JOINDER AND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Exhibit 10.1
JOINDER AND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS JOINDER AND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Amendment”) is effective as of October 28, 2021 (“Effective Date”), by and between INTEST CORPORATION, a Delaware corporation, (“Borrower”), AMBRELL CORPORATION, a Delaware corporation, INTEST SILICON VALLEY CORPORATION, a Delaware corporation, INTEST EMS, LLC, a Delaware limited liability company, TEMPTRONIC CORPORATION, a Delaware corporation (individually and collectively, jointly and severally, the “Original Guarantors”), and VIDEOLOGY IMAGING CORPORATION, a Delaware corporation (“Videology” and together with Original Guarantors, individually and collectively, jointly and severally, the “Guarantors”) and M&T Bank (together with its successors and assigns, “Bank”).
BACKGROUND
A. Borrower, Original Guarantors and Bank have previously entered into a certain Amended and Restated Loan and Security Agreement dated October 15, 2021 (as amended and as it may be further amended, supplemented or restated from time to time, the “Loan Agreement”), pursuant to which, inter alia, Bank agreed to extend to Borrower certain credit facilities subject to the terms and conditions set forth therein.
B. Borrower has requested and Bank has agreed to amend the terms of the Loan Agreement in accordance with the terms and conditions hereof.
C. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth therefor in the Loan Agreement.
NOW THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Approval of Videology Acquisition as a Permitted Acquisition under the Term Loan. Borrower has requested and Bank has agreed to approve Borrower’s acquisition of Videology (“Videology Acquisition”) as a Permitted Acquisition under the Term Loan. Videology will be holding the assets acquired through the Videology Acquisition.
2. Joinder. Videology hereby agrees that (a) effective as of the date hereof, it is hereby and shall be deemed to be a Guarantor under the Loan Agreement, Surety Agreement and all other Loan Documents to which Original Guarantors are parties, and (b) from the date hereof until payment in full of the Obligations and termination of the Loan Agreement, Videology has assumed the obligations of a Guarantor under, and Videology shall perform, comply with and be subject to and bound by, jointly and severally with each of the Original Guarantors, each of the terms, provisions, conditions and waivers of the Loan Agreement, Surety Agreement and other Loan Documents which are stated to apply to or are made by a Guarantor, to the same extent as it were an original signatory thereto. Without limiting the generality of the foregoing, Videology hereby represents and warrants to Bank that (x) each representation made by Original Guarantors in the Loan Agreement are true and correct as to Videology on and as of the date hereof, and (y) Videology has heretofore received a true and correct copy of the Loan Agreement, Surety Agreement and other Loan Documents as in effect on the date hereof.
3. Amended Definitions. The following defined term in Section 1.1 of the Loan Agreement is hereby amended and restated in their entirety to read as follows:
“Guarantor means Ambrell Corporation, a Delaware corporation, inTEST Silicon Valley Corporation, a Delaware corporation, inTEST EMS, LLC, a Delaware limited liability company, Temptronic Corporation, a Delaware corporation, and Videology Imaging Corporation, a Delaware corporation, individually, and Guarantors means Ambrell Corporation, a Delaware corporation, inTEST Silicon Valley Corporation, a Delaware corporation, inTEST EMS, LLC, a Delaware limited liability company, Temptronic Corporation, a Delaware corporation, and Videology Imaging Corporation, a Delaware corporation, collectively, and their respective successors and assigns.”
4. FEIN. Section 10.22 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“10.22 FEIN. The FEIN and state organizational number of each Obligor is:
|
NAME |
Tax ID/FEIN Number |
Government/State Organizational Number |
State of Incorporation |
|
inTEST Corporation |
00-0000000 |
2726308 |
Delaware |
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Ambrell Corporation |
00-0000000 |
5695927 |
Delaware |
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inTEST Silicon Valley Corporation |
00-0000000 |
2916520 |
Delaware |
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inTEST EMS, LLC |
00-0000000 |
7130712 |
Delaware |
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Temptronic Corporation |
00-0000000 |
3142413 |
Delaware |
|
Videology Imaging Corporation |
00-0000000 |
6283703 |
Delaware |
5. Amended and Restated Term Note. Coincident with the execution of this Amendment, Borrower shall execute and deliver to Bank an (i) Amended and Restated Delayed Draw Term Note 1 in the original principal amount of $12,000,000 and (ii) Amended and Restated Delayed Draw Term Note 1A in the original principal amount of $13,000,000 (each an “Amended and Restated Note”). The Amended and Restated Notes shall be in form and content acceptable to Bank and re-evidence the existing indebtedness of Borrower to Bank under that certain Delayed Draw Term Note dated October 15, 2021 in the original principal amount of $25,000,000 (the “Prior Note”). All references to the Term Notes in the Loan Agreement and other Loan Documents shall be deemed to be references to the Amended and Restated Notes. The parties hereby expressly acknowledge and agree that the Amended and Restated Notes merely re-evidences the indebtedness evidenced by the Prior Note and is given in substitution of and not as payment of the Prior Note.
