defined), together with interest thereon at the rate or rateshereinafter provided, in accordance with the following terms:

 

1.                                       **Interest**.  The annual rate of interest (the “Rate”) on the principal amountowing under this Consolidated, Amended and Restated Term Note (the “Note”)shall be a fluctuating annual rate equal to the LIBOR Market Index Rate(hereinafter defined) in effect from time to time plus Two and Thirty-five OneHundredths percentage points (2.35%).  The LIBOR Market Index Rate, for any day, is the rate for 1 month U.S.dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time,on such day, or if such day is not a London business day, then the immediatelypreceding London business day (or if not  so  reported,  then  as determined by Lender from anotherrecognized source or interbank quotation). Absent manifest error, the Lender’s determination of the LIBOR Market IndexRate for any day shall be conclusive.

 

The rate ofinterest that shall accrue under this Note shall change immediately upon anychange in 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.  The “Prime Rate” shall be the rate announcedfrom time to time by Wachovia  Bank,National Association in its sole discretion as Wachovia  Bank, National Association’s prime rate as areference for fixing the lending rate for commercial loans.  The Prime Rate is a

 

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reference rateonly and does not necessarily represent the lowest rate of interest charged forcommercial borrowings.

 

Interest willaccrue daily on an actual/360 day basis (that is, a per-diem interest rate willbe determined on the basis of a 360-day year; accrued interest shall bedetermined by multiplying the per-diem rate by the actual number of daysprincipal is outstanding).

 

Each paymentmade on this Note shall be applied to accrued interest before it is applied toprincipal.  Interest shall accrue fromthe date of this Note on the unpaid balance and shall continue to accrue aftermaturity, whether by acceleration or otherwise, until this Note is paid in full.

 

2.                                       **Payments and Maturity**.  Interest accruing on the outstandingprincipal balance owing under this Note shall be payable on the first day ofeach month, commencing on the first day of the first month following the dateof this Note.  In addition, this Note ispayable in equal monthly installments of principal in the amount of Sixty SixThousand Six Hundred Sixty Seven and 00/100 Dollars ($66,667.00), commencing onthe first day of the first month following the date of this Note, and being dueon the first day of each month thereafter, through and including the paymentdue on July 31, 2005; provided however, that on July 31, 2005 (the “MaturityDate”) this Note shall mature, and the entire amount of principal thenremaining unpaid, together with all accrued interest thereon, and all otheramounts owing under this Note shall become due and payable in full.

 

3.                                       **Automatic Debit of Checking Account for Payments inRespect of Reimbursement Obligations**.  Borrower authorizes Lender to debit its demand deposit accountnumber 2000003778052 and any other account with Lender designated in writing byBorrower, beginning as of the date of this Note, for any payments due hereunderor under any other Loan Documents. Borrower further certifies that Borrower holds legitimate ownership ofthis account and preauthorizes this periodic debit as part of its right undersaid ownership.

 

4.                                       **Default Interest**.  Upon the occurrence of an Event of Default(as hereinafter defined), the unpaid principal balance shall bear interest thereafter,until the Event of Default is cured, at a rate of two percent (2.0%) per annumin excess of the rate or rates of interest that would otherwise be in effectunder this Note.

 

5.                                       **Late Charges**.  If the Borrower fails to make any payment under the terms of thisNote within ten (10) days after the date such payment is due, the Borrowershall pay to the Lender on demand a late charge equal to five percent (5.0%) ofsuch payment.

 

6.                                       **Application and Place of Payments**.  Except as otherwise provided in the LoanAgreement (hereinafter defined), all payments, made on account of this Noteshall be applied first to the payment of accrued and unpaid interest then duehereunder, second to

 

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the unpaidprincipal balance and the remainder, if any, shall be applied to any otheramounts which remain owing hereunder. All payments on account of this Note shall be paid in lawful money ofthe United States of America in immediately available funds during regularbusiness hours of the Lender at its office at 1970 Chain Bridge Road, McLean,Virginia 22102, or at such other times and places as the Lender may at any timeand from time to time designate in writing to the Borrower.

