EXHIBIT 10.1
BUSINESS LOAN AGREEMENT
THIS AGREEMENT is made on September 7, 2004, by and between TechTeam Global,
Inc. ("Borrower"), a corporation organized under the laws of the State of
Delaware, whose chief executive office or residence is located at 27334 West
Eleven Mile Road, Southfield, Michigan 48034, and Standard Federal Bank N.A., a
national banking association ("Standard Federal"), whose address is 2600 West
Big Beaver Road, Troy, Michigan 48084.
In consideration of the mutual agreements hereinafter set forth, the Borrower
and Standard Federal hereby agree as follows:
SECTION 1 LOANS AND FINANCIAL ACCOMMODATIONS. Standard Federal has made
or shall make in reliance hereon commercial loan(s) to the Borrower in
accordance with Standard Federal's application and underwriting procedures,
including the loans referred to below, if any. All such loans are herein
referred to as the "Loan" or "Loans." Borrower acknowledges and agrees that in
making, extending or renewing the Loans, Standard Federal is relying on the
representations, covenants and agreements of the Borrower contained in this Loan
Agreement and all such Loans shall be subject to the terms and provisions
hereof.
1.1. LINE OF CREDIT. Standard Federal hereby extends to the
Borrower a revolving line of credit (the "Line of Credit")
which shall not exceed at any one time outstanding the
principal amount of Five Million Dollars ($5,000,000) (the
"Credit Limit") on the following terms and conditions.
1.1.1. Advances under the Line of Credit shall be used for
working capital purposes. Standard Federal shall make
advances and issue Letters of Credit (as defined
herein) under the Line of Credit up to a total amount
equal to the lesser of (i) the Borrowing Base and
(ii) the Credit Limit. The Borrowing Base shall be an
amount equal to one hundred percent (100%) of the
balance of the Borrower's demand deposit account no.
maintained with Standard Federal ("Cash
Collateral Account"). The Cash Collateral Account
shall be a non-interest bearing, non-operational
account which earns no credit allowances and which is
subject to an electronic hold. If at any time the
aggregate amount of the advances under the Line of
Credit and the outstanding amount of Letters of
Credit exceeds the balance of the Cash Collateral
Account, then the Borrower shall immediately prepay
the advances in an amount equal to such excess and/or
provide additional cash collateral to Bank in an
amount equal to such excess.
1.1.2. The Line of Credit herein extended shall be subject
to the terms and conditions of a Promissory Note
(Line of Credit) of even date herewith and all
renewals and amendments thereof (the "Line of Credit
Note"). The Line of Credit shall be payable and shall
bear interest as set forth in the Line of Credit
Note. This Loan Agreement and the Line of Credit Note
are of equal materiality and shall each be construed
in such manner as to give full force and effect to
all provisions of both documents.
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1.1.3. The Borrower shall pay to Standard Federal a facility
fee equal to one quarter of one percent ( 1/4%) per
annum multiplied by the Credit Limit as in effect
from time to time. Such fee shall be calculated on
the basis of a 360 day year for the actual number of
days elapsed and shall be payable quarterly in
arrears on the last day of each September, December,
March and June, commencing September 30, 2004.
1.2. LETTERS OF CREDIT. Standard Federal shall, from time to time,
issue letters of credit on behalf of Borrower ("Letters of
Credit"), under which the total amount available for draw at
any one time shall not exceed Five Million Dollars
($5,000,000), in accordance with the following procedures:
1.2.1. Each Letter of Credit request will be made by the
Borrower signing and submitting to Standard Federal
an application and reimbursement agreement
("Application") for each Letter of Credit requested
on forms supplied by Standard Federal. Such
applications shall contain such beneficiary
designations and draft instructions as Borrower
specifies and as are customary in Borrower's business
and acceptable to Standard Federal.
1.2.2. Borrower agrees that the amounts available for draw
on the Line of Credit shall be reduced by the total
amount available for draw from time to time under
open and outstanding Letters of Credit. In no event
shall the total of the principal balance outstanding
under the Line of Credit and amounts available for
draw under open and outstanding Letters of Credit at
any time exceed the lesser of (i) the Credit Limit
and (ii) the Borrowing Base.