6. Updated Schedules. The Schedules to the Loan Agreement are hereby amended and replaced, in its entirety, with Schedules attached hereto as Exhibit A.
7. Confirmation of Collateral. Nothing contained herein shall be deemed to be a compromise, satisfaction, accord and satisfaction, novation or release of any of the Loan Documents, or any rights or obligations thereunder, or a waiver by Bank of any of its rights under the Loan Documents or at law or in equity. All liens, security interests, rights and remedies granted to Bank in the Loan Documents are hereby ratified, confirmed and continued.
8. Covenants, Representations and Warranties. Borrower and Guarantors (as applicable to itself) hereby:
8.1 ratifies, confirms and agrees that the Loan Agreement, as amended by this Amendment, and all other Loan Documents are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms.
8.2 agrees that it has no defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Documents or the enforcement of any of the terms of the Loan Documents.
8.3 ratifies, confirms and continues all liens, security interests, pledges, rights and remedies granted to Bank in the Loan Documents and agrees that such liens, security interests and pledges shall secure all of the Obligations under the Loan Documents as amended by this Amendment.
8.4 represents and warrants that all representations and warranties in the Loan Documents are true and complete as of the date of this Amendment.
8.5 agrees that its failure to comply with or perform any of its covenants or agreements in this Amendment will constitute an Event of Default under the Loan Documents.
8.6 represents and warrants that no condition or event exists after taking into account the terms of this Amendment which would constitute an Event of Default (or will, upon the giving of notice or the passage of time, or both constitute an Event of Default).
8.7 represents and warrants that the execution and delivery of this Amendment by Borrower and Guarantors and all documents and agreements to be executed and delivered pursuant to this Amendment:
(a) have been duly authorized by all requisite corporate, company and/or partnership action of Borrower and Guarantors, as applicable;
(b) will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrower’s or Guarantor’s Governing Documents or any indenture, mortgage, loan or credit agreement or instrument to which any Borrower or Guarantor is a party or by which such may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and
(c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower or Guarantor under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.
9. Conditions. The obligation of Bank to enter into this Amendment is subject to the fulfillment, to the satisfaction of Bank, of each of the following conditions, and all agreements, documents and other items must be in form, content and in all other respects satisfactory to Bank in its sole discretion. Bank is not waiving a breach of any warranty or representation made by any Borrower or Guarantor hereunder or under any agreement, document, or instrument delivered to Bank or otherwise referred to herein, and any claims and rights of the Bank resulting from any breach or misrepresentation by any Borrower or Guarantor are specifically reserved by the Bank.
9.1 Searches. Bank shall have received copies of record searches (including UCC searches, patent searches, trademark searches, copyright searches and judgments, suits, bankruptcy, litigation, tax and other lien searches) against each Videology.
9.2 Executed Documents. Borrower, Guarantors and all other required persons and entities will have executed and delivered to Bank:
(a) this Amendment;
(b) the Amended and Restated Notes;
(c) the Amended and Restated Surety Agreement;
(d) the Amended and Restated Assignment of Patents, Trademarks, Copyrights and Licenses Security Agreement;
(e) the UCC-3 financing statement;
(f) the Collateral Access Agreement (post closing);
(g) the Post Closing Letter Agreement; and
(h) and such other documents, as the Bank may reasonably require.
9.3 Representations and Warranties. All representations and warranties of Borrower and Guarantors set forth in the Loan Documents shall be true at and as of the date hereof.
9.4 No Default. No condition or event shall exist or have occurred which would constitute a default or an Event of Default hereunder or under the Loan Agreement.
