EXHIBIT 10.32
[WACHOVIA LOGO]
February 17, 2006
General Physics Corporation
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇
Re: Financing and Security Agreement dated as of August 13,
2003 (as amended, modified, substituted, extended, and renewed
from time to time, the "Financing Agreement") by and between
General Physics Corporation ("General Physics") and Wachovia
Bank, National Association (the "Lender")
Ladies and Gentlemen:
Reference is made to the Financing Agreement for the meaning of
capitalized terms not otherwise defined herein. This letter shall be deemed one
of the Financing Documents as defined in the Financing Agreement.
General Physics desires to provide cash to General Physics (UK)
Limited("UK") for the purpose of funding the obligations of UK pursuant to the
Share Purchase Agreement relating to ▇▇▇▇▇▇ Management Consultancy Limited, a
copy of which is attached hereto and made a part hereof (the "PMC Agreement").
The definition of "Permitted Uses" does not permit the use of proceeds of the
Revolving Loan for such a purpose.
Provided that the purchase price to be paid by UK pursuant to the PMC
Agreement does not exceed the sum set forth in the PMC Agreement (i.e., payment
of (pound)750,000 as of the date of closing and subsequent payment of
(pound)520,000, with an adjustment based on Net Asset Value (as defined in the
PMC Agreement, the "Purchase Price")), Lender hereby (a) consents to the use of
proceeds of the Revolving Loan to complete the purchase described in the PMC
Agreement and (b) consents to the transfer of funds by General Physics to UK by
dividend, loan or other means up to the maximum amount which is the equivalent
in dollars of the Purchase Price. This letter is limited to the PMC Agreement
only and shall not be deemed to waive any other non-compliance under the
Financing Agreement, whether or not the events, facts or circumstances giving
rise to such non-compliance existed on or prior to the date hereof.
This letter shall not constitute a waiver, amendment or modification of
any provision of the Financing Agreement or any of the other Financing Documents
except as expressly set forth herein.
The agreements of the Lender under this Agreement are subject to payment
by General Physics to Lender of a waiver fee in the amount of $5,000, time being
of the essence.
All other terms and conditions of the Financing Agreement remain
unchanged.
Wachovia Bank, National Association
By:________________________________
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Vice President
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