1.2.3. Borrower acknowledges and agrees that each Letter of
Credit issued by Standard Federal for the account of
Borrower will be subject to all terms and conditions
set forth in the Application, including, without
limitation, the grant to Standard Federal of a
security interest in such collateral as is identified
in the Application, if any.
1.2.4. Borrower shall pay Standard Federal, for each Letter
of Credit issued for the account of Borrower, all
fees, charges, and expenses specified in Standard
Federal's fee schedule then in effect, including,
without limitation, issuance fees, payment fees,
amendment fees, non-utilization fees, communication
and delivery expenses, and any and all costs and
expenses, including reasonable attorney fees,
incurred by Standard Federal in defending any suit or
claim brought against Standard Federal by any Letter
of Credit beneficiary. In addition, the Borrower
shall pay to Standard an annual letter of credit
commission for each Letter of Credit equal to the
greater of (i) $1,200 and (ii) one half of one
percent ( 1/2%) per annum of the Letter of Credit
amount.
1.2.5. Any Letter of Credit issued by Standard Federal shall
have an expiry date which is not more than twelve
(12) months after the issue date and does not extend
beyond the maturity date of the Line of Credit.
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1.2.6. For each Letter of Credit draft received and paid by
Standard Federal, Borrower's obligation to
immediately put Standard Federal in good funds shall
be funded by an advance under the Line of Credit to
the extent the outstanding principal balance of the
Line of Credit and other open and outstanding Letters
of Credit, after giving effect to such advance, do
not exceed the credit limit applicable to the Line of
Credit. Borrower hereby duly appoints Standard
Federal as its attorney-in-fact for the purpose of
effecting such advances. Any advances effected on the
Line of Credit in accordance with this paragraph will
thereupon constitute advances made in accordance with
and subject to the provisions of the Line of Credit
Note and shall be secured by any collateral standing
as security for the Line of Credit Note. Borrower
shall immediately pay Standard Federal the entire
amount by which any Letter of Credit draft paid by
Standard Federal would cause the outstanding
principal balance of the Line of Credit and other
open and outstanding Letters of Credit to exceed the
credit limit applicable to the Line of Credit.
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to Standard Federal that as of the date of acceptance of this Loan
Agreement, as of the time any advance is to be made hereunder and, unless
expressly provided otherwise herein or agreed to by a writing signed by Standard
Federal, at all times any amounts are outstanding hereunder:
2.1. EXISTENCE AND AUTHORITY. The Borrower is duly organized,
validly existing and in good standing (if a business entity).
The Borrower has the legal power and authority and is duly
authorized to: (a) execute and perform this Loan Agreement and
the other loan documents executed in conjunction with the
Loans (the "Loan Documents") and such documents constitute the
Borrower's valid and binding legal obligation enforceable in
accordance with their terms, (b) to borrow money in accordance
with the terms of this Loan Agreement, (c) to grant to
Standard Federal mortgages and security interests as provided
in the documents, if any, executed in conjunction with the
Loans, and (d) to do any and all other things required of it
hereunder. The Borrower has the legal power and authority to
own its properties and assets and to carry out its business as
now being conducted and is qualified to do business in the
State of Michigan and in every jurisdiction where the nature
of its business or the property owned or operated by it makes
such qualification necessary;
2.2 LITIGATION. There is not pending or, to the best of the
knowledge of the Borrower, threatened, any litigation,
proceeding or governmental investigation which could
materially and adversely affect the business of the Borrower
or its ability to perform its covenants hereunder.
2.3 TITLE AND ENCUMBRANCES. Borrower has good and marketable title
to its properties given as security for the Loans, subject
only to liens in favor of, or approved in writing by, Standard
Federal, liens for taxes not delinquent or being contested in
good faith and liens created in connection with worker's
disability compensation, unemployment insurance and social
security, or to secure the performance of bids, tenders or
contracts, leases, statutory obligations, surety and appeal
bonds, and other obligations of like nature made in the
ordinary course of business.
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2.4 FINANCIAL INFORMATION. All financial data and information
which has been or shall hereafter be furnished to Standard
Federal for the purposes of, or in connection with, the Loans
has been and/or shall be prepared in accordance with generally
accepted accounting principles consistently applied, and does
or will fairly present the financial condition of the Borrower
as of the dates, and the results of its operations for the
periods, for which the same is furnished to Standard Federal
and there has been no material adverse change in the condition
(financial or otherwise) of the Borrower since such dates.
