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EXHIBIT 2.2(b)
GLOBAL AGREEMENT
BY AND AMONG
NATIONAL TECHTEAM, INC.,
GE TECHTEAM, L.P.,
SUPPORT CENTRAL, L.L.C. AND
GE WARRANTY MANAGEMENT, INC.
AS OF AUGUST 22, 2000
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This Global Agreement is dated as of August 22, 2000, by and among
National TechTeam, Inc., a Delaware Corporation, GE Warranty Management, Inc., a
Illinois corporation, Support Central, L.L.C., a Kentucky limited liability
company, and GE TechTeam, L.P., a Delaware limited partnership (collectively
referred to as "the Parties").
WHEREAS, on or about October 1997, National TechTeam, Inc. and GE Warranty
Management, Inc. commenced a joint venture relationship to conduct call center
services;
WHEREAS, National TechTeam, Inc. and GE Warranty Management, Inc. recognize that
the relationship is not meeting either party's expectations, and it is time to
restructure the relationship, especially considering GE's broader efforts to
sell a majority interest in its retail service contract sales operation;
WHEREAS, the business of the joint venture is conducted through a limited
partnership, GE TechTeam, L.P., (the "L.P.", formerly known as Support Central,
L.P.), with the general partner of the L.P. being Support Central, L.L.C. (the
"L.L.C.");
WHEREAS, National TechTeam, Inc. ("Seller") owns a 47% stake in the L.P.
("Seller's Partnership Interest"), and a 49% stake in the L.L.C. ("Seller's
Membership Interest");
WHEREAS, Seller wishes to sell its Seller's Partnership Interest in the L.P. and
its Seller's Membership Interest in the L.L.C. to GE Warranty Management,
Inc.["Purchaser"], and Purchaser wishes to purchase Seller's Partnership
Interest and Seller's Membership Interest;
WHEREAS, Purchaser has been involved in and is familiar with the business of the
L.P. and L.L.C.; and
WHEREAS, the management team of the L.L.C. is employed by General Electric
Company ("GE"), including the Managing Director and certain of the other sales,
general and administrative management positions, such as CFO and Controller.
Accordingly, GE has access to and control of the information necessary to
conduct due diligence and assess this transaction;
Wherefore, the parties agree as follows:
ARTICLE 1
EQUITY INTEREST TO BE TRANSFERRED
1.1 Upon the terms and subject to the conditions of this Agreement, at the
closing (the "Closing"), Seller shall convey and transfer to Purchaser its 49%
Seller's Membership Interest in the L.L.C.
1.2 On the closing date (the "Closing Date") the Seller shall convey and
transfer its 47% Seller's Partnership Interest in the L.P. to Purchaser.
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1.3 In consideration for the transfer of Seller's Partnership Interest and
Seller's Membership Interest, Purchaser shall on the Closing Date transfer the
total purchase price of One Million Three Hundred Eight Thousand Dollars
($1,308,000.00) (the "Equity Purchase Price") by wire transfer of immediately
available U.S. federal funds to an account designated by Seller.
1.4 The Parties agree that, after the Closing Date, they will cooperate with
each other by executing and delivering to one another such additional
instruments or documents, and take such further action as a party may reasonably
requests, and as may be necessary to effectuate the terms of this Agreement.
ARTICLE 2
SALE AND PURCHASE OF ASSETS
2.1 Upon the terms and subject to the conditions of this Agreement, at the
Closing, Seller shall sell, transfer, convey, assign and deliver (or cause to be
sold, transferred, conveyed, assigned and delivered) to the L.P., and L.P. shall
purchase, accept and acquire from Seller, all of the right, title and interest
of Seller in and to the Purchased Assets. "Purchased Assets" shall mean the
plant, property and equipment set forth on Schedule 2.1 attached hereto. Except
as indicated on Schedule 2.1, the Purchased Assets will be sold free and clear
of all mortgages, deeds of trust, liens, pledges, charges, security interests,
contractual restrictions, claims or encumbrances of any kind or character
(collectively, "Encumbrances").
2.2 In consideration for the Purchased Assets, the L.P. shall pay to Seller
the purchase price of Four Hundred Forty Two Thousand Dollars ($442,000) (the
"Asset Purchase Price") at the Closing by wire transfer of immediately available
U.S. federal funds to an account designated by Seller.
2.3 At the Closing, Seller shall deliver to the L.P. a Bill of Sale and
Assignment Agreement substantially in the form of Exhibit E attached hereto (the
"Bill of Sale"), and such other instruments of assignment, conveyance and
transfer, as shall be necessary to vest in the L.P. good and marketable title to
the Purchased Assets free and clear of all Encumbrances except as otherwise
disclosed on Schedule 2.1 in accordance herewith. Seller further agrees that,
from and after the Closing, it will execute and deliver to the L.P. such
additional instruments and documents and take such further action as the L.P.
may reasonably request in order to more fully vest, evidence, record and/or
perfect the L.P.'s title to, or interest in, the Purchased Assets.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller as follows:
3.1 Access to Documents
Purchaser covenants and agrees that it has access to all pertinent records,
documents and information of the L.P. and L.L.C. necessary to perform due
diligence with respect to the L.P. and the L.L.C.
3.2 Organization and Good Standing
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Illinois with all requisite power and authority
to carry on its business as now being conducted, and is duly qualified and in
good standing in every jurisdiction in which the property it is purchasing is
located, or the nature of the business conducted by it makes qualification
necessary.
3.3 Authority; Enforceability
Purchaser has the full power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by Purchaser, and no other
proceedings on the part of Purchaser are necessary to authorize the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
Purchaser. This Agreement constitutes a valid and binding obligation of
Purchaser enforceable against Purchaser in accordance with its terms subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights generally and to general
principles of equity.
