Envirotest Systems Corp /De/ Sample Contracts

9-1/8% Senior Notes due 2001
Supplemental Indenture • December 29th, 1997 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • New York
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RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • December 30th, 1996 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • Pennsylvania
AGREEMENT
Agreement • August 13th, 1998 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • Connecticut
AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • August 19th, 1997 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • New York
9-5/8% Senior Subordinated Notes due 2003
Fourth Supplemental Indenture • December 29th, 1997 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • Illinois
STATE OF ILLINOIS
Service Agreement • July 31st, 1997 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • Illinois
ENVIROTEST SYSTEMS CORP. 6903 ROCK LEDGE DRIVE BETHEDSA, MD 20817
Envirotest Systems Corp /De/ • August 13th, 1998 • Services-automotive repair, services & parking
WITNESSETH:
Employment Agreement • May 13th, 1998 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • New York
AMENDMENT
Envirotest Systems Corp /De/ • August 13th, 1998 • Services-automotive repair, services & parking
EXHIBIT 10.128 ENVIROTEST SYSTEMS CORP. 6903 ROCKLEDGE DRIVE BETHESDA, MD 20817 June 4, 1998 Mr. John Pachuta 6721 E. McDole Lane Tuscan, AZ 85750 Dear John: This letter agreement will confirm the terms of your continued employment with Envirotest...
Envirotest Systems Corp /De/ • August 13th, 1998 • Services-automotive repair, services & parking

This letter agreement will confirm the terms of your continued employment with Envirotest Systems Corp. (the "Company"), effective June 4, 1998.

EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 1996 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • California
RECITALS
Confidential Severance Agreement and General Release • August 13th, 1998 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking
ENVIROTEST SYSTEMS CORP. EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • August 13th, 1998 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking
AMENDMENT
Envirotest Systems Corp /De/ • May 13th, 1998 • Services-automotive repair, services & parking
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ES FUNDING CORPORATION as Buyer
Purchase and Sale Agreement • December 30th, 1996 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • Pennsylvania
LIQUIDITY LOAN AGREEMENT
Liquidity Loan Agreement • December 30th, 1996 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking • New York
AMENDMENT NO. 1
Envirotest Systems Corp /De/ • August 19th, 1997 • Services-automotive repair, services & parking

Amendment No. 1, dated as of November 10, 1992, to the Amended and Restated Stockholders' Agreement, dated as of April 10, 1992 (the "Agreement"), among Envirotest Systems Corp., a Delaware corporation (the "Company"), and the parties listed on the signature pages thereto. Unless otherwise defined herein, all terms used herein shall have the meaning ascribed to them in the Agreement.

OF
Additional Terms and Conditions • August 13th, 1998 • Envirotest Systems Corp /De/ • Services-automotive repair, services & parking
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