2.5 OTHER DEFAULTS. The Borrower is not in default in the
repayment of any indebtedness for money borrowed by it nor has
there occurred any event which, with or without notice or the
passage of time or both, would constitute a default by the
Borrower under any agreement or instrument pertaining to any
indebtedness for money borrowed by it.
2.6 REPORTS AND RETURNS. Borrower has filed all reports and tax
returns required by governmental authority to be filed by it
prior to the date hereof, except for its tax returns for 2003
which are not currently due, and Borrower has received no
notice that such reports or returns have been rejected,
declared insufficient, or otherwise challenged by such
governmental authority, except for an audit by the Internal
Revenue Service of the Company's 2001 Federal Income Tax
Return.
2.7 EMPLOYEE BENEFIT PLANS. Borrower has not incurred any material
accumulated funding deficiency within the meaning of Employee
Retirement Income Security Act of 1974, as amended, and any
successor act ("ERISA"), and has not incurred any material
liability to the Pension Benefit Guaranty Corporation ("PBGC")
or any entity succeeding to the powers and functions of the
PBGC in connection with any employee benefit plan established
or maintained by Borrower, and no reportable event or
prohibited transaction, as defined in ERISA, has occurred with
respect to such plan(s).
SECTION 3 AFFIRMATIVE COVENANTS. From the date hereof until all amounts
owing under the Loans are paid in full and all obligations under the Loans are
fully paid, performed and satisfied, Borrower covenants and agrees it will:
3.1. GENERAL COVENANTS: Comply with the following general
covenants:
3.1.1. TAXES. Pay when due all taxes, assessments, fees and
similar charges lawfully assessed upon Borrower
and/or its property, except to the extent being
contested in good faith.
3.1.2. EXISTENCE. Preserve its existence in good standing
and continue to conduct and operate its business
substantially as presently conducted in accordance
with all applicable laws and regulations.
3.1.3. INDEBTEDNESS. Pay its indebtedness and obligations
when due under normal terms.
3.1.4. NOTICES OF ADVERSE EVENTS. Promptly inform Standard
Federal of the occurrence of any Event of Default or
of any event (including without limitation any
pending or
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threatened litigation or other proceedings before any
governmental body or agency) which could have a
material adverse effect upon the Borrower's business,
properties, financial condition or ability to comply
with its obligations under the Loans.
3.1.5. BOOKS AND RECORDS. Maintain proper books of record
and account.
3.1.6. GENERAL COMPLIANCE WITH LAW. At all times operate
Borrower's business in strict compliance with all
applicable Federal, State, and local laws, ordinances
and regulations, including, without limitation, the
Americans with Disabilities Act of 1990, and Borrower
shall refrain from and take reasonable steps to
prevent Borrower's partners, owners, directors,
officers, employees and agents from engaging in any
civil or criminal activity proscribed by law. In
addition, and without limiting the foregoing
sentence, the Borrower shall (a) ensure that no
person who owns a controlling interest in or
otherwise controls the Borrower is or shall be listed
on the Specially Designated Nationals and Blocked
Person List or other similar lists maintained by the
Office of Foreign Assets Control ("OFAC"), the
Department of the Treasury or included in any
Executive Orders, (b) not use or permit the use of
the proceeds of the Loans to violate any of the
foreign asset control regulations of OFAC or any
enabling statute or Executive Order relating thereto,
and (c) comply with all applicable Bank Secrecy Act
laws and regulations, as amended.
3.2 OTHER INFORMATION. Furnish to Standard Federal such
information and books and records as Standard Federal may
reasonably request.
3.2.1. MANAGEMENT FINANCIAL STATEMENTS. Furnish to Standard
Federal, within forty five (45) days after the close
of each fiscal quarter of its fiscal years, a copy of
the financial statements of the Borrower, including a
balance sheet, statement of income and retained
earnings, statement of cash flows for the fiscal
period then ended and such other information
(including nonfinancial information) as Standard
Federal may request, in reasonable detail, prepared
and certified as accurate by Borrower or its
authorized representative.