9.5 Advance Request. Borrower requests an Advance under the Term Loan in writing, which request shall set forth in reasonable detail the target of the proposed Permitted Acquisition, the type of acquisition, a copy of the related purchase agreement; the criteria establishing the qualifications as a Permitted Acquisition set forth in Section 1.1 of the Loan Agreement, the amortization period elected for such Loan, information regarding the formation of any new subsidiary in anticipation of such acquisition including, but not limited to ownership name and structure, type of organization, state of formation, operating agreement/articles of incorporation, organizational document number, federal tax identification number, authorized signatories and such other information as reasonably requested by Bank and in such form and content acceptable to Bank.
9.6 Good Standing Certificate. Bank shall have received a certificate of good standing with respect to Videology, dated within 30 days of the Effective Date of this Amendment, such certificate to be issued by the appropriate officer of each jurisdiction in which Videology is required to be qualified or licensed which certificates shall indicate that Videology is in good standing in such jurisdiction.
9.7 Authorizing Resolutions. Bank shall have received a certificate from the Secretary of each Videology attesting to the resolutions of each Videology’s Board of Directors authorizing its execution, delivery, and performance of this Amendment and the other Loan Documents to which Videology is a party and authorizing specific officers of Videology to execute the same.
9.8 Governing Documents. Bank shall have received copies of each Videology’s Governing Documents, as amended, modified, or supplemented to the Effective Date of this Amendment, certified by the Secretary of Videology.
9.9 Licenses, Approvals, Etc. Bank shall have received copies of all material licenses, approvals, consents, authorizations and filings of Videology required or necessary for the operation of its Business.
9.10 Material Agreements. Bank shall have received copies of all material agreements, leases and other documents related to Videology.
9.11 KYC Documentation. Bank shall have received, sufficiently in advance of closing, all “Know your customer” documentation and other governing documents, required by Bank in accordance with all applicable banking laws and regulations in effect from time to time, including without limitation, the USA PATRIOT Act.
9.12 Other. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed or recorded.
10. Additional Documents; Further Assurances. Borrower and Guarantors covenant and agree to execute and deliver to Bank, or to cause to be executed and delivered to Bank contemporaneously herewith, at the sole cost and expense of Borrower and Guarantors, any and all other documents, agreements, statements, resolutions, certificates, consents and information as Bank may require in connection with the matters or actions described herein. Borrower and Guarantors further covenant and agree to execute and deliver to Bank, or to cause to be executed and delivered, at the sole cost and expense of Borrower and Guarantors, from time to time, any and all other documents, agreements, statements, certificates and information as Bank shall request to evidence or effect the terms hereof or to enforce or protect Bank’s rights. All of such documents, agreements, statements, certificates and information shall be in form and content acceptable to Bank in its sole discretion.
11. Certain Fees, Costs, Expenses and Expenditures. Borrower and Guarantors agree to pay all of Bank’s costs and expenses in connection with the review, preparation, negotiation, documentation and closing of this Amendment and the consummation of the transactions contemplated hereunder, including without limitation, costs, fees and expenses of counsel retained by Bank and all fees related to filings, recording of documents and searches, whether or not the transactions contemplated hereunder are consummated. Nothing contained herein shall limit in any manner whatsoever Bank’s right to reimbursement under any of the Loan Documents.
12. No Novation.Nothing contained herein and no actions taken pursuant to the term hereof are intended to constitute a novation of the Loan Agreement or any of the Loan Documents and shall not constitute a release, termination or waiver of any of the liens, security interests, rights or remedies granted to Bank in the Loan Documents.
13. No Waiver. Except as otherwise provided herein, nothing herein contained and no actions taken by Bank in connection herewith shall constitute nor shall they be deemed to be a waiver, release or amendment of or to any rights, remedies, or privileges afforded to Bank under the Loan Documents. Nothing herein shall constitute a waiver by Bank of Borrower’s’ and Guarantors’ compliance with the terms of the Loan Documents, nor shall anything contained herein constitute an agreement by Bank to enter into any further amendments with Borrower and Guarantors.
14. Inconsistencies. To the extent of any inconsistency between the terms and conditions of this Amendment and the terms and conditions of the other Loan Documents, the terms and conditions of this Amendment shall prevail. All terms and conditions of the Loan Documents not inconsistent herewith shall remain in full force and effect and are hereby ratified and confirmed by Borrower and Guarantors.
15. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
16. No Third Party Beneficiaries. The rights and benefits of this Amendment and the Loan Documents shall not inure to the benefit of any third party.
