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EXHIBIT 10.18
[NBD LOGO] CREDIT AUTHORIZATION AGREEMENT
NBD BANK (the "Bank"), 611 Woodward Avenue, Detroit, Michigan 48226-3947, has
approved the credit facilities listed below (collectively, the "Credit
Facilities," and, individually, as designated below) to:
National TechTeam, Inc. (the "Borrower"),
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(Borrower's Name)
22000 Garrison Avenue, Dearborn, MI 48124
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(Borrower's Address)
subject to the terms and conditions set forth in this agreement.
1.0 CREDIT FACILITIES. (Check and complete applicable sections)
1.1 UNCOMMITTED CREDIT AUTHORIZATIONS. The Bank has approved the
uncommitted credit authorizations listed below (collectively, the "Credit
Authorizations," and, individually, as designated below) subject to the terms
and conditions of this agreement and the Bank's continuing satisfaction with
the Borrower's financial status. Disbursements under the Credit Authorizations
are solely at the Bank's discretion. Any disbursement on one or more occasions
shall not commit the Bank to make any subsequent disbursement.
/X/ A. FACILITY A. The Bank has approved an uncommitted Credit
Authorization to the Borrower in the principal sum not to exceed
$3,500,000.00 in the aggregate at any one time outstanding ("Facility
A"). Credit under Facility A shall be in the form of disbursements
evidenced by credits to the Borrower's account and shall be repayable
as set forth in a Master Demand Note executed concurrently (referred
to in this agreement both singularly and together with any other
promissory notes referenced in this Section 1 as the "Notes"). The
proceeds of Facility A shall be used for the following purpose:
working capital. Facility A shall expire on April 30, 1996 unless
earlier withdrawn.
/X/ B. FACILITY B (INCLUDING LETTERS OF CREDIT). The Bank has approved
an uncommitted Credit Authorization to the Borrower in the principal
sum not to exceed $50,000.00 in the aggregate at any one time
outstanding ("Facility B"). Facility B shall include the issuance of
[commercial/standby] letters of credit not exceeding $ 50,000.00 in
the aggregate at any one time outstanding, expiring not later than
April 30, 1996 [which shall include time drafts expiring not later
than ____________________, 199____] (the "Letters of Credit").
(Strike bracketed words if inapplicable.) Each Letter of Credit
shall be in form acceptable to the Bank and shall bear a fee of %
per year of the face amount of each standby Letter of Credit plus an
issuance fee of $ _______________ upon issuance of each Letter of
Credit.(If no fee is listed, the Letters of Credit shall bear a fee
to be agreed upon by the Bank and the Borrower). Credit under
Facility B shall be in the form of disbursements evidenced by credits
to the Borrower's account and shall be repayable as set forth in a
Master Demand Note executed concurrently (referred to in this
agreement both singularly and together with any other promissory
notes referenced in this Section 1 as the "Notes") or by issuance of
a Letter of Credit upon completion of an application acceptable to
the Bank. The proceeds of Facility B shall be used for the following
purpose: Facility B shall expire on , 199 unless earlier
withdrawn.
/X/ C. FACILITY C (PURCHASE MONEY TERM LOANS). The Bank has approved an
uncommitted credit authorization to the Borrower in the principal sum
not to exceed $ 2,000,000.00 in the aggregate at any one time
outstanding ("Facility C"). Facility C shall be in the form of loans
evidenced by the Borrower's notes on the Bank's form (referred to in
this agreement both singularly and together with any other promissory
notes referenced in this Section 1 as the "Notes"), the proceeds of
which shall be used to purchase the following equipment computer
equipment. Interest on each loan shall accrue at a rate to be agreed
upon by the Bank and the Borrower at the time the loan is made. The
maturity of each note shall not exceed 60 months from the note date.
Notwithstanding the aggregate amount of Facility C stated above, the
original principal amount of each loan shall not exceed the lesser of
100% of the cost of the equipment purchased with loan proceeds or
$2,000,000.00. Facility C shall expire on April 30, 1996 unless
earlier withdrawn.
