EXHIBIT 10.11 AMENDMENT NUMBER SEVEN TO REVOLVING CREDIT AGREEMENT This AMENDMENT NUMBER SEVEN TO REVOLVING CREDIT AGREEMENT (this "Amendment"), dated as of September 21, 2006, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California...Revolving Credit Agreement • December 14th, 2006 • National Technical Systems Inc /Ca/ • Services-testing laboratories
EXHIBIT 10.10Credit Agreement • April 30th, 2001 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of October 18, 2011 between NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (the “Company”), and _______________________ (“Indemnitee”).
ASSETPurchase Agreement • January 30th, 2004 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Delaware
RECITALSEmployment Agreement • May 3rd, 2005 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
amongRevolving Credit Agreement • December 13th, 2001 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
RECITALSCredit Agreement • September 13th, 2001 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
EXHIBIT 10.14 AMENDMENT NUMBER EIGHT TO REVOLVING CREDIT AGREEMENT This AMENDMENT NUMBER EIGHT TO REVOLVING CREDIT AGREEMENT (this "Amendment'), dated as of September 26, 2007, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California...Revolving Credit Agreement • December 13th, 2007 • National Technical Systems Inc /Ca/ • Services-testing laboratories
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 2nd, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
Page ARTICLE I THE MERGER 2 1.1 Merger and Surviving Corporation 2 1.2 Effective Time of the Merger 2 ARTICLE II THE SURVIVING AND PARENT CORPORATIONS 2 2.1 Articles of Incorporation 2 2.2 Bylaws 3 2.3 Directors 3 2.4 Officers 3 ARTICLE III CONVERSION OF SHARES IN THE MERGER 3 3.1 Conversion of Company Shares 3 3.2 Exchange of Certificates 7 3.3 No Fractional Shares 9 3.4 Closing of the Company's Transfer Books 9 3.5 Closing 9 3.6 Deliveries at the Closing 9 3.7 Holdback 11 3.8 Earn Out. 11 3.9 Withholding Taxes 13 ARTICLE IV THE DOUBLE MERGER 14 4.1 Double Merger and Surviving Business Entity 14 4.2 Effective Time of the Double Merger 14 4.3 Cancellation of Shares 14 ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 14 5.1 Organization and Good Standing 14 5.2 Capitalization. 15 5.3 Authority, Approvals, Enforceability and Consents. 15 5.4 Financial Statements. 16 5.5 Absence of Undisclosed Liabilities 18 5.6 Absence of Certain Changes 18 5.7 Taxes. 20 5.8 Legal Matters.
National Technical Systems, Inc. Shareholder Rights Plan Shareholder Rights Agreement, by and between National Technical Systems, Inc. and Computershare Trust Company, N.A., as Rights Agent September 21, 2010Shareholder Rights Agreement • September 22nd, 2010 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Delaware
This SHAREHOLDER RIGHTS AGREEMENT, made and entered into as of September 21, 2010 (as amended, restated or otherwise modified from time to time in accordance herewith, this “Agreement”), by and between National Technical Systems, Inc., a California corporation (together with its successors, the “Corporation”), and Computershare Trust Company, N.A., as Rights Agent (together with its permitted successors in such capacity, the “Rights Agent”).
AMENDMENT NUMBER NINE TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 13th, 2010 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This AMENDMENT NUMBER NINE TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of December 5, 2007, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (“Parent”), NTS TECHNICAL SYSTEMS, a California corporation, dba National Technical Systems (“NTS”), XXCAL, INC., a California corporation (“XXCAL”), APPROVED ENGINEERING TEST LABORATORIES, INC., a California corporation (“AETL”), ETCR, INC., a California corporation (“ETCR”), ACTON ENVIRONMENTAL TESTING CORPORATION, a Massachusetts corporation (“Acton”), PHASE SEVEN LABORATORIES, INC., a California corporation (“Phase Seven”), and UNITED STATES TEST LABORATORY, L.L.C., a Kansas limited liability company (“USTL”), and one or more Subsidiaries of Parent, whether now existing or hereafter acquired or formed, which become party to the Agreement (as defined below) by executing an Addendum in the form of Exhibit 1 of the Agreement (NTS, XXCAL, AETL, ETCR, Acton, Phase Seven, USTL and such other Subsidiarie
AMENDMENT NUMBER TEN TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 13th, 2010 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This AMENDMENT NUMBER TEN TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of June 6, 2008, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (“Parent”), NTS TECHNICAL SYSTEMS, a California corporation, dba National Technical Systems (“NTS”), XXCAL, INC., a California corporation (“XXCAL”), APPROVED ENGINEERING TEST LABORATORIES, INC., a California corporation (“AETL”), ETCR, INC., a California corporation (“ETCR”), ACTON ENVIRONMENTAL TESTING CORPORATION, a Massachusetts corporation (“Acton”), PHASE SEVEN LABORATORIES, INC., a California corporation (“Phase Seven”), UNITED STATES TEST LABORATORY, L.L.C., a Kansas limited liability company (“USTL”), ELLIOTT LABORATORIES, LLC, a California limited liability company (“ELA”) and one or more Subsidiaries of Parent, whether now existing or hereafter acquired or formed, which become party to the Agreement (as defined below) by executing an Addendum in the form of Exhibit 1 of the Agreement (NTS, XXCAL