17. Time of the Essence. Time is of the essence in the performance by Borrower and Guarantors of all the obligations hereunder.
18. Headings. The headings of the Sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.
19. Severability. The provisions of this Amendment and all other Loan Documents are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.
20. Modifications. No modifications of this Amendment or any of the Loan Documents shall be binding or enforceable unless in writing and signed by or on behalf of the party against whom enforcement is sought.
21. Law Governing. This Amendment has been made, executed and delivered in the Commonwealth of Pennsylvania and will be construed in accordance with and governed by the laws of such Commonwealth, without regard to any rules or principles regarding conflicts of law or any rule or canon of construction which interprets agreements against the draftsman.
22. Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts, all of which when taken together constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of a photocopy, pdf, telecopy or other electronic version of an executed counterpart of a signature page to this Amendment shall be as effective as delivery of a manually executed counterpart of this Amendment.
23. Waiver of Right to Trial by Jury. BORROWER, GUARANTORS AND BANK WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AMENDMENT, (b) ARISING UNDER ANY OF THE OTHER LOAN DOCUMENTS OR (c) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF BORROWER OR GUARANTORS, WITH RESPECT TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BORROWER, GUARANTORS AND BANK AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF BORROWER, GUARANTORS AND BANK TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. BORROWER AND GUARANTORS ACKNOWLEDGE THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT THEY FULLY UNDERSTAND ITS TERMS, CONTENT AND EFFECT, AND THAT THEY VOLUNTARILY AND KNOWINGLY AGREE TO THE TERMS OF THIS SECTION.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Amendment as of the date first above written.
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BORROWER: |
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| INTEST CORPORATION, | |||
| a Delaware corporation | |||
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Secretary, Treasurer and Chief Financial Officer |
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[Signature Page to Joinder and Amendment to Amended and Restated Loan and Security Agreement]
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GUARANTORS: |
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| AMBRELL CORPORATION, | |||
| a Delaware corporation | |||
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Vice President, Treasurer and Secretary |
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| INTEST SILICON VALLEY CORPORATION, | |||
| a Delaware corporation | |||
| By: | /s/ Xxxxxx Xxxxxxx | ||
| Xxxxxx Xxxxxxx | |||
| Title: | Vice President, Treasurer and Secretary | ||
| INTEST EMS, LLC, | |||
| a Delaware limited liability company | |||
| By: | /s/ Xxxxxx Xxxxxxx | ||
| Name: | Xxxxxx Xxxxxxx | ||
| Title: | Vice President, Treasurer and Secretary | ||
| TEMPTRONIC CORPORATION, | |||
| a Delaware corporation | |||
| By: | /s/ Xxxxxx Xxxxxxx | ||
| Name: | Xxxxxx Xxxxxxx | ||
| Title: | Vice President, Treasurer and Secretary | ||
| VIDEOLOGY IMAGING CORPORATION, | |||
| a Delaware corporation | |||
| By: | /s/ Xxxxxx Xxxxxxx | ||
| Name: | Xxxxxx Xxxxxxx | ||
| Title: | Vice President, Treasurer and Secretary | ||
[Signature Page to Joinder and Amendment to Amended and Restated Loan and Security Agreement]
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BANK: |
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| M&T BANK | |||
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Xxxxxx X. Xxxxxxx, Vice President |
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Exhibit A
Schedules to Loan Agreement
Attached.
SCHEDULES
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Schedule 10.3 |
- Ownership Interests |
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Schedule 10.4 |
- Subsidiaries |
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Schedule 10.14 |
- Names |
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Schedule 10.16 |
- Pension and Benefit Plans |
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Schedule 10.17 |
- Leases and Contracts |
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Schedule 10.18 |
- Intellectual Property |
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Schedule 10.20 |
- Affiliate Transactions |
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Schedule 10.21(b) |
- Licenses |
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Schedule 10.21(c) |
- Operating Agreements |
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Schedule 10.21(d) |
- Facility Sites |
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Schedule 10.21(e) |
- Leases |
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Schedule 10.24 |
- Subordinated Indebtedness |
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Schedule 12.1 |
- Permitted Indebtedness |
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Schedule 12.2 |
- Loans |
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Schedule 12.3 |
- Permitted Investments |
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Schedule 12.7 |
- Permitted Liens |
Schedule 10.3
Ownership Interests
|
Entity |
Owner |
Percentage Ownership |
Options, Warrants, Rights of Conversion or Purchase |
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Ambrell Corporation |
inTEST Corporation |
100% |
None |
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inTEST Silicon Valley Corporation |
inTEST Corporation |
100% |
None |
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inTEST EMS, LLC |
inTEST Corporation |
100% |
None |
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inTEST Thermal Solutions GmbH |
inTEST Corporation |
100% |
None |
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inTEST PTE Ltd. |
inTEST Corporation |
100% |
None |
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TEMPTRONIC CORPORATION |
inTEST Corporation |
100% |
None |
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Ambrell B.V. |
Ambrell Corporation |
100% |
None |
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Ambrell Limited |
Ambrell Corporation |
100% |
None |
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Videology Imaging Corporation |
inTEST Corporation |
100% |
None |
Schedule 10.4
Subsidiaries
Schedule 10.3 is hereby incorporated by reference.