3.4 Guaranty of Lease Assignments
Purchaser guarantees that during the continuance of the term of Real Property
Leases listed in Schedule 2.1, the obligations of which have been assumed by the
L.P. under written agreement, the L.P. will pay the rents and perform the
covenants, conditions and stipulations in said leases to be performed by the
lessee and indemnify the Seller against all actions, claims, and demands
whatsoever in respect of the said rents, covenants, conditions, and
stipulations, or anything relating thereto. This obligation shall commence for
each Lease Assignment as of its applicable effective date and does not apply for
Seller's negligence or willful misconduct prior to those dates.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
4.1 Organization and Good Standing of Seller
Seller is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware with all requisite power and authority
to lease its properties and to carry on its business as now being conducted, and
is duly qualified and in good standing in every jurisdiction in which the
property owned, leased or operated by it or the nature of the business conducted
by it makes qualification necessary.
4.2 Access to Documents
Seller covenants and agrees that it has access to all pertinent records,
documents and information of the L.P. and L.L.C. necessary to perform due
diligence with respect to the L.P. and the L.L.C.
4.3 Ownership of Seller's Partnership Interest
Seller is the record and beneficial owner of, and has good and valid title to
the Seller's Partnership Interest free and clear of all mortgages, liens,
pledges, security interests, encumbrances or other third party interests of any
nature whatsoever. The outstanding Seller's Partnership Interest of the L.P. is
legally and validly issued, fully paid and nonassessable. Seller has not
granted, issued or entered into any subscriptions, options, warrants, rights or
other agreements of any kind granting to any person any interest in or right to
acquire at any time, or upon the happening of any stated event, all or any part
of any of the Seller's Partnership Interest or any interests therein. As of the
date of this Agreement and immediately prior to the transfer of the Seller's
Partnership Interest hereunder, Seller is and shall be the sole legal and
beneficial owner of the Seller's Partnership Interest and all associated capital
accounts. Except as set forth on Schedule 4.3, there are no legal,
administrative, arbitration or other proceedings, claims or actions of any
nature pending against Seller or the L.P. as of the date hereof, and, to the
knowledge of Seller, there has not been threatened any such proceeding, claim or
action which seeks to prohibit, restrict or restrain the consummation of the
transactions contemplated by this Agreement.
4.4 Ownership of Seller's Membership Interest
Seller is the record and beneficial owner of, and has good and valid title to
the Seller's Membership Interest free and clear of all mortgages, liens,
pledges, security interests, encumbrances or other third party interests of any
nature whatsoever. The outstanding Seller's Membership Interest of the L.L.C. is
legally and validly issued, fully paid and nonassessable. Seller has not
granted, issued or entered into any subscriptions, options, warrants, rights or
other agreements of any kind granting to any person any interest in or right to
acquire at any time, or upon the happening of any stated event, all or any part
of any of the Seller's Membership Interest or any interests therein. As of the
date of this Agreement and immediately prior to the transfer of the Seller's
Membership Interest hereunder, Seller is and shall be the sole legal and
beneficial owner of the Seller's Membership Interest and all associated capital
accounts. Except as set forth on Schedule 4.4, there are no legal,
administrative, arbitration or other proceedings, claims or actions of any
nature pending against Seller or the L.L.C. as of the date hereof, and, to the
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knowledge of Seller, there has not been threatened any such proceeding, claim
or action which seeks to prohibit, restrict or restrain the consummation of the
transactions contemplated by this Agreement.
4.5 Title to Purchased Assets
Seller has good and valid title to the Purchased Assets, free and clear of all
Encumbrances.
4.6 Authority; Enforceability
Seller has the full power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by Seller, and no other
proceedings on the part of Seller are necessary to authorize the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
Seller. This Agreement constitutes a valid and binding obligation of Seller
enforceable against Seller in accordance with its terms subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights generally and to general principles of
equity.
4.7 As Is Sale
EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 4, THE PURCHASED ASSETS ARE SOLD
TO THE L.P. "AS IS, WHERE IS" AND SELLER DISCLAIMS ANY AND ALL WARRANTIES AND
REPRESENTATIONS WITH REGARD TO THE PURCHASED ASSETS, THIS AGREEMENT OR THE
RELATED DOCUMENTS (WHETHER EXPRESS OR IMPLIED), INCLUDING WITHOUT LIMITATION (a)
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
AND (b) ANY WARRANTY OF QUALITY, FUNCTIONALITY, OPERABILITY, USE OR PERFORMANCE
OF THE PURCHASED ASSETS. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL
SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
WHATSOEVER ARISING OUT OF OR RELATING TO THE PURCHASED ASSETS, THIS AGREEMENT OR
THE RELATED DOCUMENTS.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF L.P.
5.1 Organization of the L.P.
The L.P. is a Limited Partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware with all requisite power and
authority to lease its properties and to carry on its business as now being
conducted, and is duly qualified and in good standing in every jurisdiction in
which the property owned, leased or operated by it or the nature of the business
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conducted by it makes qualification necessary. The outstanding Partnership
Interest of L.P. are legally and validly issued, fully paid and nonassessable.
5.2 Access to Documents
L.P. covenants and agrees that it has access to all pertinent records, documents
and information necessary to perform due diligence with respect to this
Agreement.
5.3 Access to Purchased Assets.
L.P. has possession of the Purchased Assets, and thus, L.P. has had free and
full access to the Purchased Assets, in order to make such investigations and
inspections as it shall reasonably desire of the Purchased Assets.
5.4 Authority; Enforceability
L.P. has the full power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by L.P., and no other proceedings
on the part of L.P. are necessary to authorize the execution, delivery and
performance of this Agreement and the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by L.P. This
Agreement constitutes a valid and binding obligation of L.P. enforceable against
L.P. in accordance with its terms subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights generally and to general principles of equity.
5.5 L.P. has not granted, issued or entered into any subscriptions, options,
warrants, or right to acquire at any time, or upon the happening of any stated
event, all or any part of any partnership interests therein.
