1
EXHIBIT 10.9
May 16, 2000
MR. VINCENT SHUNSKY, TREASURER
INTEGRAL VISION, INC.
38700 Grand River Avenue
Farmington Hills, Michigan 48335
Dear Vince:
We are pleased to inform you that National City Bank of Michigan/Illinois has
approved a Working Capital Line of Credit in favor of Integral Vision, Inc. in
accordance with the terms and subject to the conditions set forth in this
Commitment Letter.
BORROWER: Integral Vision, Inc.
38700 Grand River Avenue
Farmington Hills, MI 48335
AMOUNT: One Million and No/100 Dollars ($1,000,000.00)
PURPOSE: To provide for working capital needs
EFFECTIVE DATE: Date of Closing; after field exam audit of receivables
MATURITY: Demand
FEE: 1%, or $10,000
INTEREST: National City Bank of Michigan/Illinois Prime Base Rate plus
1-1/2% (10.5% at 05/16/00)
REPAYMENT TERMS: Monthly interest-only payments; principal on demand
ADVANCE RATE: 65% of Accounts Receivable less than 90 days old;
eligible foreign receivables to be supported by acceptable
letter of credit; if 25% of any particular customer's
receivables become ineligible, then all of that customer's
receivables become ineligible. The Weltronic/Technitron
Corporation Promissory Note proceeds will be remitted directly
to National City Bank to pay down the line of credit,
subsequent to which Integral Vision, at its option and based
upon the availability under the advance formula, may draw
under the line of credit.
COLLATERAL: Accounts Receivable, Inventory, Machinery & Equipment,
Integral Vision Common Stock Market-Valued at $250,000; Direct
Assignment of Weltronic/Technitron Corporation Promissory Note
Any indebtedness incurred by Integral Vision, Inc. for loans made pursuant to
this Commitment is subject to the terms and conditions of a Security Agreement,
Promissory Note, and any other
2
INTEGRAL VISION, INC.
MAY 16, 2000
PAGE 2 OF 3
documents that we may deem necessary to be executed to evidence and secure
payment of any indebtedness pursuant to this Commitment.
In addition to the terms and conditions outlined above, National City Bank will
require the following:
(1) Borrower will provide within 90 days after its year-end,
independent, CPA-audited financial statements; 30 days after its
quarter-end, and 15 days after its month-end, management-compiled
financial statements. Year-end tax returns will also be prepared by an
independent CPA.
(2) No additional debt, with the exception of operating lease
commitments, nor investments shall be encumbered nor made without prior
written notice to the Bank.
(3) Annual field audit of accounts receivable to be conducted by
National City Bank Secured Credit Department personnel.
If any information contained in the Commercial Loan application is incorrect,
this offer is null and void at the discretion of NCB. This commitment is further
conditioned upon the Borrower maintaining a financial condition satisfactory to
NCB.
This letter constitutes the entire agreement between the parties. Any and all
prior or contemporaneous oral or written agreements, understandings, statements,
customs or practices among any of the parties pertaining to the transactions
contemplated herein are merged herein. No party has made any representations,
warranties or inducements, expressed or implied, to any other party, except as
expressly set forth herein. The terms of this letter cannot be modified in any
way except by a future amendment in writing signed by NCB and the Borrower.
Sincerely,
NATIONAL CITY BANK OF MICHIGAN/ILLINOIS
/S/ BRUCE R. DAVIS
BRUCE R. DAVIS
Vice President
Commercial Loan Department
ACCEPTED BY: INTEGRAL VISION, INC.
By: /S/ VINCENT SHUNSKY
-----------------------------
Its: Treasurer
--------------------------------------------