/ / 1.2 TERM LOANS. The Bank agrees to extend credit to the Borrower in the
form of term loan(s) (whether one or more, the 'Term Loans") in the principal
sum(s) of___________________ respectively, bearing interest and payable as set
forth in the Term Note(s) executed concurrently (referred to in this agreement
both singularly and together with any other promissory notes referenced in this
Section 1 as the "Notes"). The proceeds of the Term Loans shall be used for
the following purpose:__________________________________________________________
________________________________________________________________________________
2.0 CONDITIONS PRECEDENT.
2.1 CONDITIONS PRECEDENT TO INITIAL EXTENSION OF CREDIT. Before the first
extension of credit under this agreement. whether by disbursement of a loan,
issuance of a letter of credit, or otherwise, the Borrower shall deliver to the
Bank, in form and substance satisfactory to the Bank:
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A. LOAN DOCUMENTS. The Notes, the letter of credit applications required
by Section 1.2; the security agreements, financing statements, mortgages
and other documents required by Section 5.1; the guaranties required by
Section 6.0; the subordination agreements required by Section 7.0; and any
other loan documents which the Bank may reasonably require to give effect
to the transactions contemplated by this agreement;
B. EVIDENCE OF DUE ORGANIZATION AND GOOD STANDING. Evidence
satisfactory to the Bank of the due organization and good standing of the
Borrower and every other business entity that is a party to this agreement
or any other loan document required by this agreement; and
C. EVIDENCE OF AUTHORITY TO ENTER INTO LOAN DOCUMENTS. Evidence
satisfactory to the Bank that (i) each party to this agreement or any
other loan document required by this agreement is authorized to enter into
the transactions contemplated by this agreement and the other loan
documents, and (ii) the person signing on behalf of each such party is
authorized to do so.
2.2 CONDITIONS PRECEDENT TO EACH EXTENSION OF CREDIT. Before any
extension of credit under this agreement, whether by disbursement of a loan,
issuance of a letter of credit, or otherwise, the following conditions shall
have been satisfied:
A. REPRESENTATIONS. The representations contained in Section 10 shall
be true on and as of the date of the extension of credit;
B. NO EVENT OF ACCELERATION. No event of acceleration shall have
occurred and be continuing or would result from the extension of credit.
C. CONTINUED SATISFACTION. The Bank shall have remained satisfied with
the Borrower's managerial and financial status;
D. ADDITIONAL APPROVALS, OPINIONS, AND DOCUMENTS. The Bank shall have
received such other approvals, opinions and documents as it may reasonably
request; and
E. OTHER CONDITIONS.___________________________________________________
_________________________________________________________________________
_________________________________________________________________________.
3.0 BORROWING BASE/ANNUAL PAY DOWN.
3.1 BORROWING BASE. (complete if applicable) Notwithstanding any other
provision of this agreement, the aggregate principal amount outstanding at any
one time under (check applicable clauses)
/ / Facility A
/ / Facility B
shall not exceed the lesser of the Borrowing Base or $__________________.
Borrowing Base means:
(Check and complete applicable clauses)
/ / A. ____% of the Borrower's trade accounts receivable in which the
Bank has a perfected, first priority, security interest, excluding
accounts more than 90 days past due from the date of invoice,
accounts subject to offset or defense, government, bonded, affiliate
and foreign accounts, accounts from trade debtors of which more than
% of the aggregate amount owing from the trade debtor to the Borrower
is more than days past due, and accounts otherwise unacceptable to
the Bank, plus
/ / B. Inventory of the Borrower in which the Bank has a perfected,
first priority, security interest valued at the lower of cost or
market, but not exceeding $ in aggregate, as follows:
[](1)_____________________ % of aggregate inventory; or
[](1)_____________________ % of raw material inventory; and
[](2)_____________________ % of work-in-process inventory; and
[](3)_____________________ % of finished goods inventory, plus
/ / C._____% of the ___________ value of the Borrower's machinery and
equipment in which the Bank has a perfected, first priority, security
interest but not exceeding $____________________, plus
/ / D. Additional Borrowing Base provisions are contained in the attached
addendum.