5.6 L.P. agrees to delete TechTeam from its name within thirty (30) days of
the Closing Date.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF L.L.C.
6.1 Organization of the L.L.C.
The L.L.C. is a Limited Liability Company duly organized, validly existing and
in good standing under the laws of the Commonwealth of Kentucky with all
requisite power and authority to lease its properties and to carry on its
business as now being conducted, and is duly qualified and in good standing in
every jurisdiction in which the property owned, leased or operated by it or the
nature of the business conducted by it makes qualification necessary.
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6.2 Access to Documents
L.L.C. covenants and agrees that it has access to all pertinent records,
documents and information necessary to perform due diligence with respect to
this Agreement.
6.3 Authority; Enforceability
L.L.C. has the full power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by L.L.C., and no other
proceedings on the part of L.L.C. are necessary to authorize the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
L.L.C. This Agreement constitutes a valid and binding obligation of L.L.C.
enforceable against L.L.C. in accordance with its terms subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights generally and to general principles of
equity.
6.4 L.L.C. has not granted, issued or entered into any subscriptions, options,
warrants, or right to acquire at any time, or upon the happening of any stated
event, all or any part of any membership interests therein.
ARTICLE 7
MUTUAL RELEASE OF CLAIMS
Effective on the Closing Date, except for (i) any amounts due under the
agreements listed on Schedule 7 (and amendments thereto) and (ii) the
obligations of the Parties under this Agreement and under the Exhibits to this
Agreement, Seller, Purchaser, the L.L.C., and the L.P. on their own behalf and
on behalf of their partners, shareholders, subsidiaries and affiliates, hereby
mutually release, acquit, and forever discharge each other, together with each
other's agents, employees, attorneys, insurers, parents, subsidiaries and
affiliates, successors, heirs and assigns, of and from any and all claims,
causes, debts, liabilities, obligations, charges, security interests in real or
personal property, or causes of action of any kind or nature, known or unknown,
suspected or unsuspected, contingent or liquidated, at law or in equity
(including, by way of example but not limitation, any subsequent tax liability,
any charges after the Closing Date for a time period before the Closing Date,
including any party's modification of financial statements or pending bills, any
claims in connection with subsequent transactions relating to GE's efforts to
sell its retail service contract sales operation or any claim to any recovery
from Gateway) arising or accruing from facts or circumstances in existence as on
or before the date of this Agreement.
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ARTICLE 8
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
Each and every obligation of Purchaser to be performed on the Closing Date shall
be subject to the prior satisfaction of the following conditions:
8.1 Truth of Representations and Warranties
The representations and warranties made by Seller in this Agreement or given on
its behalf, shall be true in all material respects on and as of the Closing Date
(except for representations and warranties made with respect to a specific date
other than the Closing Date which shall be true in all material respects on and
as of such date) with the same effect as though the representations and
warranties had been made or given on and as of the Closing Date.
8.2 Accuracy of All Statements Made by Seller
No statement, certificate, schedule or exhibit furnished or to be furnished by
or on behalf of Seller pursuant to this Agreement, contains or shall contain any
untrue statement of material fact or omits or shall omit a material fact
necessary to make the statement contained not misleading.
8.3 Compliance With Covenants
Seller shall have performed and complied with all its obligations under this
Agreement which are to be performed or complied with by it prior to or on the
Closing Date.
8.4 Conveyance of Seller's Membership Interest
Purchaser shall have received from the Seller a duly executed Conveyance of
Seller's Membership Interest to Purchaser, in the form of Exhibit A, attached
hereto.
8.5 Conveyance of Seller's Partnership Interest
Purchaser shall have received from the Seller a duly executed Conveyance of
Seller's Partnership Interest to Purchaser, in the form of Exhibit B, attached
hereto.
8.6 Assignment of Software Licenses to the L.P.
Seller shall take all actions necessary, other than payment of substantial
amounts of money, to assign or cause the assignment of software and licenses set
forth on Schedule 2.1 to the L.P.
8.7 Amendment to Technical Staffing Services Agreement
Purchaser shall have received from the Seller a duly executed Amendment to
Technical Staffing Agreement, dated October 1, 1997, between the L.P. and Seller
in the form of Exhibit C, attached hereto.
8.8 Amendment to License Agreement
Purchaser shall have received from Seller an executed Amendment to License
Agreement, dated December 9, 1997, between the L.P. and Seller in the form of
Exhibit D, attached hereto.
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ARTICLE 9
CONDITIONS PRECEDENT TO OBLIGATIONS OF L.P.
Each and every obligation of L.P. to be performed on the Closing Date shall be
subject to the prior satisfaction of the following conditions:
9.1 Truth of Representations and Warranties
The representations and warranties made by Seller in this Agreement or given on
its behalf, shall be true in all material respects on and as of the Closing Date
(except for representations and warranties made with respect to a specific date
other than the Closing Date which shall be true in all material respects on and
as of such date) with the same effect as though the representations and
warranties had been made or given on and as of the Closing Date.
9.2 Accuracy of All Statements Made by Seller
No statement, certificate, schedule or exhibit furnished or to be furnished by
or on behalf of Seller pursuant to this Agreement, contains or shall contain any
untrue statement of material fact or omits or shall omit a material fact
necessary to make the statement contained not misleading.
9.3 Compliance With Covenants
Seller shall have performed and complied with all its obligations under this
Agreement which are to be performed or complied with by it prior to or on the
Closing Date.
9.4 Assignment of Software Licenses to the L.P.
Seller shall take all actions necessary, other than payment of substantial
amounts of money, to assign or cause the assignment of software and licenses set
forth on Schedule 2.1 to the L.P.
9.5 Amendment to Technical Staffing Services Agreement
L.P. shall have received from the Seller a duly executed Amendment to Technical
Staffing Agreement, dated October 1, 1997, between the L.P. and Seller in the
form of Exhibit C, attached hereto.
