EXHIBIT 1.1 ------------------------------------------------------------------------------- 12% Senior Subordinated Notes due 2008 ------------------------------------------------------------------------------- PURCHASE AGREEMENTPurchase Agreement • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 1st, 1997 • Atc Group Services Inc /De/ • Services-testing laboratories • New York
2,400,000 SHARES ATC ENVIRONMENTAL INC. COMMON STOCK UNDERWRITING AGREEMENT , 1995Underwriting Agreement • October 10th, 1995 • Atc Environmental Inc • Services-testing laboratories • New York
EXHIBIT 10.3 CREDIT AGREEMENTCredit Agreement • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories
EXHIBIT 10.5 SECOND AMENDMENT SECOND AMENDMENT (this "Amendment"), dated as of February 27, 1998, among ACQUISITION HOLDINGS, INC., a Delaware corporation ("Holdings"), ATC GROUP SERVICES, INC., a Delaware corporation (the "Borrower"), the bank party...Credit Agreement • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • New York
as Issuer andIndenture • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • New York
IER AGREEMENTNon-Competition Agreement • January 24th, 1996 • Atc Environmental Inc • Services-testing laboratories
EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of February 16, 1998, between ATC Group Services Inc., a Delaware Corporation ("Employer" or "Company"), Acquisition Holdings, Inc., a Delaware corporation...Employment Agreement • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • New York
June 4, 1998 EXCHANGE AGENT AGREEMENT State Street Bank and Trust Company Corporate Trust Department 225 Asylum Street, 23rd Floor Hartford, CT 06103 Attention: Kathy Larimore Assistant Vice President Dear Ms. Larimore: ATC Group Services Inc., a...Exchange Agent Agreement • June 5th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • New York
STOCK PURCHASE AGREEMENT BETWEEN ATC GROUP SERVICES INC. AND BING YEN & ASSOCIATES, INC. and GLENN TOFANIStock Purchase Agreement • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • California
NOTENote • January 24th, 1996 • Atc Environmental Inc • Services-testing laboratories
FOR VALUE RECEIVED, the undersigned, ATC ENVIRONMENTAL INC., a Delaware corporation (the "Purchaser"), hereby PROMISES TO PAY to the order of HILL INTERNATIONAL, INC., a Delaware corporation (the "Seller"), at the office of the Seller at One Levitt Parkway, Willingboro, New Jersey 08046, or at such other place as the holder of this Note may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of THREE HUNDRED THOUSAND DOLLARS ($300,000.00), together with simple interest on the unpaid principal amount of this Note outstanding from time to time from the date hereof at the rate of EIGHT POINT SEVEN FIVE PERCENT (8.75%) per annum. The unpaid principal plus all accrued and unpaid interest thereon evidenced hereby shall be payable in full on April 30, 1996.
RECITALSStock Purchase Agreement • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • Connecticut
andFirst Supplemental Indenture • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • New York
BILL OF SALEBill of Sale • January 24th, 1996 • Atc Environmental Inc • Services-testing laboratories
BETWEENAsset Purchase Agreement • January 24th, 1996 • Atc Environmental Inc • Services-testing laboratories • New Jersey
RECITALSSeverance, Consulting and Non-Competition Agreement • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • New York
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETSSale and Purchase of Business Assets • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • Delaware
FIRST AMENDMENTCredit Agreement • March 30th, 1998 • Atc Group Services Inc /De/ • Services-testing laboratories • New York