3.2 ANNUAL PAY DOWN. (complete if applicable) Notwithstanding any other
provision of this agreement, there shall be no debt outstanding under
________________________________________ for a period of _____________________
(Facility A, Facility B, etc.)
consecutive months during each fiscal year of the Borrower.
4.0 FEES AND EXPENSES. (complete if applicable)
4.1 FEES. Upon execution of this agreement, the Borrower shall pay the
Bank the following fees, all of which the Borrower acknowledges have been
earned by the Bank: negotiable up to 1%
4.2 OUT-OF POCKET EXPENSES. In addition to any fee set forth in Section
4.1 above, the Borrower shall reimburse the Bank for its out-of- pocket
expenses and reasonable attorney's fees (including the fees of in-house
counsel) allocated to the Credit Facilities.
5.0 SECURITY.
5.1 Payment of all amounts owing under the Credit Facilities shall be
secured by the Borrower's grant of a continuing first security interest and/or
real estate mortgage, as the case may be, covering its interest in the
following property and all its additions, substitutions, increments, proceeds
and products, present and future, whether now owned or later acquired, (the
"Collateral"):
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(check and complete applicable clauses)
/ / A. ACCOUNTS RECEIVABLE. All of the Borrower's accounts, chattel
paper, general intangibles, instruments, and documents (as those terms are
defined in the Uniform Commercial Code), rights to refunds of taxes paid at any
time to any governmental entity, and any letters of credit and drafts under
them given in support of the foregoing, wherever located. The Borrower shall
deliver to the Bank executed security agreements and financing statements in
form and substance satisfactory to the Bank.
/ / B. INVENTORY. All of the Borrower's inventory, wherever located.
The Borrower shall deliver to the Bank executed security agreements and
financing statements in form and substance satisfactory to the Bank.
/ / C. EQUIPMENT. All of the Borrower's equipment, wherever located.
The Borrower shall deliver to the Bank executed security agreements and
financing statements in form and substance satisfactory to the Bank.
/ / D. REAL ESTATE. The real property, including improvements, located
at ____________________________. The Borrower shall deliver to the Bank an
executed mortgage ALTA mortgage title insurance policy without exceptions with
mortgage survey certified to the Bank and the title company, and, where
applicable, an assignment of rents, subordinations of leases and assignments of
land contracts, all in form and substance satisfactory to the Bank.
/ / E. ___________________________________________________________________
_______________________________________________________________________________
5.2 No forbearance or extension of time granted any subsequent owner of
the Collateral shall release the Borrower from liability.
5.3 ADDITIONAL COLLATERAL/SETOFF. To further secure payment of all
amounts owing under the Credit Facilities and all of the Borrower's other
liabilities to the Bank, the Borrower grants to the Bank a continuing security
interest in: (i) all securities and other property of the Borrower in the
custody, possession or control of the Bank (other than property held by the
Bank solely in a fiduciary capacity), and (ii) all balances of deposit accounts
of the Borrower with the Bank. The Bank shall have the right at any time to
apply its own debt or liability to the Borrower, or to any other party liable
for payment of the Credit Facilities, in whole or partial payment of the Credit
Facilities or other present or future liabilities, without any requirement of
mutual maturity.
5.4 CROSS LIEN. Any of the Borrower's other property in which the Bank
has a security interest to secure payment of any other debt, whether absolute,
contingent, direct or indirect, including the Borrower's guaranties of the
debts of others, shall also secure payment of and be part of the Collateral for
the Credit Facilities.
6.0 GUARANTIES. (complete if applicable)
Payment of the Borrower's liabilities under the Credit Facilities shall be
guaranteed by _______________________________________, by execution of the
Bank's form of guaranty agreement. The liability of the guarantors, if more
than one, shall be joint and several.
7.0 SUBORDINATION. (complete if applicable)
The Credit Facilities shall be supported by the subordination of debt
owing from the Borrower to____________________________________________________
_______________________, including without limitation debt currently owing in
the amount of $ __________________________________________ in manner and by
agreement satisfactory to the Bank.
