Loan Amendment Approval Letter between Orange County Business Bank and Willdan Group, Inc. (June 26, 2006)

Summary

Orange County Business Bank has approved amendments to two loans with Willdan Group, Inc. The amendments allow Willdan and its subsidiaries to convert from Sub-S to C Corporations and permit public stock ownership, both contingent on the company completing its Initial Public Offering (IPO). These changes are subject to Willdan's continued compliance with all loan covenants and a legal review by the bank to determine if further amendments are needed after the IPO.

EX-10.22 4 a2173677zex-10_22.htm EXHIBIT 10.22
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Exhibit 10.22

[Orange County Business Bank Logo]

June 26, 2006

Mr. Roy Gill, Vice President
The Willdan Group of Companies
2401 East Katella, Ste #300
Anaheim, CA 92806

Dear Mr. Gill,

In further response to your letter dated March 29, 2006, Orange County Business Bank has approved additional amendments to the loan documents that pertain to Loan #10174420 and Loan #10274428.

1.
Loan amendment is approved to convert Willdan Group, Inc. and all subsidiaries from Sub-S Corporations to C Corporations when the company completes its Initial Public Offering.

2.
Loan amendment is approved to permit public ownership of stock contingent upon Willdan Group, Inc. becoming a public company.

The preceding amendments will be contingent upon the Willdan Group, Inc. remaining in compliance with all financial and performance covenants and legal review by Orange County Business Bank of loan documents to see if other amendments may be required as a result of the company's Initial Public Offering.

Please let me know if you have any questions.

Sincerely,

/s/  NIC GOERES      
Nic Goeres
Vice President
Senior Relationship Manager
  /s/  CHUCK TULLOH      
Chuck Tulloh
Executive Vice President
Chief Credit Officer



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    Exhibit 10.22