3.2.2. CPA FINANCIAL STATEMENTS. Furnish to Standard
Federal, within one hundred twenty (120) days after
the close of each of its fiscal years, a copy of the
financial statements of the Borrower, including a
balance sheet, statement of income and retained
earnings, statement of cash flows for the fiscal
period then ended and such other information
(including nonfinancial information) as Standard
Federal may request, in reasonable detail, prepared
and certified by an independent certified public
accountant acceptable to Standard Federal, containing
an unqualified opinion.
SECTION 4 NEGATIVE COVENANTS. From the date hereof until all amounts
owing under the Loans are paid in full and all obligations under the Loans are
fully paid, performed and satisfied, Borrower covenants and agrees that it will
not, without the prior written approval of Standard Federal:
4.1 CHANGE OF LEGAL STATUS. Change its name, its organizational
identification number, if it has one, its type of
organization, its jurisdiction of organization or other legal
structure.
4.2 NO PURPOSE CREDIT. Use nor allow any affiliate of the Borrower
to use any portion of the proceeds of the Loans, nor have any
letter of credit issued by Standard Federal, either directly
or indirectly, for the purpose of purchasing any securities
underwritten by ABN AMRO Incorporated, an affiliate of
Standard Federal.
4.3 TRANSFER; MERGER. Enter into any merger in which the Borrower
is not the surviving entity or sell or transfer all or
substantially all of its properties or assets.
SECTION 5 [INTENTIONALLY LEFT BLANK].
SECTION 6 EVENTS OF DEFAULT. The Borrower, without notice or demand of
any kind, shall be in default under this Loan Agreement upon the occurrence of
any of the following events (each an "Event of Default"):
6.1 NONPAYMENT OF OBLIGATIONS. Any amount due and owing on the
Loans or any fees due Standard Federal hereunder, any expenses
incurred by Standard Federal hereunder or any and all other
liabilities and obligations of the Borrower to Standard
Federal, howsoever created, arising or evidenced, and
howsoever owned, held or acquired, whether now or hereafter
existing, whether now due or to become due, direct or
indirect, absolute or contingent, and whether several, joint
or joint and several, whether by its terms or as otherwise
provided herein, is not paid when due.
6.2 MISREPRESENTATION. Any oral or written warranty,
representation, certificate or statement in this Loan
Agreement, the Loan Documents or any other agreement with
Standard Federal or otherwise made by or for the Borrower
shall be false when made or at any time, or if any financial
data or any other information now or hereafter furnished to
Standard Federal by or on behalf of any Obligor shall prove to
be false, inaccurate or misleading in any material respect.
6.3 NONPERFORMANCE. Any failure to perform or default in the
performance of any covenant, condition or agreement contained
in this Loan Agreement, or in the Loan Documents or any other
agreement with Standard Federal.
6.4 DEFAULT UNDER LOAN DOCUMENTS. Any default under any of the
other Loan Documents, all of which covenants, conditions and
agreements contained therein are hereby incorporated in this
Loan Agreement by express reference.
6.5 DEFAULT UNDER OTHER AGREEMENTS. Any default in the payment of
principal, interest or any other sum for any other obligation
of the Borrower for borrowed money in an amount in excess of
$100,000 beyond any period of grace provided with respect
thereto or in the performance of any other term, condition or
covenant contained in any agreement (including, but not
limited to any capital or operating lease or any agreement in
connection with the deferred purchase price of property) under
which any such obligation
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is created, the effect of which default is to cause the holder
of such obligation (or the other party to such other
agreement) to cause such obligation to become due prior to its
stated maturity or terminate such other agreement.
6.6 ASSIGNMENT FOR CREDITORS. The Borrower makes an assignment for
the benefit of creditors, fails to pay, or admits in writing
its inability to pay its debts as they mature; or if a trustee
of any substantial part of the assets of the Borrower is
applied for or appointed, and in the case of such trustee
being appointed in a proceeding brought against the Borrower,
the Borrower, by any action or failure to act indicates its
approval of, consent to, or acquiescence in such appointment
and such appointment is not vacated, stayed on appeal or
otherwise shall not have ceased to continue in effect within
thirty (30) days after the date of such appointment.
