WILLDAN GROUP, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ___________, 20__ Debt SecuritiesIndenture • March 8th, 2024 • Willdan Group, Inc. • Services-engineering services • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 8th, 2020 • Willdan Group, Inc. • Services-engineering services • New York
This Amended and Restated Credit Agreement is entered into as of June 26, 2019, by and among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement as Guarantors, the several financial institutions from time to time party to this Agreement as Lenders, and BMO Harris Bank N.A., a national banking association, as Administrative Agent as provided herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 13th, 2016 • Willdan Group, Inc. • Services-engineering services • Delaware
This Indemnification Agreement (“Agreement”) is made as of [•], 2016 by and between Willdan Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
WILLDAN GROUP, INC. UNDERWRITING AGREEMENT Up to 2,012,500 Shares of Common StockUnderwriting Agreement • October 9th, 2018 • Willdan Group, Inc. • Services-engineering services • New York
On October 1, 2018, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) by and among the Company, Luna Fruit, Inc., an indirect, wholly-owned subsidiary of the Company (“Merger Sub”), Lime Energy Co., a Delaware corporation (“Lime”), and Luna Stockholder Representative, LLC, a Delaware limited company, pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Lime (the “Merger”), with Lime surviving the Merger as an indirect, wholly-owned subsidiary of the Company. For purposes of this Agreement, references to the “knowledge” or “awareness” (and words of similar import) of the Company shall be limited to the actual knowledge of the chief executive officer, president, chief financial officer or general counsel of the Company. Additionally, in connection with the Merger, on October 1, 2018, the Company entered into a Credit Agreement (th
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 26, 2019, AMONG WILLDAN GROUP, INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BMO HARRIS BANK N.A., as Administrative Agent...Credit Agreement • July 2nd, 2019 • Willdan Group, Inc. • Services-engineering services • New York
This Amended and Restated Credit Agreement is entered into as of June 26, 2019, by and among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement as Guarantors, the several financial institutions from time to time party to this Agreement as Lenders, and BMO Harris Bank N.A., a national banking association, as Administrative Agent as provided herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 9th, 2006 • Willdan Group, Inc. • Delaware
This Indemnification Agreement, dated as of August , 2006, is made by and between Willdan Group, Inc., a Delaware corporation (the "Corporation") and [ ] (the "Indemnitee").
CREDIT AGREEMENT DATED AS OF OCTOBER 1, 2018, AMONG WILLDAN GROUP, INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BMO HARRIS BANK N.A., as Administrative Agent BMO HARRIS BANK...Credit Agreement • October 3rd, 2018 • Willdan Group, Inc. • Services-engineering services • New York
This Credit Agreement is entered into as of October 1, 2018, by and among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement as Guarantors, the several financial institutions from time to time party to this Agreement as Lenders, and BMO Harris Bank N.A., a national banking association, as Administrative Agent as provided herein.
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • March 27th, 2007 • Willdan Group, Inc. • Services-engineering services • Delaware
CREDIT AGREEMENTCredit Agreement • December 27th, 2011 • Willdan Group, Inc. • Services-engineering services • California
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of January 1, 2012, by and between WILLDAN GROUP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • March 27th, 2007 • Willdan Group, Inc. • Services-engineering services • California
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated January 31, 2007, is made and executed between Willdan Group, Inc. (“Borrower”) and Orange County Business Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
CONTINUING SECURITY AGREEMENTContinuing Security Agreement • January 2nd, 2008 • Willdan Group, Inc. • Services-engineering services • Delaware
Security AgreementSecurity Agreement • October 5th, 2023 • Willdan Group, Inc. • Services-engineering services
This Security Agreement (the “Agreement”) is dated as of September 29, 2023, by and among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the other parties executing this Agreement under the heading “Debtors” (the Borrower and such other parties, along with any parties who execute and deliver to the Agent referred to herein an agreement attached hereto as Schedule H, being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”), each with its mailing address as set forth in Section 13(b) hereof, and BMO Bank N.A., a national banking association (“BMO”), with its mailing address as set forth in Section 13(b) hereof, acting as administrative agent hereunder for the Secured Creditors hereinafter identified and defined (BMO acting as such administrative agent and any successor or successors to BMO acting in such capacity being hereinafter referred to as the “Agent”). The term “Debtor” and “Debtors” as used herein shall mean and include the Debtor
Underwriting AgreementUnderwriting Agreement • October 11th, 2006 • Willdan Group, Inc. • Services-engineering services • California
Wedbush Morgan Securities Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Wedbush Morgan Securities Inc. 1000 Wilshire Boulevard, 10th Floor Los Angeles, California 90017
SECURITY AGREEMENTSecurity Agreement • January 2nd, 2008 • Willdan Group, Inc. • Services-engineering services • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 20, 2017, AMONG WILLDAN GROUP, INC., THE GUARANTORS FROM TIME TO TIME PARTY HERETO, AND BMO HARRIS BANK N.A.Credit Agreement • January 24th, 2017 • Willdan Group, Inc. • Services-engineering services • Illinois
This Amended and Restated Credit Agreement is entered into as of January 20, 2017, by and among WILLDAN GROUP, INC., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, and BMO HARRIS BANK N.A., a national banking association (the “Bank”), as the lender as provided herein.
