I. RECITALS:Nde Environmental Corp • November 14th, 1996 • Services-testing laboratories • New York
EXHIBIT 10.45 Note, Preferred Stock and Warrant Purchase Agreement Dated as of December 23, 1997Security Agreement • April 15th, 1998 • Tanknology Nde International Inc • Services-testing laboratories • Delaware
AMENDMENT NO. 5 TO LOAN AGREEMENT DATED OCTOBER 25, 1996 BY AND BETWEEN TANKNOLOGY-NDE INTERNATIONAL, INC., TANKNOLOGY/NDE CORPORATION, TANKNOLOGY-NDE CONSTRUCTION SERVICES, INC., PROECO, INC. AND 2368692 CANADA, INC. AND BANK ONE, TEXAS, N.A.Loan Agreement • April 1st, 1999 • Tanknology Nde International Inc • Services-testing laboratories • Texas
AMENDMENT NO. 6 TO LOAN AGREEMENT DATED OCTOBER 25, 1996 BY AND BETWEEN TANKNOLOGY-NDE INTERNATIONAL, INC., TANKNOLOGY/NDE CORPORATION, TANKNOLOGY-NDE CONSTRUCTION SERVICES, INC., PROECO, INC. AND 2368692 CANADA, INC. AND BANK ONE, TEXAS, N.A.Loan Agreement • May 17th, 1999 • Tanknology Nde International Inc • Services-testing laboratories • Texas
ARTICLE I. DEFINITIONSPledge and Security Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Texas
TERM NOTENde Environmental Corp • November 12th, 1996 • Services-testing laboratories
EXHIBIT 10.9 STANDBY COMMITMENT This STANDBY COMMITMENT (this "Agreement") is made as of this 25th day of October, 1996, by and among Proactive Partners, L.P., a California limited partnership (the "Stockholder"); NDE Environmental Corporation, a...Warrant Purchase Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Ohio
Exhibit 99.2 AMENDMENT NO. 2 TO LOAN AGREEMENT DATED OCTOBER 25, 1996 BY AND BETWEEN NDE ENVIRONMENTAL CORPORATION, TANKNOLOGY/NDE CORPORATION, USTMAN INDUSTRIES, INC., PROECO, INC. AND TANKNOLOGY CANADA (1988) INC. AND BANK ONE, TEXAS, N.A.Loan Agreement • June 6th, 1997 • Nde Environmental Corp • Services-testing laboratories • Texas
Exhibit 10.67 THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT This Agreement is the Third Amendment to the Stock Purchase Agreement, dated October 7, 1996, (the "Stock Purchase Agreement") by and between Tanknology-NDE International, Inc. (formerly known...Stock Purchase Agreement • April 1st, 1999 • Tanknology Nde International Inc • Services-testing laboratories
1 STOCK PURCHASE AGREEMENT BY AND BETWEEN NDE ENVIRONMENTAL CORPORATION AND TANKNOLOGY ENVIRONMENTAL, INC. DATED AS OF OCTOBER 7, 1996Stock Purchase Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Texas
REVOLVING NOTENde Environmental Corp • November 12th, 1996 • Services-testing laboratories
EXHIBIT 10.10 NDE ENVIRONMENTAL CORPORATION SHAREHOLDER AGREEMENTNde Environmental Corp • November 12th, 1996 • Services-testing laboratories • Ohio
STOCK PURCHASE AGREEMENT Dated as of August 7, 1998 By and Between TANKNOLOGY- NDE INTERNATIONAL, INC., OUTBOUND SERVICES, INC.,Stock Purchase Agreement • November 13th, 1998 • Tanknology Nde International Inc • Services-testing laboratories • Texas
LOAN AGREEMENT REVOLVING LINE OF CREDIT OF UP TO $5,000,000.00 AND TERM LOAN OF $6,000,000.00 FROMLoan Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Texas
Exhibit 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 6th, 1997 • Nde Environmental Corp • Services-testing laboratories • Texas
Exhibit 10.68 AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT This Amendment No. 2 to the Employment Agreement ("Amendment No. 2"), effective as of January 1, 1999, is entered into by and between Tanknology-NDE International, Inc., a Delaware corporate...The Employment Agreement • April 1st, 1999 • Tanknology Nde International Inc • Services-testing laboratories
This Amendment No. 2 to the Employment Agreement ("Amendment No. 2"), effective as of January 1, 1999, is entered into by and between Tanknology-NDE International, Inc., a Delaware corporate (the "Company") and A. Daniel Sharplin (the "Executive"). Capitalized terms used herein but not defined herein shall have the meaning assigned to them in the Employment Agreement (the "Employment Agreement"), dated as of July 1, 1997, by and between the Company and the Executive.
EXHIBIT 4.6 TANKNOLOGY-NDE INTERNATIONAL, INC. STOCK OPTION AGREEMENT FOR 1995 INCENTIVE PLAN FOR NON-MANAGEMENT EMPLOYEES Tanknology-NDE International, Inc., a Delaware Corporation (the "Company"), hereby grants this *** day of ****, 199**, to *****...Stock Option Agreement • October 8th, 1998 • Tanknology Nde International Inc • Services-testing laboratories • Delaware
2 TABLE OF CONTENTS SECTION 1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 1 SECTION 2. REGISTRATION RIGHTS . . . . . . . . . . . . . . . . . . . 3 2.1. Demand Registration. . . . . . . . . . . . . . . . . . . 3 2.2. "Piggyback"...Registration Rights Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Ohio
i 3 PREEMPTIVE RIGHTS AGREEMENTPreemptive Rights Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Ohio
i 3 SECURITY AGREEMENT - PLEDGE OF SUBSIDIARY STOCKSecurity Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Ohio
NDE ENVIRONMENTAL CORPORATION CO-SALE AGREEMENT DATED AS OF OCTOBER 25, 1996 2 TABLE OF CONTENTSSale Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Ohio
W I T N E S S E T H:Note, Preferred Stock and Warrant Purchase Agreement • April 1st, 1999 • Tanknology Nde International Inc • Services-testing laboratories • Delaware
EXHIBIT 10.3 NDE ENVIRONMENTAL CORPORATION, TANKNOLOGY/NDE CORPORATION, USTMAN INDUSTRIES, INC., PROECO, INC., AND TANKNOLOGY CANADA (1988), INC. SECURITY AGREEMENT - PERSONAL PROPERTY DATED AS OF OCTOBER 25, 1996 2 TABLE OF CONTENTSSecurity Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Ohio
EXHIBIT 4.5 TANKNOLOGY-NDE INTERNATIONAL, INC. Non-Qualified Stock Option Agreement Tanknology-NDE International, Inc., a Delaware Corporation (the "Company"), hereby grants this ***** day of *******, 199*, to ********, an option to purchase a maximum...Tanknology Nde International Inc • October 8th, 1998 • Services-testing laboratories • Delaware
Exhibit 99.4 PLEDGE OF CERTIFICATE OF DEPOSIT This Pledge of Certificate of Deposit is entered into effective May 20, 1997, by and between BANK ONE, TEXAS, N.A., a national banking association, 910 Travis, Houston, Texas 77002 ("Secured Party") and...Nde Environmental Corp • June 6th, 1997 • Services-testing laboratories
EXHIBIT 10.5 NDE ENVIRONMENTAL CORPORATION PUT OPTION AGREEMENT DATED AS OF OCTOBER 25, 1996 2 TABLE OF CONTENTSPut Option Agreement • November 12th, 1996 • Nde Environmental Corp • Services-testing laboratories • Ohio
