EXHIBIT 10.2
Obligor No.
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Obligation No.
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PROMISSORY NOTE
LINE OF CREDIT
PRIME BASED RATE
$5,000,000
Due Date: September 7, 2006 Dated: September 7, 2004
FOR VALUE RECEIVED, on or before the Due Date, the undersigned, jointly
and severally if more than one maker ("Borrower"), promise(s) to pay to the
order of Standard Federal Bank N.A., a national banking association ("Bank"), at
2600 West Big Beaver Road, Troy, Michigan 48084, or at such other place as the
Bank may designate in writing, the principal sum of Five Million Dollars
($5,000,000), or such lesser amount as may from time to time be outstanding by
reason of having been advanced hereunder, plus interest as hereinafter provided
on all amounts outstanding hereunder, all in lawful money of the United States
of America.
INTEREST RATE. The principal outstanding under this Note from time to
time shall bear interest on a basis of a year of 360 days for the actual number
of days amounts are outstanding hereunder, at a rate per annum ("Effective
Interest Rate") equal to one half of one percent (1/2%).
ADVANCES. This Note is given as evidence of any and all indebtedness of
the Borrower to the Bank arising as a result of advances or other credit which
may be made under this Note from time to time. The principal amount of
indebtedness owing pursuant to this Note shall change from time to time,
decreasing in an amount equal to any and all payments of principal made by the
Borrower and increasing by an amount equal to any and all advances made by the
Bank to the Borrower pursuant to the terms hereof. The books and records of the
Bank shall be conclusive evidence of the amount of principal and interest owing
hereunder at any time. From time to time, the Bank shall furnish Borrower a
statement of the amount of principal and interest owing or outstanding
hereunder, which statement shall be deemed to be correct, accepted by, and
binding upon Borrower, unless the Bank receives a written statement of
exceptions from Borrower within ten (10) days after such statement has been
furnished.
PAYMENT. Accrued interest shall be payable beginning on October 1,
2004, and continuing on the same day of each consecutive month thereafter. The
principal balance and all accrued interest shall be due on the Due Date. All
payments made hereunder shall be applied first against costs and expenses
required to be paid hereunder, then against accrued interest to the extent
thereof and the balance shall be applied against the outstanding principal
amount hereof.
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INTEREST RATE LIMITED TO MAXIMUM PROVIDED BY LAW. Nothing herein
contained, nor any transaction relating hereto, shall be construed or so operate
as to require the Borrower to pay, or be charged, interest at a greater rate
than the maximum allowed by the applicable law relating to this Note. Should any
interest, or other charges, charged, paid or payable by the Borrower in
connection with this Note, or any other document delivered in connection
herewith, result in the charging, compensation, payment or earning of interest
in excess of the maximum allowed by applicable law, then any and all such excess
shall be and the same is hereby waived by the holder, and any and all such
excess paid shall be automatically credited against and in reduction of the
principal due under this Note. If the Bank shall reasonably determine that the
interest rate (together with all other charges or payments related hereto that
may be deemed interest) stipulated under this Note is, or may be, usurious or
otherwise limited by law, the unpaid balance of this Note, with accrued interest
at the highest rate permitted to be charged by stipulation in writing between
the Bank and Borrower, at the option of the Bank, shall immediately become due
and payable.
EVENTS OF DEFAULT. The Borrower, without notice or demand of any kind,
shall be in default under this Note if any amount due and owing on this Note or
any fees due the Bank, any expenses incurred by the Bank hereunder or any and
all other liabilities and obligations of the Borrower to the Bank, 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, or if any
other Event of Default, as defined in the Business Loan Agreement hereinafter
referenced, as the same may be amended from time to time, shall occur ("Event of
Default").