SECURITY AGREEMENTSecurity Agreement • August 9th, 2006 • Willdan Group, Inc. • California
The pronouns "you" and "your" refer to the Secured Party. The pronouns "I," "me" end "my" refer to each person or entity signing this Agreement as Debtor and agreeing to give the Property described in the Agreement as security for the Secured Debts.
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2011 • Willdan Group, Inc. • Services-engineering services • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this May 3, 2011 (the “Effective Date”), by and between Willdan Group, Inc., a Delaware corporation (“Company”), and Kimberly D. Gant, an individual (“Executive”).
WILLDAN GROUP, INC.Employment Agreement • November 18th, 2024 • Willdan Group, Inc. • Services-engineering services • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this November 13, 2024 (the “Effective Date”), by and between Willdan Group, Inc., a Delaware corporation (“Company”), and Micah H. Chen (“you”). This Agreement shall govern the employment relationship between you and the Company from and after the Effective Date.
Credit Agreement Dated as of September 29, 2023, among Willdan Group, Inc., as the Borrower, The Guarantors from time to time party hereto, the Lenders from time to time party hereto, andCredit Agreement • October 5th, 2023 • Willdan Group, Inc. • Services-engineering services • New York
This Credit Agreement is entered into as of September 29, 2023, by and among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement as Guarantors, the several financial institutions from time to time party to this Agreement as Lenders, and BMO Bank N.A., a national banking association, as Administrative Agent as provided herein.
QuickLinks -- Click here to rapidly navigate through this documentSecurity Agreement • November 3rd, 2006 • Willdan Group, Inc. • Services-engineering services • Delaware
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT). THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 26th, 2007 • Willdan Group, Inc. • Services-engineering services • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 23rd day of July, 2007 (the “Effective Date”), by and between Willdan Group, Inc., a Delaware corporation (“Company”), and Kimberly D. Gant, an individual (“Executive”).
SECURITY AGREEMENTSecurity Agreement • August 9th, 2006 • Willdan Group, Inc. • California
The pronouns "you" and "your" refer to the Secured Party. The pronouns "I," "me" and "my" refer to each person or entity signing this Agreement as Debtor and agreeing to give the Property described in this Agreement as security for the Secured Debts.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 6th, 2020 • Willdan Group, Inc. • Services-engineering services • New York
This First Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of August 15, 2019, among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors signatory hereto, the Lenders signatory hereto and BMO Harris Bank N.A., a national banking association, individually as a Lender and as Administrative Agent (the “Administrative Agent”).