Schedule 10.14
Names
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Exact Legal Name |
Former Legal Names (including date of change) |
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inTEST Corporation |
None |
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Ambrell Corporation |
Concourse Acquisition Corp. (5/25/2017) |
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inTEST Silicon Valley Corporation |
inTEST Sunnyvale Corporation (1/26/2005) TD Acquisition Corp. (8/3/1998) TestDesign Corporation (8/3/1998 merged into TD Acquisition Corp.) |
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TEMPTRONIC CORPORATION |
None |
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inTEST EMS, LLC |
None |
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Videology Imaging Corporation |
None |
1 NTD: Ambrell Corporation was acquired via merger.
Xxxxxxxx 00.00
Xxxxxx Xxxxxx Pension and Benefit Plans
None.
Schedule 10.17
Leases and Contracts
1. Lease Agreement between Exeter 000 Xxxx Xxxx, LLC and the Company dated May 10, 2010.
1.
2. Lease Agreement between AMB-SGP Seattle/Boston, LLC and TEMPTRONIC CORPORATION (a subsidiary of the Company), dated October 25, 2010.
2.
3. First Amendment to Lease between AMB-SGP Seattle/Boston, LLC and TEMPTRONIC CORPORATION dated March 1, 2011.
3.
4. Second Amendment to Lease between Xxxxx Xxxxxxxx Company, LLC and TEMPTRONIC CORPORATION dated April 8, 2019.
5. Lease Agreement between Columbia California Warm Springs Industrial, LLC and inTEST Silicon Valley Corporation dated January 9, 2012
6. First Amendment to Lease Agreement between Columbia California Warm Springs Industrial, LLC and inTEST Silicon Valley Corporation dated November 18, 2016.
7. Guaranty Agreements between Columbia California Warm Springs Industrial, LLC and inTEST Corporation dated January 9, 2012.
4.
8. Second Amendment to Standard Lease Agreement, dated January 23, 2020, by and between inTEST Silicon Valley Corporation and Fremont Business Center, LLC.
9. Lease Agreement between Xxxxxxx Family Properties, Inc. and Ambrell Corporation dated December 19, 2017
10. Guaranty of Lease between Xxxxxxx Family Properties, Inc. and Ambrell Corporation dated December 19, 2017
Schedule 10.18
Intellectual Property
Trademarks
|
Registered Owner |
Xxxx |
Registration Number |
Date of Registration |
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TEMPTRONIC CORPORATION |
TEMPTRONIC |
3748381 |
Feb. 16, 2010 |
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TEMPTRONIC CORPORATION |
THERMONICS |
4278707 |
Jan. 22, 2013 |
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TEMPTRONIC CORPORATION |
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1094282 |
Jun. 27, 1978 |
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TEMPTRONIC CORPORATION |
THERMOJOGGER |
1433671 |
Mar. 24, 1987 |
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TEMPTRONIC CORPORATION |
THERMO XXXXX |
1197134 |
Jun. 8, 1982 |
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TEMPTRONIC CORPORATION |
THERMO STREAM |
1085339 |
Feb. 14, 1984 |
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TEMPTRONIC CORPORATION |
THERMO SPOT |
5261537 |
Aug. 5, 2017 |
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inTEST Corporation |
INTEST |
2503999 |
Nov. 6, 2001 |
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inTEST Corporation |
inTEST |
1268558 |
Feb. 28, 1984 |
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inTEST Corporation |
in2 |
1255204 |
Oct. 25, 1983 |
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inTEST Corporation |
CENTAUR |
3657110 |
Jul. 21, 2009 |
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inTEST Corporation |
TRANSPAR |
3635236 |
Jun. 9, 2009 |
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Ambrell |
EXPERIENCE THE EXCELLENCE |
5101636 |
Dec. 13, 2016 |
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Ambrell |
EVIEW |
4922677 |
Mar. 22, 2016 |
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Ambrell |
EKOHEAT |
4751860 |
Jun. 9, 2015 |
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Ambrell |
EASYCOIL |
4746013 |
Jun. 2, 0000 |
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Xxxxxxx |
XXXXXXX |
0000000 |
Xxx. 21, 0000 |
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Xxxxxxx |
XXXXXXX |
0000000 |
Xxx. 23, 2007 |
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Ambrell |
EKOHEAT |
3526330 |
Nov. 4, 2008 |
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Ambrell |
AMERITHERM |
2299340 |
Dec. 14, 1999 |
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Ambrell |
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2301415 |
Dec. 21, 1999 |
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Videology |
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85018528 |
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Videology |
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78865148 |
Trademark Applications - None.