9.6 Amendment to License Agreement
L.P. shall have received from Seller a executed Amendment to the Technology and
Software License Agreement, dated December 9, 1997, between the L.P. and Seller
in the form of Exhibit D, attached hereto.
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9.7 Bill of Sale
L.P. shall have received from Seller a duly executed Bill of Sale and all
necessary deeds, assignments, documents and instruments to effect the transfers,
conveyances, and assignments to the L.P of Purchased Assets, in the form of
Exhibit E, attached hereto.
ARTICLE 10
CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS
Each and every obligation of Seller to be performed on the Closing Date shall be
subject to the prior satisfaction of the following conditions:
10.1 Truth of Representations and Warranties
Purchaser's representations and warranties contained in this agreement shall be
true in all material respects on and as of the Closing Date (except for
representations and warranties made with respect to a specific date other than
the Closing Date which shall be true in all material respects on and as of such
date) with the same effect as though the representations and warranties were
made or given on and as of the Closing Date.
10.2 Accuracy of All Statements Made by Purchaser
No statement, certificate, schedule or exhibit furnished or to be furnished by
or on behalf of Purchaser pursuant to this agreement, contains or shall contain
any untrue statement of material fact or omits or shall omit a material fact
necessary to make the statement contained not misleading.
10.3 Purchaser's Compliance With Covenants
Purchaser shall have performed and complied with its obligations under this
Agreement which are to be performed or complied with by it prior to or on the
Closing Date.
10.4 Payment of Equity Purchase Price
Purchaser shall have tendered payment of the Equity Purchase Price for the
Seller's Partnership Interest and the Seller's Membership Interest set forth in
Paragraph 1.3 of this Agreement.
10.5 Payment by L.P. for Purchased Assets.
The L.P. shall have tendered payment of the Asset Purchase Price for the
purchased assets set forth in Paragraph 2.2 of this Agreement.
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10.6 Amendment to Technical Staffing Services Agreement
L.P. shall have delivered to Seller a copy of the Amendment to the Technical
Staffing Services Agreement, dated October 1, 1997, between National TechTeam,
Inc. and the L.P., in the form of Exhibit C attached hereto, executed by a duly
authorized representative of the L.P.
10.7 Amendment to License Agreement.
L.P. shall have delivered to Seller an executed Amendment to the Technology and
Software License Agreement, dated December 9, 1997, between the L.P. and Seller
in the form of Exhibit D, attached hereto.
ARTICLE 11
COSTS; TRANSFER TAXES; PRORATION OF CHARGES
11.1 Costs
Each party shall bear its own costs related to the negotiation and closing of
this transaction.
11.2 Certain Taxes and Fees
All sales, transfer, documentary, stamp, recording and other similar taxes
and/or fees and taxes which may be due or payable in connection with the sale of
the Purchased Assets pursuant hereto shall be paid by the party responsible
under applicable law.
11.3 Proration of Certain Charges
The following taxes, charges and payments ("Charges") shall be prorated on a per
diem basis and apportioned between Seller and the L.P. as of the Closing Date:
personal property, use, intangible taxes, license fees, and general assessments
imposed with respect to the Purchased Assets. Seller shall be liable for that
portion of the Charges relating to, or arising in respect of, periods on or
prior to the date of the Closing and the L.P. shall be liable for that portion
of the Charges relating to, or arising in respect of, any period after the date
of the Closing.
ARTICLE 12
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
12.1 Survival of Representations and Warranties
Subject to the further provisions of this Section 12.1, the respective
representations and warranties and related indemnity obligations of Seller and
Purchaser contained in this Agreement or in any related document or on any other
certificate or other writing delivered in connection herewith or therewith,
except for Agreements listed on Schedule 7, at or before the Closing shall
survive (for a period of one (1) year after the Closing); provided, however,
that the
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representations and warranties contained in Paragraphs 4.3, 4.4 and 4.5 shall
survive the Closing indefinitely. Except the Agreements listed on Schedule 7,
the respective covenants and other agreements of the Seller and the Purchaser
contained in this Agreement or in any related document shall survive the Closing
until they are performed in full or otherwise terminated or expired by their
term. For convenience of reference, the date upon which any representation or
warranty contained herein shall terminate is referred to as the "Survival Date."
12.2 Agreement to Indemnify by Seller.
Subject to the terms and conditions of Sections 12.4 and 12.5 hereof, from and
after the Closing Date, the Seller agrees to indemnify and save Purchaser, its
affiliates, shareholders, officers, directors, employees, successors and assigns
(each, a "Purchaser Indemnitee") harmless from and against, for and in respect
of, any and all demands, judgments, injuries, penalties, fines, damages, losses,
obligations, liabilities, claims, actions or causes of action, encumbrances,
costs and expenses (including, without limitation, reasonable attorneys' fees,
consultants' fees and expert witness fees) suffered, sustained, incurred or
required to be paid by any Purchaser Indemnitee (collectively, "Purchaser's
Damages") arising out of, based upon, in connection with or as a result of:
(a) the untruth, inaccuracy or breach of any representation and
warranty of Seller contained in or made pursuant to this Agreement, including in
any Schedule or certificate delivered hereunder or in connection herewith;
(b) the breach or nonfulfillment of any covenant of Seller
contained in this Agreement.
12.3 Agreement to Indemnify by the Purchasers
Subject to the terms and conditions of Sections 12.4 and 12.5 hereof, from and
after the Closing Date, Purchaser hereby agrees to indemnify and save Seller,
its affiliates, shareholders, officers, directors, employees, successors and
assigns (each, a "Seller Indemnitee") harmless from and against, for and in
respect of, any and all demands, judgments, injuries, penalties, damages,
losses, obligations, liabilities, claims, actions or causes of action,
encumbrances, costs and expenses (including, without limitation, reasonable
attorneys' fees and expert witness fees) suffered, sustained, incurred or
required to be paid by any Seller Indemnitee arising out of, based upon, in
connection with or as a result of:
(a) the untruth, inaccuracy or breach of any representation and
warranty of Purchaser contained in or made pursuant to this Agreement, including
in any Schedule or certificate delivered hereunder or in connection herewith;
(b) the breach or nonfulfillment of any covenant of Purchaser
contained in this Agreement.