8.0 AFFIRMATIVE COVENANTS. So long as any debt remains outstanding under
the Credit Facilities, the Borrower, and each of its subsidiaries, if any,
shall:
8.1 INSURANCE. Maintain insurance with financially sound and reputable
insurers covering its properties and business against those casualties and
contingencies and in the types and amounts as shall be in accordance with sound
business and industry practices.
8.2 EXISTENCE. Maintain its existence and business operations as
presently in effect in accordance with all applicable laws and regulations, pay
its debts and obligations when due under normal terms, and pay on or before
their due date all taxes, assessments, fees and other governmental monetary
obligations, except as they may be contested in good faith if they have been
properly reflected on its books and, at the Bank's request, adequate funds or
security has been pledged to insure payment.
8.3 FINANCIAL RECORDS. Maintain proper books and records of account, in
accordance with generally accepted accounting principles where applicable, and
consistent with financial statements previously submitted to the Bank.
8.4 NOTICE. Give prompt notice to the Bank of the occurance of (i) any
event of acceleration, and (ii) any other development, financial or otherwise,
which would affect the Borrower's business, properties or affairs in a
materially adverse manner.
8.5 COLLATERAL AUDITS. (complete if applicable) Permit the Bank or its
agents to perform_______________________________________
(monthly, annual, etc.)
audits of the Collateral. The Borrower shall compensate the Bank for those
audits in accordance with the Bank's schedule of fees as may be amended from
time to time. Whether or not this section has been completed, the Bank shall
retain the right to inspect the Collateral and business records related to it
at such times and at such intervals as the Bank may reasonably require.
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8.6 MANAGEMENT. (complete if applicable) Maintain____________________ as
___________________________________________________________________________.
8.7 FINANCIAL REPORTS. Furnish to the Bank whatever information, books
and records the Bank may reasonably request, including at a minimum: (Check and
complete applicable clauses. If the Borrower has subsidiaries, all financial
statements required will be provided on a consolidated basis.)
/X/ A. Within 45 days after each quarterly period, a balance
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(Monthly/quarterly)
sheet as of the end of that period and statements of income, retained
earnings, and cash flows from the beginning of that fiscal year to the
end of that period,
/X/ B. Within 90 days after and as of the end of each of its fiscal years,
a detailed financial statement ,
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(audit/financial statement)
including a balance sheet and statements of income, retained earnings, and
cash flows audited
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(reviewed compiled certified)
by an independent certified public accountant of recognized standing.
/X/ C. Within 30 days after and as of the end of each calendar month, the
following lists, (check applicable clauses)
/X/ (1) a list of accounts receivable, aged from date of invoice;
/X/ (2) a list of accounts payable, aged from date of receipt;
/ / (3) a list of inventory, valued at the lower of cost or market.
/ / D. Within ______ days after and as of the end of each calendar year,
the signed personal financial statement of
_________________________________________________________________________.
(Borrower/Guarantor/other)
/ / E. Within 5 days after filing, a signed copy of the annual tax return,
with exhibits, of _______________________________________________________
(Borrower/Guarantor/other)
/ / F. An Environmental Certificate on the Bank's form on and as of the
date of this agreement, and thereafter as required by the Environmental
Certificate.
/ / G. _________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
9.0 NEGATIVE COVENANTS.
9.1 DEFINITIONS. As used in this agreement, the following terms have the
following respective meanings:
A. "Subordinated Debt" means debt subordinated to the Bank in manner and
by agreement satisfactory to the Bank.
B. "Tangible Net Worth" means total assets less intangible assets
and total liabilities. Intangible assets include goodwill, patents,
copyrights, mailing lists, catalogs, trademarks, bond discount and
underwriting expenses, organization expenses, and all other intangibles.
9.2 Unless otherwise noted, the financial requirements set forth in this
section shall be computed in accordance with generally accepted accounting
principles applied on a basis consistent with financial statements previously
submitted by the Borrower to the Bank.
9.3 Without the written consent of the Bank, so long as any debt remains
outstanding under the Credit Facilities, the Borrower shall not: (where
appropriate, covenants shall apply on a consolidated basis - clauses H-0 apply
only if completed.)