Patents
|
Registered Owner |
Patent Name |
Registration Number |
Date of Registration |
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inTEST Corporation |
Method and apparatus for docking a test head with a peripheral |
9,897,628 |
18-Sep-14 |
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inTEST Corporation |
Test head manipulator |
9,557,371 |
6-May-08 |
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inTEST Corporation |
Test head manipulator |
9,347,804 |
23-Feb-07 |
|
inTEST Corporation |
Test head positioner system |
9,134,387 |
17-Mar-08 |
|
inTEST Corporation |
Positioner system and method of positioning |
8.981,807 |
27-Jul-10 |
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inTEST Corporation |
Cradle and cable handler for a test head manipulator |
8,763,962 |
17-Mar-08 |
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inTEST Corporation |
Test head docking system and method with sliding linkage |
8,760,182 |
14-Jul-08 |
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inTEST Corporation |
Test head vertical support system |
8,700,218 |
29-Dec-06 |
|
inTEST Corporation |
Test head manipulator |
8,618,822 |
23-Feb-07 |
|
inTEST Corporation |
Wrist joint for positioning a test head |
8,444,107 |
28-Jan-03 |
|
inTEST Corporation |
Test head positioning system and method |
8,350,584 |
29-Dec-06 |
|
inTEST Corporation |
Test head positioner system |
8,212,578 |
17-Mar-08 |
|
inTEST Corporation |
Test head positioning system |
8,141,834 |
10-Aug-06 |
|
inTEST Corporation |
Test head positioning system and method |
8,035,406 |
31-Mar-03 |
|
inTEST Corporation |
Safety mechanism for materials handling system |
7,845,607 |
18-Feb-03 |
|
inTEST Corporation |
Modular interface |
7,834,718 |
13-Dec-04 |
|
inTEST Corporation |
Test head positioning system and method |
7,728,579 |
31-Mar-03 |
|
inTEST Corporation |
Modular interface |
7,605,583 |
13-Jul-04 |
|
inTEST Corporation |
Modular interface |
7,605,582 |
13-Jul-04 |
|
inTEST Corporation |
Computer cabinet |
D585,662 |
20-Sep-07 |
|
inTEST Corporation |
Test head docking system and method |
7,466,122 |
16-Jul-01 |
|
inTEST Corporation |
Apparatus and method for balancing and for providing a compliant range to a test head |
7,340,972 |
22-Sep-00 |
|
inTEST Corporation |
Modular interface |
7,301,326 |
13-Jul-04 |
|
inTEST Corporation |
Signal module |
D554,594 |
22-Nov-06 |
|
inTEST Corporation |
Signal module |
D554,593 |
22-Nov-06 |
|
inTEST Corporation |
Test head positioning system and method |
7,235,964 |
31-Mar-03 |
|
inTEST Corporation |
Signal module |
D535,260 |
13-Jul-04 |
|
inTEST Corporation |
Signal module |
D528,989 |
13-Jul-04 |
|
inTEST Corporation |
Test head docking system and method |
7,109,733 |
16-Jul-01 |
|
inTEST Corporation |
Apparatus and method for balancing and for providing a compliant range to a test head |
7,084,358 |
20-Sep-01 |
| Registered Owner | Patent Name | Registration Number | Date of Registration |
|
inTEST Corporation |
Side supports with adjustable center of gravity |
6,975,105 |
20-Sep-00 |
|
TEMPTRONIC CORPORATION |
Apparatus for attachment of accessories to processing equipment |
10,578,237 |
12-Aug-16 |
|
TEMPTRONIC CORPORATION |
Temperature-controlled enclosures and temperature control system using the same |
10,060,668 |
13-Mar-07 |
|
TEMPTRONIC CORPORATION |
Temperature system having an impurity filter |
9,335,080 |
17-Oct-11 |
|
TEMPTRONIC CORPORATION |
Environmental test system and method eith in-situ temperature sensing of device under test (DUT) |
8,602,641 |
2-May-13 |
|
TEMPTRONIC CORPORATION |
Temperature-controlled enclosures and temperature control system using the same |
8,408,020 |
13-Mar-07 |
|
TEMPTRONIC CORPORATION |
Temperature-controlled enclosures and temperature control system using the same |
7,629,533 |
