Exhibit 10.1





Exhibit 10.1




ELEVENTH
MODIFICATION AGREEMENT

(Extension)




THIS ELEVENTH MODIFICATION
AGREEMENT (this “Agreement”), effective as of the 25th day of
October 2011, is by and between UNITED BANK, a Virginia banking
corporation (the “Bank”); and
VERSAR, INC. a Delaware corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability
company, VERSAR GLOBAL SOLUTIONS, INC., a Virginia corporation, VEC CORP., a Pennsylvania
corporation and successor to Versar Environmental Company, Inc., VERSAR INTERNATIONAL, INC., a
Delaware corporation, formerly known as VIAP, Inc., and ADVENT ENVIRONMENTAL, INC., a Kentucky
corporation (individually and collectively, the “Borrower”).



WITNESSETH THAT:





WHEREAS, the Bank is the owner and holder of that certain Revolving Commercial Note dated
September 26, 2003, in the original principal amount of Five Million and No/100 Dollars
($5,000,000.00), made by the Borrower payable to the order of the Bank and bearing interest and
being payable in accordance with the terms and conditions therein set forth (as modified by the
modification agreements described in the next following Recital, the
“Note”); and



WHEREAS, the Note is issued pursuant to the terms of a certain Loan and Security Agreement
dated September 26, 2003, between the Borrower and the Bank (as
modified in accordance with that
certain First Modification Agreement dated as of May 12, 2004, that certain Third Modification
Agreement dated as of November 30, 2005 (a second modification having been drafted but never
executed and delivered), that certain Fourth Modification Agreement
dated as of September 28, 2006,
as increased to Seven Million Five Hundred Thousand and
No/100 Dollars ($7,500,000.00) pursuant to

that certain Fifth Modification Agreement dated as of September 24, 2007, that certain Sixth
Modification Agreement dated September 30, 2009, that  certain Seventh Modification Agreement dated
January 5, 2010, as increased to Ten Million and No/100 Dollars
($10,000,000.00) pursuant to that
certain Eighth Modification Agreement dated March 17, 2010, that certain Ninth Modification
Agreement dated as of September 30, 2010, and that certain Tenth Modification Agreement dated as
of September 25, 2011, and as otherwise amended, extended, increased, replaced and supplemented
from time to time, the “Loan Agreement”);



WHEREAS, the Borrower has requested that the Bank extend the maturity date of the Note, and
the Bank has consented to such request subject to the execution of this Agreement and the
satisfaction of the conditions specified herein.



NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



1. Definitions. All capitalized terms used in this Agreement will have the
respective meanings assigned thereto in the Loan Agreement unless otherwise defined in this
Agreement.


 


 









 






2. Amendments
to Note and Loan Agreement. From and after the
effective date of this Agreement, the  Loan Agreement and Loan Documents are hereby amended as
follows:




(a) Extension of Maturity Date of Note. The maturity date of the Note is hereby
extended to September 25, 2012. The definition of “Date of
Maturity” in the Note and
the Loan Agreement is hereby changed to “September 25,
2012”.



(b) Change
to Interest Rate. From and after the effective date hereof interest on the
unpaid principal balance of the Note shall accrue at a rate per annum equal at all times to the
Prime Rate (as defined in the Note) minus one-half of one percent (0.50%); provided, however, at
no time shall the interest rate on the Note be less than three and one-half percent (3.5%) per
annum.



(c) Increase in
 the Amount of the Note. The maximum principal amount of the Note is
hereby increased from Ten Million and no/100 Dollars ($10,000,000.00) to Fifteen Million and no/100
Dollars ($15,000,000.00). The definition of “Principal Sum” in the
Note is hereby changed to
“Fifteen Million and no/100 Dollars ($15,000,000.00)”.



(d) Addition
 of Unused Fee. Section II(E) is hereby replaced in its
entirety with the
following:




(E)
Fees. During the Commitment Period, the Borrower shall pay
the following fees to the Bank:




(1) An
administration fee of $1,000.00 per month, commencing on the same day of
the month following the Effective Date, and continuing on the same day of each
consecutive month thereafter, and on the Date of Maturity.




(2) A
 commitment fee at the rate of 0.17% per annum on the unused portion
of the
Commitment, Such commitment fee shall accrue from and including
October 25, 2011, to
but excluding the Date of Maturity and shall be payable quarterly, in arrears, on the
25th of each  January, April, July and October, commencing January 25, 2012, and on
the Date of Maturity.




(e) Changes to Financial Covenants.



(i) Section VI(A)(3) of the Loan Agreement is hereby amended by replacing “2.5 to
1.0” with “2.0 to 1.0”.



(ii) Section VI(A)(4)
 of the Loan Agreement is hereby amended by replacing
“$17,500,000.00” with “$18,500,000.00”.