A. DIVIDENDS. Acquire or retire any of its shares of capital
stock, or declare or pay dividends or make any other distributions upon
any of its shares of capital stock, except dividends payable in its
capital stock, and dividends payable to "Subchapter S" corporation
shareholders, in amounts sufficient to pay the shareholder(s) income tax
obligations related to the Borrower's taxable income.
B. SALE OF SHARES. Issue, sell or otherwise dispose of any shares
of its capital stock or other securities, or rights, warrants or options
to purchase or acquire any such shares or securities.
C. DEBT. Incur, or permit to remain outstanding, debt for borrowed
money or installment obligations, except debt reflected in the latest
financial statement of the Borrower furnished to the Bank prior to
execution of this agreement and not to be paid with proceeds of borrowings
under the Credit Facilities. For purposes of this covenant, the sale of
any accounts receivable shall be deemed the incurring of debt for borrowed
money.
D. GUARANTIES. Guarantee or otherwise become or remain secondarily
liable on the undertaking of another, except for endorsement of drafts for
deposit and collection in the ordinary course of business.
E. LIENS. Create or permit to exist any lien on any of its
property, real or personal, except: existing liens known to the Bank;
liens to the Bank; liens incurred in the ordinary course of business
securing current nondelinquent liabilities for taxes, worker's
compensation, unemployment insurance, social security and pension
liabilities; and liens for taxes being contested in good faith.
F. ADVANCES AND INVESTMENTS. Purchase or acquire any securities
of, or make any loans or advances to, or investments in, any person, firm
or corporation, except obligations of the United States Government, open
market commercial paper rated one of the top two ratings by a rating
agency of recognized standing, or certificates of deposit in insured
financial institutions.
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G. USE OF PROCEEDS. Use, or permit any proceeds of the Credit
Facilities to be used, directly or indirectly, for the purpose of
"purchasing or carrying any margin stock" within the meaning of Federal
Reserve Board Regulation U. At the Banks request, the Borrower shall
furnish to the Bank a completed Federal Reserve Board Form U-1.
H. WORKING CAPITAL. Permit the difference between its current
assets [less all sums owing from stockholders, members or partners, as the
case may be, and from officers, managers and directors] and current
liabilities [plus all sums (other than Subordinated Debt) owing to
stockholders, members or partners, as the case may be, and to officers,
managers and directors] to be less than $______________________.(Strike
bracketed words if not applicable.)
I. TANGIBLE NET WORTH [PLUS SUBORDINATED DEBT]. Permit its
Tangible Net Worth [plus Subordinated Debt] to be less than $ 6,500,000.
(Strike bracketed words if not applicable).
J. CURRENT RATIO. Permit the ratio of its current assets to its
current liabilities to be less than _____________________ to 1.00.
K. LEVERAGE RATIO. Permit the ratio of its total liabilities to
its Tangible Net Worth (plus Subordinated Debt] to exceed 1.00 to 1.00.
(Strike bracketed words if not applicable).
L. FIXED ASSETS. Expend for, contract for, lease, rent or
otherwise acquire fixed assets, if the expense to the Borrower, and all
subsidiaries, if any, shall exceed $ __________________________________
in the aggregate in any one fiscal year.
M. LEASES. Contract for or assume in any manner, lease obligations
if the aggregate of all payments shall exceed $ _________________________
in any one fiscal year.
N. COMPENSATION. Pay, or award compensation of any kind, in any
one fiscal year, to __________________ exceeding $_____________________.
O. _________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
10.0 REPRESENTATIONS BY BORROWER. Each Borrower represents that: (a) the
execution and delivery of this agreement and the Notes and the performance of
the obligations they impose do not violate any law, conflict with any agreement
by which it is bound, or require the consent or approval of any governmental
authority or any third party; (b) this agreement and the Notes are valid and
binding agreements, enforceable according to their terms; and (c) all balance
sheets, income statements, and other financial statements furnished to the Bank
are accurate and fairly reflect the financial condition of the organizations
and persons to which they apply on their effective dates, including contingent
liabilities of every type, which financial condition has not changed materially
and adversely since those dates. Each Borrower, if other than a natural
person, further represents that: (a) it is duly organized, existing and in good
standing under the laws of the jurisdiction under which it was organized; and
(b) the execution and delivery of this agreement and the Notes and the
performance of the obligations they impose (i) are within its powers; (ii) and
have been duly authorized by all necessary action of its governing body, and
(iii) do not contravene the terms of its articles of incorporation or
organization, its by laws, or any partnership, operating or other agreements
governing its affairs.