REMEDIES. Upon the occurrence of any Event of Default, the Bank may,
without notice, declare the entire unpaid and outstanding principal balance
hereunder and all accrued interest, together with all other indebtedness of
Borrower to the Bank, 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 the Bank shall have and may exercise any one
or more of the rights and remedies provided herein or in any loan agreement,
mortgage, guaranty, security agreement or other document relating hereto. The
remedies provided for hereunder are cumulative to the remedies for collection of
the amounts owing hereunder as provided by law or by any loan agreement,
mortgage, guaranty, security agreement or other document relating hereto.
Nothing herein is intended, nor should it be construed, to preclude the Bank
from pursuing any other remedy for the recovery of any other sum to which the
Bank may be or become entitled for breach of the terms of this Note or any loan
agreement, mortgage, guaranty, security agreement or other instrument relating
hereto.
COSTS OF COLLECTION. Borrower agrees, in case of an Event of Default
under the terms of this Note or under any loan agreement, security or other
agreement executed in connection herewith, to pay all costs of the Bank for
collection of this Note and all other liabilities of Borrower to the Bank and
enforcement of its rights hereunder, including reasonable attorney fees and
legal expenses including participation in Bankruptcy proceedings.
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DEFAULT RATE OF INTEREST. During any period(s) an Event of Default has
occurred and is continuing, or after the Due Date, or after acceleration of
maturity, the outstanding principal amount hereof shall bear interest at a rate
equal to three percent (3.0%) per annum greater than the interest rate otherwise
charged hereunder.
LATE CHARGES. If any required payment is not made within ten (10) days
after the date it is due (other than any balloon payment of principal due on the
Due Date), then, at the option of the Bank, a late charge in the amount of five
percent (5.0%) of the payment so overdue may be charged.
NO WAIVER OF DEFAULT. Acceptance by the Bank of any payment in an
amount less than the amount then due shall be deemed an acceptance on account
only, and the failure to pay the entire amount then due shall be and continue to
be an Event of Default. Upon any Event of Default, neither the failure of the
Bank promptly to exercise its right to declare the outstanding principal and
accrued unpaid interest hereunder to be immediately due and payable, nor the
failure of the Bank to demand strict performance of any other obligation of the
Borrower or any other person who may be liable hereunder shall constitute a
waiver of any such rights, nor a waiver of such rights in connection with any
future default on the part of the Borrower or any other person who may be liable
hereunder.
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 NOTE OR THE LOAN EVIDENCED BY THIS NOTE, AND AGREES
THAT ANY LITIGATION BETWEEN THE PARTIES CONCERNING THIS NOTE OR THE LOAN
EVIDENCED BY THIS NOTE SHALL BE HEARD BY A COURT OF COMPETENT JURISDICTION
SITTING WITHOUT A JURY.
GENERAL. Borrower and all endorsers and guarantors hereof, if any,
hereby jointly and severally waive presentment for payment, demand, notice of
non-payment, notice of protest or protest of this Note, diligence in collection
or bringing suit, and hereby consent to any and all extensions of time,
renewals, waivers, or modifications that may be granted by the Bank with respect
to payment or any other provisions of this Note, and to the release of any
collateral or any part thereof, with or without substitution. The liability of
the Borrower shall be absolute and unconditional, without regard to the
liability of any other party hereto. This Note shall be deemed to have been
executed in, and all rights and obligations hereunder shall be governed by, the
laws of the State of Michigan.
OTHER DOCUMENTS. This Note has been executed pursuant to, or is secured
or supported by, the following documents:
A. Business Loan Agreement, dated September 7, 2004.
B. Security Agreement, dated September 7, 2004.
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The Borrower and the Bank may also have signed other documents in
conjunction herewith providing for security for this Note or other matters.
Reference is hereby made to the foregoing documents for additional terms
relating to the transaction giving rise to this Note, the security or support
given for this Note and additional terms and conditions under which this Note
matures, may be accelerated or prepaid.
BORROWER:
TechTeam Global, Inc.
By: /s/ David W. Morgan
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Its: Vice President, Chief Financial
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Officer, and Treasurer
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27335 West Eleven Mile Road
Southfield, Michigan 48035
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