13-Mar-07 |
|
TEMPTRONIC CORPORATION |
High-flow cold air chiller (THERMONICS) |
7,603,871 |
29-Jun-06 |
|
TEMPTRONIC CORPORATION |
Method and apparatus for latent temperature control for a device under test (SIGMA) |
7,483,769 |
30-Jan-06 |
|
TEMPTRONIC CORPORATION |
Method and apparatus for latent temperature control for a device under test (SIGMA) |
6,993,418 |
2-Aug-02 |
|
TEMPTRONIC CORPORATION |
Workpiece xxxxx with temperature control assemble having spacers between layers providing clearance for thermoelectric modules |
6,886,347 |
10-Jul-03 |
|
TEMPTRONIC CORPORATION |
Workpiece xxxxx with temperature control assemble having spacers between layers providing clearance for thermoelectric modules |
6,745,575 |
11-Jul-02 |
|
TEMPTRONIC CORPORATION |
Apparatus and method for controlling temperature in a device under test using integrated temperature sensing diode |
6,552,561 |
20-Apr-01 |
|
TEMPTRONIC CORPORATION |
Apparatus and method for controlling temperature in a wafer using integrated temperature sensing diode |
6,545,494 |
10-Jul-00 |
|
Ambrell Corp |
Food heater |
10,206,250 |
20-Apr-06 |
|
Ambrell Corp |
Induction heating system |
9,554,423 |
25-Oct-12 |
|
Ambrell Corp |
Dynamic power balancing among multiple induction heater power units |
9,439,246 |
15-Mar-13 |
|
Ambrell Corp |
Power system component protection system for use with an induction heating system |
9,167,631 |
25-Aug-06 |
|
Ambrell Corp |
Food heater |
9,000,335 |
21-Apr-06 |
|
Ambrell Corp |
Induction heating systems and methods for producing an object having a varying hardness along the length of the object |
8,803,047 |
14-Jun-12 |
|
Ambrell Corp |
Portable food heater |
8,481,893 |
28-Aug-06 |
|
Ambrell Corp |
Power switching system to increase induction heating to a load from available AC mains power |
8,331,115 |
15-Nov-07 |
|
Ambrell Corp |
Automatic frequency compensation for pulse width modulated RF level control |
8,283,985 |
25-Aug-06 |
|
Ambrell Corp |
Constant phase angle control for frequency agile power switching systems |
8,269,532 |
10-Aug-06 |
|
Ambrell Corp |
High voltage full bridge circuit and method for operating the same |
7,995,362 |
15-Jun-06 |
|
Ambrell Corp |
Constant phase angle control for frequency agile power switching systems |
7,906,997 |
10-Aug-06 |
|
Ambrell Corp |
Radio frequency (RF) induction cooking food heater |
7,829,827 |
21-Apr-06 |
|
Ambrell Corp |
Portable food heater |
7,804,045 |
28-Aug-06 |
|
Ambrell Corp |
Power switching system to increase induction heating to a load from available AC mains power |
7,787,268 |
15-Nov-07 |
|
Ambrell Corp |
Automatic frequency compensation for pulse width modulated RF level control |
7,626,463 |
25-Aug-06 |
|
Ambrell Corp, BASF Corp |
Fast-drying, radiofrequency-activatable inkjet inks and methods and systems for their use |
7,520,600 |
1-Nov-04 |
|
Ambrell Corp |
Constant phase angle control for frequency agile power switching systems |
7,551,011 |
10-Aug-06 |
|
Ambrell Corp |
High voltage full bridge circuit and method for operating the same |
7,489,530 |
15-Jun-05 |
|
Ambrell Corp |
Electrode apparatus for stray field radio frequency heating |
6,995,345 |
18-Mar-02 |
|
Ambrell Corp |
Induction furnace for heating a workpiece in an inert atmosphere or vacuum |
6,861,629 |
9-May-02 |
Patent Applications
|
Registered Owner |
Patent Name |
Application Number |
Filing Date |
|
TEMPTRONIC CORPORATION |
Temperature forcing system and method with conductive thermal probes |
15/437861 |
21-Feb-17 |
|
TEMPTRONIC CORPORATION |
System and method for device under test cooling using digital scroll compressor |
15/947415 |
6-Apr-18 |
|
TEMPTRONIC CORPORATION |
Apparatus and method for controlling temperature at multiple test sites |
16/692334 |
22-Nov-19 |
Copyrights and Copyright Applications - None.