6.7 BANKRUPTCY. Any proceeding involving the Borrower, is
commenced by or against the Borrower under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law or statute of the federal
government or any state government, and in the case of any
such proceeding being instituted against the Borrower, (i) the
Borrower, by any action or failure to act indicates its
approval of, consent to or acquiescence therein, or (ii) an
order shall be entered approving the petition in such
proceedings and such order is not vacated, stayed on appeal or
otherwise shall not have ceased to continue in effect within
thirty (30) days after the entry thereof.
6.8 JUDGMENTS. The entry of any judgment, decree, levy,
attachment, garnishment or other process, or the filing of any
judgment lien against the Borrower which is not fully covered
by insurance, and such judgment or other process shall not
have been, within thirty (30) days from the entry thereof, (i)
bonded over to the satisfaction of Standard Federal and
appealed, (ii) vacated, or (iii) discharged.
6.9 CHANGE OF CONTROL. If (A) any one person or group of persons
acting in concert shall acquire or control, directly or
indirectly, whether by ownership, proxy, voting trust or
otherwise, fifty percent (50%) or more of the voting power of
the issued and outstanding stock of the Borrower, other than
any person or group of persons beneficially owning, directly
or indirectly, as of the date hereof capital stock of the
Borrower with fifty percent (50%) or more of such voting
power; or (B) individuals who constitute the Continuing
Directors cease for any reason to constitute at least a
majority of the Borrower's directors (for purposes of this
Section 6.9, "Continuing Director" means any director who is
currently a director and any director who is nominated or
elected by a majority of Continuing Directors who are then
directors).
6.10 COLLATERAL IMPAIRMENT. The entry of any judgment, decree,
levy, attachment, garnishment or other process, or the filing
of any lien against, any collateral securing any of the Loans
and such judgment or other process shall not have been, within
thirty (30) days from the entry thereof, (i) bonded over to
the satisfaction of Standard Federal and appealed, (ii)
vacated, or (iii) discharged, or the loss, theft, destruction,
seizure or forfeiture, or the occurrence of any material
deterioration or impairment of any of any collateral securing
any of the Loans any material decline or depreciation in the
value or
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market price thereof (whether actual or reasonably
anticipated), which causes any collateral securing any of the
Loans, in the sole opinion of Standard Federal acting in good
faith, to become unsatisfactory as to value or character, or
which causes Standard Federal to reasonably believe that it is
insecure and that the likelihood for repayment of the Loans is
or will soon be impaired, time being of the essence. The cause
of such deterioration, impairment, decline or depreciation
shall include, but is not limited to, the failure by the
Borrower to do any act deemed reasonably necessary by Standard
Federal to preserve and maintain the value and collectability
of any collateral securing any of the Loans.
SECTION 7 REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of any
Event of Default described above, Standard Federal's commitment to lend under
any of the Loans, if any, shall terminate and Standard Federal may, without
notice, declare the entire unpaid and outstanding principal balance of the
Loans, or any of them, and all accrued interest, together with all other
indebtedness of Borrower to Standard Federal, to be due and payable in full
forthwith, without presentment, demand or notice of any kind, all of which are
hereby expressly waived by Borrower, and thereupon Standard Federal shall have
and may exercise any one or more of the rights and remedies provided herein or
in any promissory note evidencing any Loan or in any mortgage, guaranty,
security agreement or other document relating thereto or granted secured parties
under the Michigan Uniform Commercial Code, including the right to take
possession of and dispose of any collateral, or otherwise provided by applicable
law, and to offset against the Loans any amount owing by Standard Federal to the
Borrower.
SECTION 8 CROSS-COLLATERALIZATION/CROSS-DEFAULT. Borrower agrees that
any and all collateral securing the Loan shall be collateral for and shall
secure all other indebtedness of Borrower to Standard Federal, whether or not
such indebtedness is related by class or kind to the Loans and whether or not
contemplated by the parties at the time of executing each evidence of
indebtedness. Any Borrower default under the terms of any indebtedness to
Standard Federal shall also constitute an Event of Default under this Loan
Agreement and any Event of Default under this Loan Agreement shall be a default
under any and all indebtedness of Borrower to Standard Federal.
SECTION 9 MISCELLANEOUS.
9.1 No default shall be waived by Standard Federal except in
writing and a waiver of any default shall not be a waiver of
any other default or of the same default on a future occasion.