11.0 ACCELERATION.
11.1 EVENTS OF ACCELERATION. If any of the following events occur, the
Credit Facilities shall terminate and all borrowings under them shall become
due immediately, without notice, at the Bank's option, whether or not the Bank
has made demand.
A. The Borrower or any guarantor of any of the Credit Facilities
("Guarantor") fails to pay when due any amount payable under the Credit
Facilities or under any agreement or instrument evidencing debt to any
creditor.
B. The Borrower or any Guarantor (a) fails to observe or perform
any other term of this agreement or the Notes; (b) makes any materially
incorrect or misleading representation, warranty or certificate to the Bank;
(c) makes any materially incorrect or misleading representation in any
financial statement or other information delivered to the Bank; or (d) defaults
under the terms of any agreement or instrument relating to any debt for
borrowed money (other than borrowings under the Credit Facilities) such that
the creditor declares the debt due before its maturity.
C. There is a default under the terms of any loan agreement,
mortgage, security agreement or any other document executed as part of the
Credit Facilities, or any guaranty of the liabilities under the Credit
Facilities becomes unenforceable in whole or in part, or any Guarantor fails to
promptly perform under its guaranty.
D. A "reportable event" (as defined in the Employee Retirement
Income Security Act of 1974 as amended) occurs that would permit the Pension
Benefit Guaranty Corporation to terminate any employee benefit plan of the
Borrower or any affiliate of the Borrower.
E. The Borrower or any Guarantor becomes insolvent or unable to pay
its debts as they become due.
F. The Borrower or any Guarantor (a) makes an assignment for the
benefit of creditors; (b) consents to the appointment of a custodian, receiver
or trustee for it or for a substantial part of its assets; or (c) commences
any proceeding under any bankruptcy, reorganization, liquidation or similar
laws of any jurisdiction.
G. A custodian, receiver or trustee is appointed for the Borrower
or any Guarantor or for a substantial part of its assets without its consent
and is not removed within 60 days after the appointment.
H. Proceedings are commenced against the Borrower or any Guarantor
under any bankruptcy, reorganization, liquidation, or similar laws of any
jurisdiction, and those proceedings remain undismissed for 60 days after
commencement; or the Borrower or Guarantor consents to the commencement of the
proceedings.
I. Any judgment is entered against the Borrower or any Guarantor.
or any attachment, levy or garnishment is issued against any property of the
Borrower or any Guarantor.
J. The Borrower or any Guarantor dies.
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K. The Borrower or any Guarantor, without the Bank's written
consent, (a) is dissolved, (b) merges or consolidates with any third party, (c)
leases, sells or otherwise conveys a material part of its assets or business
outside the ordinary course of business, (d) leases, purchases, or otherwise
acquires a material part of the assets of any other corporation or business
entity, except in the ordinary course of business, or (e) agrees to do any of
the foregoing (notwithstanding the foregoing, any subsidiary may merge or
consolidate with any other subsidiary, or with the Borrower, so long as the
Borrower is the survivor).
L. The loan-to-value ratio of any pledged securities at any time
exceeds %, and such excess continues for five (5) days after notice from the
Bank to the Borrower.
M. There is a substantial change in the existing or prospective
financial condition of the Borrower or any Guarantor which the Bank in good
faith determines to be materially adverse.
N. The Bank in good faith shall deem itself insecure.
11.2 REMEDIES. If the amounts owing under the Credit Facilities are
not paid at maturity, whether by demand, acceleration, or otherwise, the Bank
shall have all of the rights and remedies provided by any law or agreement.