 

7.                                       **Loan Agreement**.  This Note is “Term Note #2” described in anAmended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement, dated as of May 30, 2001, by and between theBorrower and the Lender, as modified by that certain First Modification ofAmended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement, dated as of July 2, 2001, and as furthermodified by that certain Second Modification of Amended and Restated RevolvingLine of Credit Loan Agreement, Term Loans Agreement and Security Agreementdated as of May 23, 2002, and as further modified by 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, andas further modified by that certain Fourth Modification of Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement dated as of February 3, 2003, and as further modified by that certainFifth Modification of Amended and Restated Revolving Line of Credit LoanAgreement, Term Loans Agreement and Security Agreement dated as of March 24,2003, and as further modified by that certain Sixth  Modification of Amended and Restated Revolving Line of CreditLoan Agreement, Term Loans Agreement and Security Agreement dated as of May 6,2003, and as further modified by that certain Seventh Modification of Amendedand Restated Revolving Line of Credit Loan Agreement, Term Loans Agreement andSecurity Agreement of even date herewith (as so amended, the “Loan Agreement”). The indebtedness evidenced by this Note is included within the meaningof the term “Debt” as defined in the Loan Agreement.  The term “Loan Documents” as used in this Note shall have themeaning ascribed to that term in the Loan Agreement.  Capitalized terms used in this Note but not defined herein havethe meanings ascribed to them in the Loan Agreement.

 

8.                                       **Security**.  This Note is secured by the Collateral described in the LoanAgreement.

 

9.                                       **Events of Default**.  The occurrence of any one or more of thefollowing events shall constitute an event of default (individually, an “Eventof Default” and collectively, the “Events of Default”) under the terms of thisNote:

 

(a)                                  Thefailure of the Borrower to pay to the Lender when due any amounts payable underthis Note or to fully and timely perform any obligations under this Note; or

 

(b)                                 Theoccurrence of an event of default under the terms and conditions of any of theother Loan Documents.

 

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10.                                 **Remedies**.  Upon the occurrence of an Event of Default, at the option of theLender, all principal, accrued interest and other amounts payable by theBorrower to the Lender under the terms of this Note shall become immediatelydue and payable, and the Lender shall have all of the rights, powers, andremedies available under the terms of this Note, any of the other LoanDocuments and all applicable laws.  TheBorrower hereby waives presentment, protest and demand, notice of protest,notice of demand and of dishonor and non-payment of this Note, and expresslyagrees that this Note or any payment hereunder may be extended from time totime without in any way affecting the liability of the Borrower.

 

11.                                 **Expenses**.  The Borrower promises to pay to the Lender on demand by theLender all costs and expenses incurred by the Lender in connection with thecollection, defense and enforcement of this Note, including, withoutlimitation, all attorneys’ fees and expenses, all court costs and allarbitration fees and costs.

 

12.                                 **Notices**.  Any notice, request, or demand to or upon the Borrower or theLender shall be deemed to have been properly given or made when delivered inaccordance with the Loan Agreement.

 

13.                                 **Miscellaneous**.  Each right, power, and remedy of the Lenderas provided for in this Note or any of the other Loan Documents, or now orhereafter existing under any applicable law or otherwise shall be cumulativeand concurrent and shall be in addition to every other right, power, or remedyprovided for in this Note or any of the other Loan Documents or now orhereafter existing under any applicable law, and the exercise or beginning ofthe exercise by the Lender of any one or more of such rights, powers, orremedies shall not preclude the simultaneous or later exercise by the Lender ofany or all such other rights, powers, or remedies.  No failure or delay by the Lender to insist upon the strictperformance of any term, condition, covenant, or agreement of this Note or any ofthe other Loan Documents, or to exercise any right, power, or remedy consequentupon a breach thereof, shall constitute a waiver of any such term, condition,covenant, or agreement or of any such breach, or preclude the Lender fromexercising any such right, power, or remedy at a later time or times.  By accepting payment after the due date ofany amount payable under the terms of this Note, the Lender shall not be deemedto waive the right either to require prompt payment when due of all otheramounts payable under the terms of this Note or to declare an Event of Defaultfor the failure to effect such prompt payment of any such other amount.  No course of dealing or conduct shall beeffective to amend, modify, waive, release, or change any provisions of thisNote.