No single or partial exercise of any right, power or privilege
hereunder, or any delay in the exercise hereof, shall preclude
other or further exercise of the rights of the parties to this
Loan Agreement. No forbearance on the part of Standard Federal
in enforcing any of its rights under this Loan Agreement, nor
any renewal, extension or rearrangement of any payment or
covenant to be made or performed by the Borrower hereunder
shall constitute a waiver of any of the terms of this Loan
Agreement or of any such right.
9.2 This Loan Agreement shall be construed in accordance with the
law of the State of Michigan. All covenants, agreements,
representations and warranties made in connection with this
Loan Agreement and any document contemplated hereby shall
survive the
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borrowing hereunder and shall be deemed to have been relied
upon by Standard Federal. All statements contained in any
certificate or other document delivered to Standard Federal at
any time by or on behalf of the Borrower pursuant hereto shall
constitute representations and warranties by the Borrower.
9.3 The Borrower agrees that it will pay all costs and expenses in
connection with enforcing Standard Federal's rights hereunder,
including without limitation any and all reasonable fees and
disbursements of legal counsel to Standard Federal. This Loan
Agreement shall inure to the benefit of and shall be binding
upon the parties hereto and their respective heirs, personal
representatives, successors and assigns; provided, however,
that the Borrower shall not assign or transfer its rights or
obligations hereunder without the prior written consent of
Standard Federal.
9.4 If any provision of this Loan Agreement shall be held or
deemed to be or shall, in fact, be inoperative or
unenforceable as applied in any particular case in any or all
jurisdictions, or in all cases because it conflicts with any
other provision or provisions hereof or any constitution or
statute or rule of public policy, or for any other reason,
such circumstances shall not have the effect of rendering the
provision in question inoperative or unenforceable in any
other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative,
or unenforceable to any extent whatever.
9.5 Release of Claims Against Bank. In consideration of the Bank
making the Loans described in this Loan Agreement, the
Borrower and all other Obligors do each hereby release and
discharge Bank of and from any and all claims, harm, injury,
and damage of any and every kind, known or unknown, legal or
equitable, which any Obligor may have against the Bank from
the date of their respective first contact with Bank until the
date of this Loan Agreement including, but not limited to, any
claim arising from any reports (environmental reports,
surveys, appraisals, etc.) prepared by any parties hired or
recommended by Bank. Borrower and all other Obligors confirm
to Bank that they have reviewed the effect of this release
with competent legal counsel of their choice, or have been
afforded the opportunity to do so, prior to execution of this
Loan Agreement and the Loan Documents and do each acknowledge
and agree that Bank is relying upon this release in extending
the Loans to Borrower.
9.6 Waiver of Jury Trial. BORROWER ACKNOWLEDGES THAT THE RIGHT TO
TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE
WAIVED. BORROWER, AFTER CONSULTING (OR HAVING HAD THE
OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY
AND VOLUNTARILY AND FOR ITS BENEFIT WAIVES ANY RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY CLAIM, DISPUTE, CONFLICT, OR
CONTENTION, IF ANY, AS MAY ARISE UNDER THIS LOAN AGREEMENT OR
THE LOANS, AND AGREES THAT ANY LITIGATION BETWEEN THE PARTIES
CONCERNING THIS LOAN AGREEMENT OR THE LOANS SHALL BE HEARD BY
A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY.
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9.7 Customer Identification - USA Patriot Act Notice. The Bank
hereby notifies the Borrower that pursuant to the requirements
of the USA PATRIOT Act (Title III of Pub. L. 107-56, signed
into law October 26, 2001) (the "Act"), and the Bank's
policies and practices, the Bank is required to obtain, verify
and record certain information and documentation that
identifies the Borrower, which information includes the name
and address of the Borrower and such other information that
will allow the Bank to identify the Borrower in accordance
with the Act.
IN WITNESS WHEREOF, this Loan Agreement was executed and delivered by the
undersigned on the date stated in the first paragraph above.
Witnesses: BORROWER:
TECHTEAM GLOBAL, INC.
/s/ Michael A. Sosin By: /s/ David W. Morgan
- ------------------------------ -----------------------------
Its: Vice President, Chief Financial Officer,
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and Treasurer
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STANDARD FEDERAL BANK N.A., A NATIONAL
BANKING ASSOCIATION
By: /s/ Greg Eichbrecht
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Its: Officer
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