ASSET PURCHASE AGREEMENT dated as of July 20, 2011 among NTS Technical Systems, Ingenium Testing, LLC, Lab Nine, LLC, Lab Eight, Inc. Cliff Smith, an individual, and Duane Wingate, an individualAsset Purchase Agreement • July 26th, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Illinois
This Asset Purchase Agreement dated as of July 20, 2011 (this "Agreement") is by and among NTS Technical Systems, a California corporation ("Buyer"), Ingenium Testing, LLC, an Illinois limited liability company ("Ingenium"), Lab Nine, LLC, an Illinois limited liability company ("Lab Nine"), Lab Eight, Inc., an Illinois corporation ("Lab Eight") and, together with Ingenium and Lab Nine, "Sellers," Cliff Smith, an individual ("Smith"), and Duane Wingate, an individual ("Wingate"). Ingenium, Lab Nine and Lab Eight are sometimes hereafter referred to as "Sellers". Smith and Wingate are hereinafter together referred to as the "Interest/Share Holders." Buyer, Sellers and the Interest/Share Holders are sometimes hereinafter collectively referred to as the "Parties." Capitalized terms used but not defined herein have the meanings assigned to them on Exhibit A.
Agreement and Plan of Merger By And Among Nest Parent, Inc., Nest MergerSub, Inc., And National Technical Systems, Inc. August 15, 2013Agreement and Plan of Merger • August 16th, 2013 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of August 15, 2013 (the "Agreement Date"), by and among Nest Parent, Inc., a Delaware corporation ("Parent"), Nest MergerSub, Inc., a California corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and National Technical Systems, Inc., a California corporation (the "Company").
MUTUAL GENERAL RELEASE AGREEMENTMutual General Release Agreement • May 11th, 2006 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
THIS MUTUAL GENERAL RELEASE AGREEMENT (“Agreement”) is made and entered into by and between National Technical Systems, Inc., a California corporation, its subsidiaries, affiliates and related companies, including, but not limited to, NTS Technical Systems, a California corporation, and XXCAL, Inc., a California corporation (all of which entities hereinafter collectively are referred to as “Company),” on the one hand, and Marvin Hoffman, an individual (“Hoffman”), on the other hand, and is based on the following recitals of facts.
AMENDMENT NUMBER FIVE TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 13th, 2010 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This AMENDMENT NUMBER FIVE TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of July 1, 2005, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (“Parent”), NTS TECHNICAL SYSTEMS, a California corporation, dba National Technical Systems (“NTS”), XXCAL, INC., a California corporation (“XXCAL”), APPROVED ENGINEERING TEST LABORATORIES, INC., a California corporation (“AETL”), ETCR, INC., a California corporation (“ETCR”), ACTON ENVIRONMENTAL TESTING CORPORATION, a Massachusetts corporation (“Acton”), PHASE SEVEN LABORATORIES, INC., a California corporation (“Phase Seven”), and one or more Subsidiaries of Parent, whether now existing or hereafter acquired or formed, which become party to the Agreement (as defined below) by executing an Addendum in the form of Exhibit 1 of the Agreement (NTS, XXCAL, AETL, ETCR, Acton, Phase Seven and such other Subsidiaries are sometimes individually referred to herein as a “Subsidiary Borrower” and collectively referr
REVOLVING CREDIT AGREEMENT dated as of November 21, 2001 among NATIONAL TECHNICAL SYSTEMS, INC., the SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO, as Borrowers, COMERICA BANK-CALIFORNIA, as Agent, and THE FINANCIAL INSTITUTIONS FROM TIME TO...Revolving Credit Agreement • September 13th, 2010 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This REVOLVING CREDIT AGREEMENT, dated as of November 21, 2001, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (“Parent”), NTS TECHNICAL SYSTEMS, a California corporation, dba National Technical Systems (“NTS”), XXCAL, INC., a California corporation (“XXCAL”), APPROVED ENGINEERING TEST LABORATORIES, INC., a California corporation (“AETL”), ETCR, INC., a California corporation (“ETCR”), ACTON ENVIRONMENTAL TESTING CORPORATION, a Massachusetts corporation (“Acton”), and one or more Subsidiaries of Parent, whether now existing or hereafter acquired or formed, which become party to this Agreement by executing an Addendum hereto in the form of Exhibit 1 (NTS, XXCAL, AETL, ATCR, Acton and such other Subsidiaries are sometimes individually referred to herein as a “Subsidiary Borrower” and collectively referred to herein as “Subsidiary Borrowers”, and Subsidiary Borrowers and Parent are sometimes individually referred to herein as a “Borrower” and collectively
