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