MASTER REAFFIRMATION OF AND AMENDMENT TO COLLATERAL DOCUMENTSMaster Reaffirmation of and Amendment to Collateral Documents • July 2nd, 2019 • Willdan Group, Inc. • Services-engineering services
This MASTER REAFFIRMATION OF AND AMENDMENT TO COLLATERAL DOCUMENTS (this “Master Reaffirmation”) is made as of June 26, 2019, by and among WILLDAN GROUP, INC., a Delaware corporation (the “Borrower”), the other parties executing this Master Reaffirmation under the heading “Debtors” (the Borrower and such other parties are collectively referred to herein as the “Debtors” and each individually as a “Debtor”), and BMO HARRIS BANK N.A., as administrative agent for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Amended and Restated Credit Agreement (as hereinafter defined).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 15th, 2010 • Willdan Group, Inc. • Services-engineering services
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 15, 2010, by and between WILLDAN GROUP, INC., a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
STOCK PURCHASE AGREEMENT by and among WILLDAN ENERGY SOLUTIONS, ABACUS RESOURCE MANAGEMENT COMPANY WILLDAN GROUP, INC. and THE SHAREHOLDERS OF ABACUS RESOURCE MANAGEMENT COMPANY dated as of January 15, 2015Stock Purchase Agreement • January 21st, 2015 • Willdan Group, Inc. • Services-engineering services • California
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 11th, 2008 • Willdan Group, Inc. • Services-engineering services
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 8, 2008, by and between WILLDAN GROUP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2006 • Willdan Group, Inc. • Services-engineering services • California
This Indemnification Agreement (the "Agreement"), dated as of , 2006, is made by and between Willdan Group, Inc., a Delaware corporation (the "Corporation"), and Linda L. Heil, Trustee of the 1994 Dan W. Heil and Linda Lee Heil Revocable Trust (the "Indemnitee").
SECOND AMENDMENT TO LEASELease • August 9th, 2006 • Willdan Group, Inc.
THIS SECOND AMENDMENT TO LEASE ("Amendment") is made and entered into as of the 6th day of March, 2006, by and between 2401 KATELLA, LLC, a Delaware limited liability company ("Landlord"), and THE WILLDAN GROUP OF COMPANIES, a California corporation ("Tenant").
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 12th, 2009 • Willdan Group, Inc. • Services-engineering services
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 9, 2009, by and between WILLDAN GROUP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
STOCK PURCHASE AGREEMENT by and among WILLDAN GROUP, INC., INTERGY CORPORATION and THE STOCKHOLDERS OF INTERGY CORPORATION dated as of June 9, 2008Stock Purchase Agreement • June 9th, 2008 • Willdan Group, Inc. • Services-engineering services • California
STOCK PURCHASE AGREEMENT, dated as of June 9, 2008, by and among WILLDAN GROUP, INC., a Delaware corporation (the “Buyer”), INTERGY CORPORATION, a California Corporation (the “Company”), MR. ASHISH GOEL and MR. ALOK (JAY) BHALLA (Messrs. Goel and Bhalla, each a “Seller” and collectively, the “Sellers”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • January 24th, 2023 • Willdan Group, Inc. • Services-engineering services • Florida
This Confidential Separation Agreement and General Release (this “Separation Agreement”) is made and entered into as of January 19, 2023 (date of last signature) by and between Willdan Group, Inc., including its parents, affiliates and subsidiaries (the “Company”) and Paul Whitelaw (“Whitelaw”). The Company and Whitelaw are each a “Party” and collectively referred to herein as the “Parties.”
AMENDMENT TO EMPLOYMENT AGREEMENT (Willdan Group, Inc. and L. Mallory McCamant)Employment Agreement • March 27th, 2007 • Willdan Group, Inc. • Services-engineering services
This Amendment to Employment Agreement (hereafter “Amendment”) is entered into by and between Willdan Group, Inc., a Delaware corporation (“Company”), and L. Mallory McCamant (“Employee”) this 23rd day of March, 2007.
THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement • March 3rd, 2016 • Willdan Group, Inc. • Services-engineering services • Illinois
This Third Amendment to Credit Agreement and Consent (herein, the “Amendment”) is entered into as of February 26, 2016, among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to the hereinafter defined Credit Agreement (the “Guarantors”), and BMO Harris Bank N.A. (the “Bank”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement • January 21st, 2015 • Willdan Group, Inc. • Services-engineering services • Illinois
This Second Amendment to Credit Agreement and Consent (herein, the “Amendment”) is entered into as of January 14, 2015, among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to the hereinafter defined Credit Agreement (the “Guarantors”), and BMO Harris Bank N.A. (the “Bank”).