 

14.                                 **Partial Invalidity**.  If any term or provision of this Note or theapplication thereof to any person or circumstance shall be invalid orunenforceable to any extent, the remainder of this Note and the application ofsuch term or provision to persons or circumstances other than those as to whichit is held invalid or unenforceable, shall not be affected thereby, and eachterm and provision of this Note shall be valid and be enforceable to thefullest extent permitted by law.

 

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15.                                 **Captions**.  The captions herein set forth are for convenience only and shallnot be deemed to define, limit, or describe the scope or intent of this Note.

 

16.                                 **Governing Law**.  The provisions of this Note shall be construed,interpreted and enforced in accordance with the laws of the Commonwealth ofVirginia (excluding Virginia’s choice of law rules).

 

17.                                 **Consent to Jurisdiction**.  Provisions of the Loan Agreement concerningthe Borrower’s consent to the jurisdiction of state and federal courts sittingin the Commonwealth of Virginia are incorporated into this Note by referenceand shall have the same force and effect as if fully set forth in this Note.

 

18.                                 **Waiver of Trial by Jury**.  Provisions of the Loan Agreement concerningthe Borrower’s and Lender’s mutual waiver of trial by jury in disputes betweenthe Borrower and the Lender are incorporated into this Note by reference andshall have the same force and effect as if fully set forth in this Note.

 

19.                                 **ARBITRATION**.  PROVISIONS OF THE LOAN AGREEMENT SPECIFYING THAT CERTAIN DISPUTESBETWEEN THE BORROWER AND THE LENDER SHALL BE RESOLVED BY BINDING ARBITRATIONARE INCORPORATED INTO THIS NOTE BY REFERENCE AND SHALL HAVE THE SAME FORCE ANDEFFECT AS IF FULLY SET FORTH IN THIS NOTE.

 

20.                                 **Prior Notes**.  This Note consolidates, amends and restates (a) a certain TermNote, dated as of July 2, 2001, in the original principal amount of One MillionSeven Hundred Eighty Thousand Three Hundred and 00/100  Dollars ($1,780,300.00) and made payable byBorrower to the order of Lender (the “First Note”) and (b) a certain Term Note,dated as of September 25, 2002, in the original principal amount of One MillionTwo Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) and made payable by Borrower to the order ofLender (the “Second Note”)(the First Note and Second Note being hereafterreferred to collectively as the “Original Promissory Notes”).  This Note is not a novation of the OriginalPromissory Notes.  In addition to anyother amounts owing by Borrower to Lender in conjunction with theconsolidation, amendment and restatement of the Original Promissory Notes bythis Note, Borrower shall deliver to Lender contemporaneous with the executionof this Note all interest owing under the Original Promissory Notes plus anamount sufficient to reduce the collective principal balances owing under theOriginal Promissory Notes to One Million Six Hundred Thousand and 00/100Dollars ($1,600,000.00).  From and afterthe date of this Note, all principal outstanding under this Note shall bearinterest at the rate or rates provided in this Note. Interest accruing prior tothe date hereof on principal advanced under the First Note and Second Noteshall be calculated as provided in the First Note and Second Note,respectively.  Lender has signed thisNote for the purpose of signifying Lender’s agreement to the terms hereof(including the modifications of the Original Promissory Notes), and not for thepurpose of becoming a co-maker of this Note or incurring any

 

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liabilityunder this Note.  To induce Lender toconsent to this Note, and the modifications herein contained, the Borrower: (i)warrants and represents that it has no offsets or defenses to its obligationsunder the First Note and Second Note, as consolidated, modified and restated bythis Note; and (ii) hereby releases and waives any and all claims and actionsof any kind that it may have against the Lender as of the date of this Notearising out of or relating to the Loan Agreement, the Original Promissory Notesor other Loan Documents.