Any requirement of reasonable notice shall be met if the Bank sends the notice
to the Borrower at least seven (7) days prior to the date of sale, disposition
or other event giving rise to the required notice. The Bank is authorized to
cause all or any part of the Collateral to be transferred to or registered in
its name or in the name of any other person, firm or corporation, with or
without designation of the capacity of such nominee. The Borrower shall be
liable for any deficiency remaining after disposition of any Collateral. The
Borrower is liable to the Bank for all reasonable costs and expenses of every
kind incurred in the making or collection of the Credit Facilities, including,
without limitation, reasonable attorneys' fees and court costs (whether
attributable to the Bank's in-house or outside counsel.) These costs and
expenses shall include, without limitation, any costs or expenses incurred by
the Bank in any bankruptcy, reorganization, insolvency or other similar
proceeding.
12.0 MISCELLANEOUS.
12.1 Notice from one party to another relating to this agreement
shall be deemed effective if made in writing (including telecommunications) and
delivered to the recipient's address, telex number or fax number set forth
under its name below by any of the following means: (a) hand delivery, (b)
registered or certified mail, postage prepaid, with return receipt requested,
(c) first class or express mail, postage prepaid, (d) Federal Express, or like
overnight courier service, or (e) fax, telex or other wire transmission with
request for assurance of receipt in a manner typical with respect to
communication of that type. Notice made in accordance with this section shall
be deemed delivered upon receipt if delivered by hand or wire transmission,
three (3) business days after mailing if mailed by first class, registered or
certified mail, or one business day after mailing or deposit with an overnight
courier service if delivered by express mail or overnight courier.
12.2 No delay on the part of the Bank in the exercise of any right or
remedy shall operate as a waiver. No single or partial exercise by the Bank of
any right or remedy shall preclude any other future exercise of it or the
exercise of any other right or remedy. No waiver or indulgence by the Bank of
any default shall be effective unless in writing and signed by the Bank, nor
shall a waiver on one occasion be construed as a bar to or waiver of that right
on any future occasion.
12.3 This agreement, the Notes, and any related loan documents embody
the entire agreement and understanding between the Borrower and the Bank and
supersede all prior agreements and understandings relating to their subject
matter. If any one or more of the obligations of the Borrower under this
agreement or the Notes shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
obligations of the Borrower shall not in any way be affected or impaired, and
such validity, illegality or unenforceability in one jurisdiction shall not
affect the validity, legality or enforceability of the obligations of the
Borrower under this agreement or the Notes in any other jurisdiction.
12.4 The Borrower, if more than one, shall be jointly and severally
liable.
12.5 This agreement is delivered in the State of Michigan and
governed by Michigan law. This agreement is binding on the Borrower and its
successors, and shall inure to the benefit of the Bank, its successors and
assigns.
12.6 Section headings are for convenience of reference only and shall
not affect the interpretation of this agreement.
13.0 WAIVER OF JURY TRIAL. The Bank and the Borrower, after
consulting or having had the opportunity to consult with counsel, knowingly,
voluntarily and intentionally waive any right either of them may have to a
trial by jury in any litigation based upon or arising out of this agreement or
any related instrument or agreement, or any of the transactions contemplated by
this agreement, or any course of conduct, dealing, statements (whether oral or
written), or actions of either of them. Neither the Bank nor the Borrower
shall seek to consolidate, by counterclaim or otherwise, any action in which a
jury trial has been waived with any other action in which a jury trial cannot
be or has not been waived. These provisions shall not be deemed to have been
modified in any respect or relinquished by either the Bank or the Borrower
except by a written instrument executed by both of them. Executed by the
parties on: August 28, 1995 .
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(Date)
"BANK": "BORROWER":
NBD Bank National TechTeam, Inc.
By: Gregory D. Toney, Loan Officer By: Lawrence A. Mills, CFO
Gregory D. Toney, Loan Officer Lawrence A. Mills, CF0
____________________________________ ____________________________
ADDRESS FOR NOTICES: ADDRESS FOR NOTICES:
18800 Hubbard Dr. 22000 Garrison Avenue
Dearborn, MI 48126 Dearborn, MI 48124
____________________________________ ____________________________
Fax/Telex No. ______________________ Fax/Telex No._______________