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AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT

Shareholder Agreement
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT | Document Parties: EAGLE TEST SYSTEMS, INC. | TA IX L.P. | TA/ATLANTIC AND PACIFIC IV L.P. | TA STRATEGIC PARTNERS FUND A L.P. | TA STRATEGIC PARTNERS FUND B L.P | TA INVESTORS LLC | TA SUBORDINATED DEBT FUND, L.P. You are currently viewing:
This Shareholder Agreement involves

EAGLE TEST SYSTEMS, INC. | TA IX L.P. | TA/ATLANTIC AND PACIFIC IV L.P. | TA STRATEGIC PARTNERS FUND A L.P. | TA STRATEGIC PARTNERS FUND B L.P | TA INVESTORS LLC | TA SUBORDINATED DEBT FUND, L.P.

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Title: AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Date: 2/7/2006

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT, Parties: eagle test systems inc. , ta ix l.p. , ta/atlantic and pacific iv l.p. , ta strategic partners fund a l.p. , ta strategic partners fund b l.p , ta investors llc , ta subordinated debt fund l.p.
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Exhibit 10.27

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT

     This Amendment No. 1 to the Stockholders Agreement, dated as of February 6, 2006 (this “ Amendment ”), hereby amends that certain Stockholders Agreement, dated as of September 30, 2003 (the “ Stockholders Agreement ”), by and among Eagle Test Systems, Inc., an Illinois corporation (the “ Company ”), the Existing Shareholders named therein and the Investors named therein. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Stockholders Agreement.

W I T N E S S E T H :

     WHEREAS, the parties hereto desire to amend the Stockholders Agreement.

     WHEREAS, the Stockholders Agreement may be amended pursuant to the written consent of the Company and a Majority Interest of the Investors.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

     1. Section 7.12(a) of the Stockholders Agreement is hereby amended by deleting the words “diminution in value,” in the first sentence thereof.

     2.  Ratification of Agreement . The Stockholders Agreement, as amended by this Amendment, is hereby ratified, approved and confirmed in each and every respect. Except as spec


 
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