 

21.                                 **JUDGMENT BY CONFESSION**  THE UNDERSIGNED HEREBY DULY CONSTITUTE ANDAPPOINT JOSEPH P. CORISH, JENNIFER A. BRUST, GREGORY BAUGHER AND ANY VICEPRESIDENT AND SENIOR VICE PRESIDENT OF THE LENDER AS THE TRUE AND LAWFULATTORNEY-IN-FACT, FOR THEM, IN ANY OR ALL OF THEIR NAMES, PLACE AND STEAD, ANDUPON THE OCCURRENCE OF AN EVENT OF DEFAULT TO CONFESS JUDGEMENT AGAINST THEM,OR ANY OF THEM, IN THE CIRCUIT COURT FOR THE COUNTY OF ARLINGTON, VIRGINIA,UPON THIS NOTE AND ALL AMOUNTS OWED HEREUNDER, INCLUDING ALL COSTS OFCOLLECTION, REASONABLE ATTORNEYS’ FEES AND COURT COSTS, HEREBY RATIFYING AND CONFIRMING THE ACTS OF SAIDATTORNEY-IN-FACT AS IF DONE BY THEMSELVES, EXPRESSLY WAIVING BENEFIT OF ANYHOMESTEAD OR OTHER EXEMPTION LAWS.

 

IN WITNESSWHEREOF, the Borrower has caused this instrument to be executed by its dulyauthorized officer or officers as of the date first written above.

 

(Signatures and Notary Acknowledgments on following pages)

 

BORROWER:

 

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|   | ON-SITE  SOURCING, INC., a Delaware corporation                                           |
|--------|-------------------------------------------------------------------------------------------|
|   |                                                                                      |
|   |                                                                                      |
|   | By:                                                                                       |   | (SEAL) |   |
|   | Name:                                                                                     |   |   |
|   | Title:                                                                                    |   |   |
|   |                                                                                      |
|   | LENDER:                                                                                   |
|   |                                                                                      |
|   | WACHOVIA  BANK, NATIONAL ASSOCIATION, successor-in-interest to First Union National  Bank |
|   |                                                                                      |
|   |                                                                                      |
|   | By:                                                                                       |   | (SEAL) |   |
|   | Name:                                                                                     |   |   |
|   | Title:                                                                                    |   |   |
|        |                                                                                           |  |  |  |  |  |  |  |

 

**COMMONWEALTHOF VIRGINIACOUNTYOF                           :to wit:**

 

I, theundersigned Notary Public in and for the aforesaid jurisdiction, do herebycertify that                                                 as                                             ofOn-Site Sourcing, Inc., whose name is signed to the foregoing Consolidated,Amended and Restated Term Note, personally appeared before me within theaforesaid jurisdiction and acknowledged the same.

 

**GIVEN**under my hand and sealthis         day of                              ,2003.

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

 

**COMMONWEALTHOF VIRGINIA**

 

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**COUNTYOF                           :to wit:**

 

I, theundersigned Notary Public in and for the aforesaid jurisdiction, do herebycertifythat                                              as                                              ofWachovia Bank, National Association, successor-in-interest to First UnionNational Bank, whose name is signed to the foregoing Consolidated, Amended andRestated Term Note, personally appeared before me within the aforesaidjurisdiction and acknowledged the same.

 

**GIVEN**under my hand and sealthis         day of                               ,2003.

 

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

 

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