Material IP Licenses - None.
Schedule 10.20
Affiliate Transactions
None
Schedule 10.21(b)
Licenses
ITAR Registration – The iTS (inTEST Thermal Solutions) business unit has this registration because it sells certain products to customers in the defense/aerospace industries.
Schedule 10.21(c)
Operating Agreements
None.
Schedule 10.21(d)
Addresses
|
Entity |
Locations |
|
inTEST Corporation |
Chief Executive Xxxxxx 000 Xxxx Xxxx Xxxxx Xxxxx 000, Xxxxx Xxxxxx, XX 00000 Other Places of Business 00 Xxxxxxx Xx, Xxxxxxxxx, XX 00000 Books / Inventory and Equipment 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxxx, XX 00000 |
|
Ambrell Corporation |
Chief Executive Office 0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 Other Places of Business / Books / Inventory and Equipment 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxxx, XX 00000 Other Location Where Books Are Held Previous Address (No Longer Used) |
|
inTEST Silicon Valley Corporation |
Chief Executive Xxxxxx 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 Other Places of Business / Books / Inventory and Equipment 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxxx, XX 00000 Other Location Where Books Are Held |
|
TEMPTRONIC CORPORATION |
Chief Executive Xxxxxx 00 Xxxxxxx Xx, Xxxxxxxxx, XX 00000 Other Places of Business / Books / Inventory and Equipment 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxxx, XX 00000 Other Location Where Books Are Held |
|
inTEST EMS, LLC |
Chief Executive Xxxxxx 000 Xxxx Xxxx Xxxxx Xxxxx 000, Xxxxx Xxxxxx, XX 00000 Other Places of Business / Books / Inventory and Equipment 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxxx, XX 00000 |
|
Videology Imaging Corporation |
37M Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 |
Schedule 10.21(e)
Leases
|
Lease Description |
Landlord |
Locations |
|
Lease Agreement between Exeter 000 Xxxx Xxxx, LLC and the Company dated May 10, 0000 |
Xxxxxx 000 Xxxx Xxxx 0000 LLC Exeter Property Group 000 Xxxx Xxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 |
000 Xxxx Xxxx Xxxxx Xxxxx 000 Xxxxx Xxxxxx, XX 00000 |
|
Second Amendment to Lease between Xxxxx Xxxxxxxx Company, LLC and TEMPTRONIC CORPORATION dated April 8, 2019 |
Xxxxx Xxxxxxxx Company, LLC 000 Xxxxxxxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxxxx, XX 00000-0000 |
00 Xxxxxxx Xx Xxxxxxxxx, XX 00000 |
|
Lease Agreement between Xxxxxxx Family Properties, Inc. and Ambrell Corporation dated December 19, 2017 |
Xxxxxxx Family Properties Inc. 000 Xxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000 |
0000 Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxx 00000 |
|
Second Amendment to Standard Lease Agreement, dated January 23, 2020, by and between inTEST Silicon Valley Corporation and Fremont Business Center, LLC |
Fremont Business Center LLC c/o CIP Real Restate 00000 XxxXxxxxx Xxxx., Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000-0000 |
00000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 |
Schedule 10.24
Subordinated Indebtedness
None.
Schedule 12.1
Existing Indebtedness
None.
Schedule 12.2
Loans
None.
Schedule 12.3
Permitted Investments
Schedule 10.3 is hereby incorporated by reference.
Schedule 12.7
Liens
None.
