exv10w123



 





Exhibit 10.123




FIFTH MODIFICATION AGREEMENT

(Increase and Extension)




          THIS FIFTH MODIFICATION AGREEMENT (this “Agreement”), effective as of the 24th day
of September 2007, 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, and VEC CORP., a Pennsylvania
corporation and successor to Versar Environmental Company, Inc. (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 amount of $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 (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 5, 2004, that certain Third Modification
Agreement dated as of November 30, 2005 (a second modification having been drafted but never
executed and delivered), and a certain Fourth Modification Agreement dated as of September 28,
2006, and as otherwise amended, extended, increased, replaced and supplemented from time to time,
the “Loan Agreement”); and




          WHEREAS, as of the effective date hereof, the principal balance of the Note is $0.00 and the
parties hereto desire to extend the maturity date of the Note, increase the amount thereof, and
modify the terms thereof and of the Loan Agreement.




          NOW, THEREFORE, for Ten 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. The maturity date of the Note is hereby extended to November 30, 2009. The definition of
“Date of Maturity” in the Note and the Loan Agreement is hereby changed to “November 30, 2009”.




          2. The amount of the Note is hereby increased to Seven Million Five Hundred Thousand and
no/100 Dollars ($7,500,000.00). The definition of “Principal Sum” in the Note and the Loan
Agreement is hereby changed to “Seven Million Five Hundred Thousand and no/100 Dollars
($7,500,000.00)”.




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          3. From and after the effective date hereof, interest on the unpaid 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%).




          4. The Loan Agreement is hereby further modified by replacing “$8,500,000.00” with
“$15,000,000.00” in Section VI(A)(4).




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




          7. 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.




          8. 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.




          9. 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.



WITNESS the following signatures and seals.




	 	 	 	 	 	 
	 	UNITED BANK
 	[SEAL] 
	 
	 	By:  	/S/ E. Allen Schirmer
 	 
	 	 	E. Allen Schirmer	 
	 	 	Vice President 	 
	 
	 	VERSAR, INC. 	[SEAL] 
	 
	 	By:  	/S/ Lawrence W. Sinnott
 	 
	 	 	Name:  	Lawrence W. Sinnott 	 
	 	 	Title:  	Exec. V.P., COO, CFO, and Treasurer 	 



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	 	GEOMET TECHNOLOGIES, LLC  	[SEAL] 
	 
	 	By:  	/S/ Lawrence W. Sinnott
 	 
	 	 	Name:  	Lawrence W. Sinnott	 
	 	 	Title:  	Vice President 	 
	 
	 	VERSAR GLOBAL SOLUTIONS, INC. 	[SEAL] 
	 
	 	By:  	/S/ Lawrence W. Sinnott
 	 
	 	 	Name:  	Lawrence W. Sinnott	 
	 	 	Title:  	Vice President 	 
	 
	 	VEC CORP.  	[SEAL] 
	 
	 	By:  	/S/ Lawrence W. Sinnott
 	 
	 	 	Name:  	Lawrence W. Sinnott 	 
	 	 	Title:  	Vice President 	 
	 




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