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12.4 Claims for Indemnification; Limitations
No claim for indemnification with respect to a breach of a representation and
warranty shall be made under this Agreement after the Survival Date unless prior
to the Survival Date Purchaser Indemnitee or Seller Indemnitee, as the case may
be, shall have given Seller or Purchaser, as the case may be, written notice of
such claim for indemnification. Neither the aggregate liability of Purchaser
(other than claims involving fraud or intentional misrepresentation), on the one
hand, nor the aggregate liability of Seller for all such claims under Section
9.2 (other than claims involving fraud or intentional misrepresentations), on
the other hand, shall exceed the Equity Purchase Price.
12.5 Claims
(a) Any claim for indemnity under Section 12.2 or 12.3 shall be
made by written notice from the party seeking to be indemnified (the
"Indemnitee") to the party from which indemnification is sought (the
"Indemnifying Party") specifying in reasonable detail the basis of the claim.
(b) When an Indemnitee seeking indemnification under Section
12.2 or 12.3 receives notice of any claims made by third parties ("Third Party
Claims") which are to be the basis for a claim for indemnification hereunder,
the Indemnitee shall give written notice within a reasonable period thereof to
the Indemnifying Party reasonably indicating the nature of such claims and the
basis thereof. Upon notice from the Indemnitee, the Indemnifying Party may, but
shall not be required to, assume the defense of any such Third Party Claim,
including its compromise or settlement, and the Indemnifying Party shall pay all
reasonable costs and expenses thereof and shall be fully responsible for the
outcome thereof, provided, however, that (i) the Indemnifying Party shall not
settle any such claim without the Indemnitee's prior written consent (which
consent shall not be unreasonably withheld) unless the only remedy for such
claim is monetary damages which are paid in full by the Indemnifying Party, and
(ii) the Indemnifying Party shall not, without the written consent of the
Indemnitee, settle or compromise any claim which does not include as an
unconditional term thereof the giving by the claimant or the plaintiff to
Indemnitee, a release from all liability in respect to such claim. In connection
with any claim involving any remedy other than monetary damages, the Indemnitee
shall have the right to be kept informed and be consulted in connection with the
resolution of such claim. The Indemnifying Party shall give notice to the
Indemnitee as to its intention to assume the defense of any such Third Party
Claim within twenty (20) days after the date of receipt of the Indemnitee's
notice in respect of such Third Party Claim. If an Indemnifying Party does not
give notice to the Indemnitee of its assumption of the defense of the Third
Party Claim within twenty (20) days after the Indemnitee's notice is given, the
Indemnifying Party shall be deemed to have waived its rights to control the
defense thereof. If the Indemnitee assumes the defense of any Third Party Claim
because of the failure of the Indemnifying Party to do so in accordance with
this Section 12.5, the Indemnifying Party shall pay all reasonable costs and
expenses of such defense and shall be fully responsible for the outcome thereof.
The
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Indemnifying Party shall have no liability with respect to any compromise or
settlement thereof effected without its prior written consent, which consent
shall not be unreasonably withheld.
(c) Both the Indemnitee and the Indemnifying Party shall
cooperate fully with one another in connection with the defense, compromise or
settlement of any such claim, proceeding or action, including, without
limitation, by making available to the other all pertinent information and
witnesses within its control.
ARTICLE 13
NONCOMPETITION AND CONFIDENTIALITY
13.1 Noncompetition.
(a) Seller shall not, without the prior written consent of
Purchaser, which shall not be unreasonably withheld, at any time during the term
of the Technical Staffing Agreement dated October 1, 1997, between Support
Central, L.P. and Seller, as amended, and for one (1) year thereafter, directly
or indirectly, individually, in a partnership or joint venture, or through a
corporation as proprietor, employee, stockholder or consultant, or through any
other business entity or by any other means, engage in the business of operating
a call center for a warranty, extended warranty and/or service contract
administration program as related to point of sale or aftermarket warranties,
extended warranties or service contracts sold to consumers for personal
computers and related devices. Seller shall not, without the prior written
consent of Purchaser, which shall not be unreasonably withheld, at any time
during the term of the Technical Staffing Agreement dated October 1, 1997,
between Support Central, L.P. and Seller, as amended, directly or indirectly,
individually, in a partnership or joint venture, or through a corporation as
proprietor, employee, stockholder or consultant, or through any other business
entity or by any other means, engage in the business of operating a call center
for a warranty, extended warranty and/or service contract administration program
as related to point of sale or aftermarket warranties, extended warranties or
service contracts sold to consumers for major appliances and consumer
electronics.
(b) Seller shall not, without the prior written consent of
Purchaser, which shall not be unreasonably withheld, at any time during the term
of Technical Staffing Agreement (the "Technical Staffing Agreement") dated
October 1, 1997 between Seller and Support Central, L.P., as amended, and for
one (1) year thereafter, enter into agreement with or solicit the employment of
any present or former Technical Staffing Personnel, as that term is defined in
the Technical Staffing Agreement, for the purpose of causing them to (i) cease
to be a member of the Technical Staffing Personnel, (ii) reveal or utilize
Confidential Information in such a manner so as to constitute a violation of
this Article 13, or (iii) compete with the Purchaser in such a manner so as to
constitute a violation of this Article 13.
(c) Seller shall not, without the prior written consent of
Purchaser, which shall not be unreasonably withheld, at any time during the term
of the Technology & Software License Agreement dated December 9, 1997 between
Support Central, L.P. and Seller, as amended, and
15
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for one (1) year thereafter, transfer or make available Confidential Information
or any technology or any software covered by or developed pursuant to the
Technology & Software License Agreement to any person engaged in the business
described in Section 13.1(a).
