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
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 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 referred to
herein as "Subsidiary Borrowers", and Subsidiary Borrowers and
Parent are sometimes individually referred to herein as a
"Borrower" and collectively referred to herein as `Borrowers"),
the financial institutions from time to time parties hereto as
Lenders, whether by execution hereof or an Assignment and
Acceptance in accordance with Section 11.5 (c) of the Agreement,
and Comerica Bank, in its capacity as contractual representative
for itself and the other Lenders ('Agent"), with reference to the
following facts:
A. Borrowers, Agent and Lenders are parties to that
certain Revolving Credit Agreement, dated as of November 21, 2001,
as amended by that certain Amendment Number One to Revolving
Credit Agreement, dated as of July 17, 2002, that certain
Amendment Number Two to Revolving Credit Agreement, dated as of
November 25, 2002, that certain Amendment Number Three to
Revolving Credit Agreement, dated as of July 21, 2003, that
certain Amendment Number Four to Revolving Credit Agreement, dated
as of July 30, 2004, that certain Amendment Number Five to
Revolving Credit Agreement, dated as of July 1, 2005, that certain
Amendment Number Six to Revolving Credit Agreement, dated as of
March 29, 2006, and that certain Amendment Number Seven to
Revolving Credit Agreement, dated as of September 21, 2006 (as so
amended, the "Agreement');
B. Borrowers and Agent, in its capacity as Agent for the
Lenders, entered into that certain Security Agreement, dated as of
November 21, 2001 (the "Security Agreement');
C. Borrowers, Agent and Lenders desire to further amend
the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the
parties hereto hereby agree as follows:
1. Defined Terms. All initially capitalized terms used
but not defined herein shall have the meanings assigned to such
terms in the Agreement.
2. Amendments to the Agreement.
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2.1 Definitions.
(a) The following definitions set forth in Section
1.1 of the Agreement are hereby amended in their entirety as
follows:
"Revolving Loans Maturity Date" means February 1, 2009.
3. Conditions Precedent to Effectiveness of Amendment.
The effectiveness of this Amendment is subject to and contingent
upon the fulfillment of each and every one of the following
conditions:
(a) Agent shall have received this Amendment, duly
executed by Borrowers and all Lenders;
(b) No Event of Default, Unmatured Event of Default
or Material Adverse Effect shall have occurred; and
(c) All of the representations and warranties set
forth herein, in the Loan Documents and in the Agreement shall be
true, complete and accurate in all respects as of the date hereof
(except for representations and warranties which are expressly
stated to be true and correct as of the Closing Date).
4. Representations and Warranties. In order to induce
Agent and Lenders to enter into this Amendment, each Borrower
hereby represents and warrants to Agent and Lenders that:
(a) No Event of Default or Unmatured Event of
Default is continuing;
(b) All of the representations and warranties set
forth in the Agreement and the Loan Documents are true, complete
and accurate in all respects (except for representations and
warranties which are expressly stated to be true and correct as of
the Closing Date); and
(c) This Amendment has been duly executed and
delivered by Borrowers, and after giving effect to this Amendment,
the Agreement and the Loan Documents continue to constitute the
legal, valid and binding agreements and obligations of Borrowers,
enforceable in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency, and
similar laws and equitable principles affecting the enforcement of
creditors' rights generally.
5. Counterparts; Telefacsimile Execution. This Amendment
may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which,
when taken together, shall constitute but one and the same
Amendment. Delivery of an executed counterpart of this Amendment
by telefacsimile shall be equally as effective as delivery of a
manually executed counterpart of this Amendment. Any party
delivering an executed counterpart of this Amendment by
telefacsimile also shall deliver a manually executed counterpart
of this Amendment but the failure to deliver a manually executed
counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.
6. Integration. The Agreement as amended by this
Amendment constitutes the entire agreement and understanding
between the parties hereto with respect to the subject matter
hereof and thereof, and supersedes any and all prior agreements
and understandings, oral or written, relating to the subject
matter hereof
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and thereof
7. Reaffirmation of the Agreement. The Agreement as
amended hereby and the other Loan Documents remain in fall force
and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Amendment as of the date first hereinabove
written.
NATIONAL TECHNICAL SYSTEMS, INC.
By:
Lloyd Blonder, Senior
Vice President, Finance,
Treasurer and
Assistant Secretary
NTS TECHNICAL SYSTEMS dba NATIONAL
TECHNICAL SYSTEMS
By:
Lloyd Blonder, Senior
Vice President,
Finance, Treasurer and
Assistant Secretary
XXCAL, INC.
By:
Lloyd Blonder, Vice
President, Treasurer and
Assistant Secretary
APPROVED ENGINEERING TEST
LABORATORIES, INC.
By:
Lloyd Blonder, Vice
President, Treasurer and
Assistant Secretary
ETCR, INC.
By:
Lloyd Blonder, Vice
President, Treasurer and
Assistant Secretary
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ACTON ENVIRONMENTAL TESTING
CORPORATION
By:
Lloyd Blonder, Vice
President, Treasurer and
Assistant Clerk
PHASE SEVEN LABORATORIES, INC.
By:
Lloyd Blonder, Vice
President, Treasurer and
Assistant Secretary
COMERICA BANK, in its capacities as
Agent, Issuing Lender and a Lender
By:
Vahe S. Medzoyan,
Vice President
FIRST BANK & TRUST, in its capacity
as a Lender
By:
Name: Bake Seaton
Title: Vice President
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