THIRD MODIFICATION AGREEMENT
Exhibit 10.118
THIRD MODIFICATION AGREEMENT
THIS THIRD MODIFICATION AGREEMENT (this “Agreement”), effective as of the 30th day
of November 2005, 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, INC., 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 Second Modification
Agreement dated as of May 12, 2004, 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 modify 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, 2007. The
definition of “Date of Maturity” in the Note and the Loan Agreement is hereby changed to “November
30, 2007”.
2. The Loan Agreement is hereby further modified by replacing
“$6,500,000.00”
with “$8,500,000.00” in Section VI(A)(4).
3. The other “Loan Documents”, as defined in the Note, are
hereby modified to the
extent necessary to carry out the purposes of this Agreement.
4. 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.
5. 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.
5A. The interest rate on the Note is hereby reduced to the “Prime Rate” (as
defined in
the Note).
55
6. 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.
7. 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/ Xxxxxx X. Xxxxxx | |||||
| Xxxxxx X. Xxxxxx | ||||||
| Executive Vice President | ||||||
| VERSAR, INC. | [SEAL] | |||||
| By: | /S/ Xxxxxxxx X. Xxxxxxx | |||||
| Name: Xxxxxxxx X. Xxxxxxx | ||||||
| Title: Exec. V.P., COO & CFO | ||||||
| GEOMET TECHNOLOGIES, LLC | [SEAL] | |||||
| By: | /S/ Xxxxxxxx X. Xxxxxxx | |||||
| Name: Xxxxxxxx X. Xxxxxxx | ||||||
| Title: V.P. and Treasurer | ||||||
| VERSAR GLOBAL SOLUTIONS, INC. | [SEAL] | |||||
| By: | /S/ Xxxxxxxx X. Xxxxxxx | |||||
| Name: Xxxxxxxx X. Xxxxxxx | ||||||
| Title: V.P. and Treasurer | ||||||
| VEC, INC. | [SEAL] | |||||
| By: | /S/ Xxxxxxxx X. Xxxxxxx | |||||
| Name: Xxxxxxxx X. Xxxxxxx | ||||||
| Title: V.P. and Treasurer | ||||||
56