13.2 Confidentiality.
(a) If a party discloses to any other party, information which
the disclosing party deems to be confidential proprietary information, the
disclosing party shall, if such information is written, mark such information
with the legend "CONFIDENTIAL PROPRIETARY INFORMATION" or with another legend
conveying the same meaning or, if such information is oral, notify the receiving
party at the time of disclosure that it is confidential proprietary information
and, within thirty (30) days thereafter, transmit such information to the
receiving party (previously provided in oral form) in written form, marked as
indicated above.
(b) Written information disclosed by a party to any other party
not marked as indicated in Section 13.2(a) and oral information disclosed by a
party to any other party not designated as confidential proprietary information
upon disclosure and reduced to writing and marked as indicated in Section
13.2(a) shall be considered to have been disclosed without restriction. Written
information disclosed by a party to any other party marked as indicated in
Section 13.2(a) and oral information disclosed by a party to any other party
designated as confidential proprietary information upon disclosure and reduced
to writing and marked as indicated in Section 13.2(a), and all written or
graphic notes, analyses, studies and drawings or other documents or graphic
depictions prepared by the receiving party's employees or representatives that
disclose such information referred to in this sentence (collectively,
"Confidential Information") shall be subject to the following Section 13.2 (c),
(d) and (e).
(c) The party receiving Confidential Information shall use
reasonable efforts, like those used to safeguard its own confidential
proprietary information of similar type:
(i) to not disclose Confidential Information of the
disclosing party to persons or entities other than the receiving party's
employees or representatives involved with the performance of this
Agreement or the agreements contemplated thereby; and
(ii) to not use Confidential Information of the disclosing
party for any purpose other than performing under this Agreement or the
agreements contemplated thereby.
(d) The restrictions in Section 13.2(c) above shall not apply to
any information of a disclosing party which:
(i) the receiving party possessed without such
restrictions prior to receipt from the disclosing party;
(ii) is disclosed to the receiving party by a source other
than the disclosing party, which source is not under a confidentiality
obligation to the disclosing party;
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(iii) is now or becomes publicly known (such as, but not
limited to, information disclosed in patents or publications) through no
violation of this Agreement;
(iv) is independently developed by the receiving party
after the date of this Agreement without use of Confidential Information
of the disclosing party, by persons who have not had access to
Confidential Information;
(v) is disclosed or used with the prior written consent
of the disclosing party;
(vi) the receiving party reasonably believes (based upon
legal opinion) is required to be disclosed to comply with applicable law,
rule or regulation or court order or other compulsory process of a court
or other governmental body; or
(vii) is disclosed or used after that date which falls five
(5) years after the receipt of the Confidential Information.
If Section 13.2(d)(vi) is applicable, the receiving party shall notify the
disclosing party, in writing, of its intention to disclose, allowing a
reasonable period prior to such intended disclosure, where the receiving party
reasonably believes that such notice can be so provided without violation of
applicable law, rule or regulation or court order or other compulsory process of
a court or other governmental body, so that the disclosing party may take such
action as it deems appropriate to protect its Confidential Information.
(e) Upon Closing, the receiving party shall, upon receipt of the
disclosing party's written request, at the receiving party's option, either
destroy or return to the disclosing party all of the disclosing party's
Confidential Information (and all copies thereof), provided, however, that one
copy may be maintained by the receiving party's legal counsel (but such copy
shall continue to be subject to the provisions of this Agreement). If the
receiving party elects to destroy the disclosing party's Confidential
Information (subject to the proviso at the end of the preceding sentence), the
receiving party shall certify such destruction in writing to the disclosing
party.
ARTICLE 14
DISPUTE RESOLUTION
14.1 Alternative Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved in
accordance with the procedures specified in this Article 14, which shall be the
sole and exclusive procedures for the resolution of any such disputes, and shall
be a condition precedent to any right to institute a proceeding at law or in
equity concerning such matter.
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14.2 Mandatory Negotiation
The parties shall attempt in good faith to resolve any dispute arising out of or
relating to this Agreement promptly by negotiation between senior executives who
have authority to settle the controversy and who are at a higher level of
management than the persons with direct responsibility for administration of
this Agreement. Any party may give the other party or parties written notice of
any dispute not resolved in the normal course of business. Within fifteen (15)
days after delivery of the notice, the receiving party shall submit to the
others a written response. The notice and the response shall include: (a) a
statement of each party's position and a summary of arguments supporting that
position, and (b) the name and title of the executive who will represent that
party and of any other person who will accompany the executive. Within thirty
(30) days after delivery of the disputing party's notice, the executives of all
involved parties shall meet at a location as mutually agreed by the parties, at
a mutually convenient time, and thereafter as often as they reasonably deem
necessary, to attempt to resolve the dispute. All reasonable requests for
information made by one party to the others will be honored.
14.3 Confidentiality
All negotiations, discussions, and communications made or conducted pursuant to
the procedures set forth in Section 14.2 are confidential and shall be treated
as compromise and settlement negotiations for purposes of the Federal Rules of
Evidence and any other applicable rules of evidence.
14.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, excluding any conflicts of laws provisions.
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ARTICLE 15
MISCELLANEOUS
15.1 Notices.
All notices, requests, communications, invoices and payments required or
permitted to be given under this Agreement shall be made in writing and shall be
deemed duly given: (i) on the day when it is delivered personally or sent via
telefax (with a copy of the telefax mailed that day), (ii) on the next day after
being deposited with an overnight, expedited carrier, postage prepaid, requiring
a signed acknowledgment of receipt, or (iii) five (5) days after it is sent
registered or certified mail, return receipt requested, to the other party at
the following addresses and numbers:
If to Purchasers: If to Seller:
President & CEO Chief Financial Officer
GEA National TechTeam, Inc.