AMENDMENT NUMBER SIX TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 30th, 2006 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This AMENDMENT NUMBER SIX TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of March 29, 2006, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (“Parent”), NTS TECHNICAL SYSTEMS, a California corporation, dba National Technical Systems (“NTS”), XXCAL, INC., a California corporation (“XXCAL”), APPROVED ENGINEERING TEST LABORATORIES, INC., a California corporation (“AETL”), ETCR, INC., a California corporation (“ETCR”), ACTON ENVIRONMENTAL TESTING CORPORATION, a Massachusetts corporation (“Acton”), PHASE SEVEN LABORATORIES, INC., a California corporation (“Phase Seven”), and one or more Subsidiaries of Parent, whether now existing or hereafter acquired or formed, which become party to the Agreement (as defined below) by executing an Addendum in the form of Exhibit 1 of the Agreement (NTS, XXCAL, AETL, ETCR, Acton, Phase Seven and such other Subsidiaries are sometimes individually referred to herein as a “Subsidiary Borrower” and collectively refer
EMPLOYMENT AND RETIREMENT BENEFITS AGREEMENTEmployment and Retirement Benefits Agreement • May 1st, 2012 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
THIS EMPLOYMENT AND RETIREMENT BENEFITS AGREEMENT (the "Agreement") is entered into as of January 1, 2012 ("Effective Date") by and between National Technical Systems, Inc. and Aaron Cohen ("Employee").
AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • October 19th, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Delaware
This AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT (this “Amendment”) is entered into as of October 18, 2011 and amends the shareholder rights agreement dated as of September 21, 2010 (as amended, restated or otherwise modified from time to time in accordance with its terms, the “Rights Agreement”), by and between National Technical Systems, Inc., a California corporation (together with its successors, the “Corporation”), and Computershare Trust Company, N.A., as Rights Agent (together with its permitted successors in such capacity, the “Rights Agent”).
AGREEMENT OF PURCHASE AND SALE OF ASSETSAgreement of Purchase and Sale of Assets • September 2nd, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Massachusetts
THIS AGREEMENT OF PURCHASE AND SALE OF ASSETS (“Agreement”) is made this 1st day of September, 2011, by and between NTS Technical Systems, Inc., a California corporation (“Buyer”), Lightning Technologies, Inc., a Massachusetts corporation (“Seller”) and the Shareholders of the Seller listed on the signature page hereof (“Shareholders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 2nd, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
NATIONAL TECHNICAL SYSTEMS, INC. AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 10, 2010 COMERICA BANK AS ADMINISTRATIVE AGENT, JOINT LEAD ARRANGER AND BOOKRUNNER U.S. BANK N.A. AS JOINT LEAD ARRANGER AND SYNDICATION AGENTCredit Agreement • November 17th, 2010 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This Amended and Restated Credit Agreement (“Agreement”) is made as of the 10th day of November, 2010, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Joint Lead Arranger and Bookrunner, National Technical Systems, Inc. (“Company”), each of the other entities listed on Schedule 1.4 hereof (each, with Company and any Subsidiary that becomes a Borrower pursuant to Section 8.13 hereof or otherwise from time to time, individually a “Borrower,” and collectively the “Borrowers”).
LIMITED GUARANTYLimited Guaranty • August 16th, 2013 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
This LIMITED GUARANTY (this “Limited Guaranty”) is made and entered into as of August 15, 2013 by Aurora Equity Partners IV L.P., a Delaware limited partnership, and Aurora Overseas Equity Partners IV L.P., a Cayman Islands exempted limited partnership (each, a “Guarantor” and collectively, the “Guarantors”), in favor of National Technical Systems, Inc., a California corporation (the “Company”).
AMENDED AND RESTATED SECURITY AGREEMENTJoinder Agreement • November 17th, 2010 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”) dated as of November 10, 2010, is entered into by and among the Borrowers (as defined below), such other entities which from time to time become parties hereto (collectively, including the Borrowers, the “Debtors” and each individually a “Debtor”) and Comerica Bank, a Texas banking association (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”). The addresses for the Debtors and the Agent, as of the date hereof, are set forth on the signature pages attached hereto.
SECURITIES PURCHASE AGREEMENT Dated as of June 27, 2011 between NATIONAL TECHNICAL SYSTEMS, INC. and MILL ROAD CAPITAL, L.P. EXPLANATORY NOTE TO THIS EXHIBITSecurities Purchase Agreement • June 28th, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 27, 2011, by and between NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (the "Company"), and MILL ROAD CAPITAL, L.P., a Delaware limited partnership ("MRC").