3. Representations
 and Warranties of the Borrower. The Borrower represents
and warrants to the Bank that:




(a) It has the power and authority to enter into and to perform this
Agreement, to execute and deliver all documents relating to this Agreement, and to incur
the  obligations provided for in this Agreement, all of which have been duly authorized and approved in
accordance with the Borrower’s organizational documents


 


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(b) This Agreement, together with all documents executed pursuant hereto, shall
constitute when executed the valid and legally binding obligations of the Borrower and all
guarantors, if any, as the case may be, in accordance with their respective terms;






(c)

Except with respect to
events or circumstances occurring subsequent to the  date
thereof and known to the Bank, all representations and warranties made in the Loan Agreement
are true and correct as of the date hereof, with the same force and effect as if all
representations and warranties were fully set forth herein;




(d)

The Borrower’s obligations under the Loan Documents remain valid and enforceable
obligations;





(e) As of the date hereof, the Borrower has no offsets or defenses against the payment
of any of the Obligations and no claims against the Bank; and





(f)

As of the date hereof, no
Default exists.



4. Waiver
of Claims. As a specific inducement to the Bank without which the Borrower
acknowledges the Bank would not enter into this Agreement and the other documents executed in
connection herewith, the Borrower hereby waives any and all claims that it may have against the
Bank, as of the date hereof, arising out of or relating to the Loan Agreement or any Loan Document
whether sounding in contract, tort or any other basis.



5. Loan
 Documents. The other “Loan Documents”, as defined in the Note, are hereby
modified to the extent necessary to carry out the purposes of this
Agreement.



6. Outstanding
 Balance. The Borrower hereby acknowledges and agrees that, as of the
effective date hereof, the unpaid principal balance of the Note is
Zero Dollars ($0.00) and that
there are no set-offs or defenses against the Note, the Loan Agreement, or the other Loan
Documents.



7. No
Impairment. This Agreement shall become a part of the Loan Agreement by reference
and nothing herein contained shall impair the security now held for the Obligations, nor waive,
annul, vary or affect any provision, condition, covenant or agreement contained in the Loan
Agreement except as herein amended, nor affect or impair any rights, powers or remedies under the
Loan Agreement as hereby amended. Furthermore, the Bank does hereby reserve all rights and
remedies it may have as against all parties who may be or may hereafter become primarily or
secondarily liable for the repayment of the Obligations.



8. No
Novation. The parties to this  Agreement do not intend that this Agreement be
construed as a novation of the Note, the Loan Agreement, or any of the other Loan Documents.


 


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9. Ratification. Except as hereby expressly modified, the Note and Loan Agreement
shall otherwise be unchanged, shall remain in full force and effect, and are hereby expressly
approved, ratified and confirmed. A legend shall be placed on the  face of the Note indicating that its
terms have been modified hereby, and the original of this Agreement shall be affixed to the
original of the Note.



10.
 Applicable Law; Binding Effect. This Agreement shall be governed in all respects
by the  laws of the Commonwealth of Virginia and shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns.



11. Counterparts;
 Telecopied Signatures. This Agreement may be executed in any number
of counterparts and by different parties to this Agreement on separate counterparts, each of which,
when so executed, shall be deemed an original but all such counterparts shall constitute one and
the same instrument.  Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature to this Agreement.



[Signatures
Appear on the Following Pages]



 


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WITNESS
the following signatures and seals.



	 	 	 	 	 
	 	UNITED BANK 

 	   [SEAL] 
	 	By:  	E. Allen Schirmer
 	 
	 	 	E. Allen Schirmer 	 
	 	 	Senior Vice President 	 
	 
	 	VERSAR, INC.

 	     [SEAL] 
	 	By:  	Cynthia A. Downes
 	 
	 	 	Name:  	Cynthia A. Downes 	 
	 	 	Title:  	EVP,   Chief Financial Officer 	 
	 
	 	GEOMET TECHNOLOGIES, LLC 

 	   [SEAL] 
	 	By:  	Cynthia A. Downes
 	 
	 	 	Name:  	Cynthia A. Downes 	 
	 	 	Title:  	EVP,   Chief Financial Officer 	 
	 
	 	VERSAR GLOBAL SOLUTIONS, INC. 

 	   [SEAL] 
	 	By:  	Cynthia A. Downes
 	 
	 	 	Name:  	Cynthia A. Downes 	 
	 	 	Title:     EVP,   Chief Financial Officer 	 
	 
	 	VEC CORP. 

 	   [SEAL] 
	 	By:  	Cynthia A.  Downes
 	 
	 	 	Name:  	Cynthia A.  Downes 	 
	 	 	Title:  	EVP,   Chief Financial Officer 	 
	 
	 	VERSAR INTERNATIONAL, INC. 

 	   [SEAL] 
	 	By:  	Cynthia A. Downes
 	 
	 	 	Name:  	Cynthia A. Downes 	 
	 	 	  	EVP, Chief Financial Officer 	 


 












 






	 	 	 	 	 
	 	 	  	Title: 

 	  

	 	ADVENT ENVIRONMENTAL, INC. 

 	  [SEAL] 
	 	By:  	Cynthia
A. Downes
 	 
	 	 	Name:  	Cynthia A. Downes 	 
	 	 	Title:  	EVP, Chief Financial Officer 	 


 


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