835 Mason Avenue
Dearborn, MI 48124
With copies to:
With a copy to V.P. Operations
VP&GC National TechTeam, Inc.
27345 West Eleven Mile Road
Southfield, Michigan 48034
General Counsel
National TechTeam, Inc.
835 Mason Avenue
Dearborn, MI 48124
Either party may change the address to which any communication, report or
payment is to be directed to it by giving written notice to the other in the
manner provided in this Section.
15.2 Assignment
This Agreement may not be assigned by any party hereto without the prior written
consent of the other parties.
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15.3 Severability
The parties agree that if a competent authority shall rule any provision or
provisions of this Agreement invalid, unlawful or unenforceable in whole or in
part for any reason whatsoever, this Agreement shall remain binding between the
parties and in full force and effect except for such invalidated provision or
part thereof. Upon any such determination that a provision of this Agreement is
invalid, unlawful or enforceable in whole or in part, the competent authority
making such determination shall have the power to modify such invalidated
provision so as to effect the original intent of the parties as closely as
possible in an appropriate manner.
15.4 Entire Agreement; Amendment
This Agreement and the documents described herein and therein or attached or
delivered pursuant hereto or thereto set forth the entire agreement between the
parties hereto with respect to the transactions contemplated by this Agreement.
This Agreement has been entered into after full investigation and due diligence
review and no party has relied on any statement that is not set forth in this
Agreement and the attachments attached or delivered pursuant hereto. All parties
disclaim any responsibility for, and any reliance on, the accuracy of any
financial information which is not the subject of an express representation,
warranty or covenant. Any provision of this Agreement may be amended or modified
in whole or in part at any time by an agreement in writing among the parties
hereto executed in the same manner as the agreement to be amended. This
Agreement shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting or causing any
instrument to be drafted.
15.5 Public Announcements
Subject to each party's disclosure obligations imposed by law and any stock
exchange, the Seller and Purchaser agree not to disseminate any news release and
or make any other public disclosure with respect to the transactions
contemplated by this Agreement without the prior approval of the other.
15.6 Counterparts
This Agreement may be executed in counterparts, each of which shall be an
original, but all of which shall constitute but one agreement.
15.7 Headings
The section headings contained in this Agreement are for convenience and
reference only and shall not in any way affect the meaning or interpretation of
this Agreement.
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15.8 Waiver
The failure of any party at any time or times to require performance of any
provision of this Agreement shall in no manner affect such party's right at a
later time to enforce the same. No waiver by any party of any breach of any
provision of this Agreement in any one or more instances shall be deemed to be
or construed as a further or continuing waiver of such breach, or a waiver of
any breach of any other provisions.
15.9 Remedies.
The rights and remedies of the parties provided in this Agreement are cumulative
and not exclusive of any rights or remedies provided by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above
written.
NATIONAL TECHTEAM, INC.
By:
----------------------------------------------
M. Anthony Tam
Its: Vice President, Chief Financial Officer
Date: August 22, 2000
GE WARRANTY MANAGEMENT, INC.
By:
----------------------------------------------
George Terry Hawkins
Its: Secretary and Risk Manager
--------------------------------
Date: August 22, 2000
[Signatures Continued on Next Page]
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GE TECHTEAM, L.P.
By:
----------------------------------------------
Christopher Smith
Its: Managing Director
--------------------------------
Date: August 22, 2000
SUPPORT CENTRAL, L.L.C.
By:
----------------------------------------------
Christopher Smith
Its: Managing Director
--------------------------------
Date: August 22, 2000
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SCHEDULE 2.1
PART 1: GETT PROPERTY, PLANT AND EQUIPMENT
List attached. The attached list was prepared by Seller and is intended to
describe plant, property and equipment GETT acquired from Seller. The L.P. makes
no representation regarding the accuracy or completeness of this schedule.
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SCHEDULE 2.1
PART 2: GETT LICENSES, LEASES AND OTHER CONTRACTS
- ---------------------------------------------------------------------------------------------------------------------
GETT Software Licenses
- ---------------------------------------------------------------------------------------------------------------------
Software Current Owner Assignable
- ---------------------------------------------------------------------------------------------------------------------
Aspect Series 5 GE Capital - Transfer to GETT on 8/20/00 Yes
- ---------------------------------------------------------------------------------------------------------------------
Aspect RTA GE Capital - Transfer to GETT on 8/20/00 Yes
- ---------------------------------------------------------------------------------------------------------------------
Aspect PBX/ACD Call Center GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
ABC Graphics GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Adobe Photshop GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Checkpoint Firewall-1 GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Checkpoint Firewall-1 Manage GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
FrontPage GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Genesys CC Pulse GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Gensys Call Concentrator (CTI) GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Gensys Internet Suite GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Global Call Center (GCC) GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Jbuilder GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Kronos Workforce Express GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Kronos Workforce Timekeeper GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Legator Client Pak for Novell GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Legator Networker for NT GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Lotus Notes GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Lotus Smart Suite GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Microsoft Exchange GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Microsoft Exchange Client Access GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Microsoft Visual Studio GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS File and Print Services GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS Office Pro 97 GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS SQL Server Ver. 6.5 GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS Windows 2000 GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS Windows 95 GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS Windows 98 GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS Windows NT Client Access GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS Windows NT Server GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS Windows NT Terminal Server GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS Windows NT Workstation GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
MS Windows Server 2000 GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Netware GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Network Associates TVD GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Novell Analyzer for Windows GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Novell Client GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
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- ---------------------------------------------------------------------------------------------------------------------
Novell GroupWise Mail Client GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Oracle Database System * GETT - GETT
has purchased additional Yes
licenses to cover those
returned to GEA.