AGREEMENT OF PURCHASE AND SALE OF STOCKAgreement of Purchase and Sale of Stock • May 2nd, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Delaware
THIS AGREEMENT OF PURCHASE AND SALE OF STOCK (“Agreement”) is made this 30th day of November, 2009, by and between U.S. Laboratories, Inc., a Delaware corporation (“Seller”), and NQA, Inc., a Massachusetts corporation (“Buyer”).
AMENDMENT NUMBER ONE TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 13th, 2010 • National Technical Systems Inc /Ca/ • Services-testing laboratories
This AMENDMENT NUMBER ONE TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of July 17, 2002, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (“Parent”), NTS TECHNICAL SYSTEMS, a California corporation, dba National Technical Systems (“NTS”), XXCAL, INC., a California corporation (“XXCAL”), APPROVED ENGINEERING TEST LABORATORIES, INC., a California corporation (“AETL”), ETCR, INC., a California corporation (“ETCR”), ACTON ENVIRONMENTAL TESTING CORPORATION, a Massachusetts corporation (“Acton”), and one or more Subsidiaries of Parent, whether now existing or hereafter acquired or formed, which become party to the Agreement (as defined below) by executing an Addendum in the form of Exhibit 1 of the Agreement (NTS, XXCAL, AETL, ATCR, Acton and such other Subsidiaries are sometimes individually referred to herein as a “Subsidiary Borrower” and collectively referred to herein as “Subsidiary Borrowers”, and Subsidiary Borrowers and Parent are sometim
AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • June 28th, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Delaware
This AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT (this “Amendment”) is entered into as of June 27, 2011 and amends the shareholder rights agreement dated as of September 21, 2010 (as amended, restated or otherwise modified from time to time in accordance with its terms, the “Rights Agreement”), by and between National Technical Systems, Inc., a California corporation (together with its successors, the “Corporation”), and Computershare Trust Company, N.A., as Rights Agent (together with its permitted successors in such capacity, the “Rights Agent”).
VOTING AGREEMENTVoting Agreement • August 16th, 2013 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
VOTING AGREEMENT, dated as of August 15, 2013 (this “Agreement”), among Nest Parent, Inc., a Delaware corporation (“Parent”), and the shareholders of National Technical Systems, Inc., a California corporation (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
AMENDMENT NO. 3 TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • August 28th, 2012 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Delaware
This AMENDMENT NO. 3 TO SHAREHOLDER RIGHTS AGREEMENT (this “Amendment”) is entered into as of August 24, 2012 and amends the shareholder rights agreement dated as of September 21, 2010 (as amended, restated or otherwise modified from time to time in accordance with its terms, the “Rights Agreement”), by and between National Technical Systems, Inc., a California corporation (together with its successors, the “Corporation”), and Computershare Trust Company, N.A., as Rights Agent (together with its permitted successors in such capacity, the “Rights Agent”).
AMENDMENT NUMBER FIVE TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 14th, 2005 • National Technical Systems Inc /Ca/ • Services-testing laboratories
This AMENDMENT NUMBER FIVE TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of July 1, 2005, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (“Parent”), NTS TECHNICAL SYSTEMS, a California corporation, dba National Technical Systems (“NTS”), XXCAL, INC., a California corporation (“XXCAL”), APPROVED ENGINEERING TEST LABORATORIES, INC., a California corporation (“AETL”), ETCR, INC., a California corporation (“ETCR”), ACTON ENVIRONMENTAL TESTING CORPORATION, a Massachusetts corporation (“Acton”), PHASE SEVEN LABORATORIES, INC., a California corporation (“Phase Seven”), and one or more Subsidiaries of Parent, whether now existing or hereafter acquired or formed, which become party to the Agreement (as defined below) by executing an Addendum in the form of Exhibit 1 of the Agreement (NTS, XXCAL, AETL, ETCR, Acton, Phase Seven and such other Subsidiaries are sometimes individually referred to herein as a “Subsidiary Borrower” and collectively referr
Mr. Marvin HoffmanNational Technical Systems Inc /Ca/ • May 11th, 2006 • Services-testing laboratories • California
ContractSubordination Agreement • June 28th, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF JUNE 27, 2011 BY AND AMONG COMERICA BANK, AS ADMINISTRATIVE AGENT, MILL ROAD CAPITAL, L.P. AND NATIONAL TECHNICAL SYSTEMS INC.; EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 1st, 2012 • National Technical Systems Inc /Ca/ • Services-testing laboratories • California
You and National Technical Systems, Inc. (the "Company") previously entered into that Change in Control Agreement, dated [INSERT DATE] (the "Prior Agreement"). Pursuant to Section 11 of the Prior Agreement, the Company desires to amend and restate the Prior Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended.