- ---------------------------------------------------------------------------------------------------------------------
Oracle for Solaris GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
pcAnywhere GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Procomm Plus GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Solomon (AP,AR,CU,FV,GL,PO,SY) GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Sun Solaris GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Tech Net GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Visio GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
Visual Basic GETT Yes
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OEM Contracts
- ---------------------------------------------------------------------------------------------------------------------
Program Assignable with Notice Contact/Address
- ---------------------------------------------------------------------------------------------------------------------
Apollo Yes William P. DeLacey, GM
New Age Electronics, Inc.
2363 East Pacifica Place
Rancho Dominquez, CA 90220
- ---------------------------------------------------------------------------------------------------------------------
Cygnion Yes Mats Persson, VP & GM
Ericsson Inc. CG Technologies
40 Pointe Dr.
Brea, CA 92821-3698
- ---------------------------------------------------------------------------------------------------------------------
Hewlett-Packard Yes Keith Goodwin, VP & GM
Hewlett-Packard Company
Enterprise Accounts Organization
19111 Pruneridge Ave.
Cupertino, CA 95014-0714
- ---------------------------------------------------------------------------------------------------------------------
3Com Yes Dan Bell, VP Customer Support
3Com Corporation
5400 Bayfront Plaza
Santa Clara, CA 95052-8145
- ---------------------------------------------------------------------------------------------------------------------
REAL PROPERTY LEASES
- ---------------------------------------------------------------------------------------------------------------------
Assignable with Notice Contact/Address
- ---------------------------------------------------------------------------------------------------------------------
Dallas Yes J. Clifton Whisnant, President
Revest Management Services, Inc.
9500 Forest Lane
Suite 427, L.B. 18
Dallas, TX 75243-5914
- ---------------------------------------------------------------------------------------------------------------------
Fort Worth Yes Jin Suh, VP of Operations
AST Research, Inc.
16215 Alton Parkway
Irvine, CA 92618
- ---------------------------------------------------------------------------------------------------------------------
Chicago Yes George M. Moser, President
Stonegate Development Corp.
400 Northwest Development Corp.
2500 West Higgins Rd.
Hoffman Estate, IL 60195
- ---------------------------------------------------------------------------------------------------------------------
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- ---------------------------------------------------------------------------------------------------------------------
EQUIPMENT/FURNITURE LEASES
- ---------------------------------------------------------------------------------------------------------------------
Assignable with Notice Contact/Address
- ---------------------------------------------------------------------------------------------------------------------
Yes TechTeam Capital Group, L.L.C.
Atten : Jean F. Delpy
835 Mason Avenue
Dearborn, MI 48124
- ---------------------------------------------------------------------------------------------------------------------
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SCHEDULE 2.1
PART 3: RIGHTS TO RECOVERY AGAINST GATEWAY
Seller assigns, in total, its rights to any recovery against
Gateway.
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SCHEDULE 3.3
ENCUMBRANCES ON PURCHASED ASSETS
NONE
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SCHEDULE 4.3
PROCEEDINGS RELATED TO GE TECHTEAM, L.P.
CHARGES
- ------------------------------------------------------------------------------------------------------------------------------
Name Charge and Agency Date Status Perceived Maximum
Charge Number Responded Liability
- ------------------------------------------------------------------------------------------------------------------------------
Balgenorth, Thomas 32029 - Age MDCR May 11, 2000 7/20/00 - Received notice $5,000
Discrimination form Department of Civil
Rights that claimant had
withdrawn charge and is
pursuing legal action.
- ------------------------------------------------------------------------------------------------------------------------------
MacLean, Charles 230 A0 0972 - EEOC June 14, 2000 7/3/00 - Received $0
Age, Disability, Dismissal and Notice of
Religion Rights. Based upon its
investigation, the EEOC is
unable to conclude that
the information obtained
establishes violations of
the statutes.
- ------------------------------------------------------------------------------------------------------------------------------
Porter, Cynthia 310A01372 - Race EEOC June 15, 2000 7/27/00 - Have not heard
response from EEOC
regarding NTT's answer to
charge.
- ------------------------------------------------------------------------------------------------------------------------------
Unfair Labor Practice Dallas NLRB 1/2000 Waiting for hearing date $5,000
Charge
- ------------------------------------------------------------------------------------------------------------------------------
Unfair Labor Practice SSM NLRB 3/2000 No response from NLRB $100,000
Charge (2)
- ------------------------------------------------------------------------------------------------------------------------------
Litigation
Wendy Bevan v. National TechTeam, State of Michigan, Circuit Court for County of
Chippewa, Civil Action No. 00-4826-NO.
29
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SCHEDULE 4.3
PROCEEDINGS RELATED TO GE TECHTEAM, L.P.
NONE
30
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SCHEDULE 7
LIST OF AGREEMENTS SUBJECT TO PROVISIONS OF SECTION 5
1. Technology & Software License Agreement, dated December 9, 1997, between
Support Central, L.P. and National TechTeam, Inc.
2. Trademark and Trade Name Agreement, dated December __, 1997, between
General Electric Company and Support Central, L.P.
3. Technical Staffing Services Agreement, dated October 1, 1997, between
National TechTeam, Inc. and Support Central, L.P.
4. Master Lease Agreement between L.P. and TechTeam Capital Group, dated
May 7, 1998, and associated Schedules.
5. Assignment and Assumption of Sublease, dated June 6, 1999 on Fort Worth,
TX, Property; Lease Assumption Agreement dated July 1, 1999, on Dallas, TX,
Property and, Assignment, dated June 15, 1999.
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EXHIBIT A
FORM CONVEYANCE OF MEMBERSHIP INTEREST
32
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EXHIBIT B
FORM CONVEYANCE OF PARTNERSHIP INTEREST
33
34
EXHIBIT C
FORM AMENDMENT TO TECHNICAL STAFFING AGREMENT
34
35
EXHIBIT D
FORM AMENDMENT TO TECHNOLOGY AND SOFTWARE LICENSE AGREEMENT
35
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EXHIBIT E
FORM OF BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
36