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EXHIBIT 10.11
[NBD LOGO] CREDIT AUTHORIZATION AGREEMENT
NBD BANK (the "Bank"), whose address is 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000-0000, has approved the credit facilities listed below (collectively, the
"Credit Facilities," and individually, as designated below) to NATIONAL
TECHTEAM, INC. (the "Borrower"), whose address is 000 XXXXX XX., XXXXX 000,
XXXXXXXX, XX 00000, subject to the terms and conditions set forth in this
agreement.
1.0 CREDIT FACILITIES.
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.
A. FACILITY A. The Bank has approved an uncommitted Credit
Authorization to the Borrower in the principal sum not to exceed
$25,000,000.00 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expire on MAY 31, 1999 unless earlier withdrawn.
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 $5,000,000.00 in the aggregate at any
one time outstanding ("Facility B"). Facility B shall include the
issuance of standby letters of credit not exceeding $5,000,000.00
in the aggregate at any one time outstanding, expiring not later
than NOVEMBER 30, 1999 (the "Letters of Credit"). Each Letter of
Credit shall be in form acceptable to the Bank and shall bear fees
according to the Bank's fee schedule as amended from time to time.
In addition to those fees, each Standby Letter of Credit shall
bear a fee of 1% per year of its face amount. 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: TO ASSIST IN OPENING NEW
OFFICES IN EUROPE. Facility B shall expire on MAY 31, 1999 unless
earlier withdrawn.
C. FACILITY C (PURCHASE MONEY TERM LOANS AND/OR LEASES). 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") or lease agreements on the Bank's standard lease form
(referred to in this agreement as the "Leases"), the proceeds of
which shall be used to acquire equipment and machinery. 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. Rent under any
Lease shall be in an amount to be negotiated by the Borrower and
the Bank prior to funding of the Lease. The maturity of each note
or the term of any Lease shall not exceed 60 months from the note
date or lease commencement date. Notwithstanding the aggregate
amount of Facility C stated above, the original principal amount
of each loan shall not exceed the lesser of 80% of the cost of the
equipment/machinery purchased with loan proceeds or $2,000,000.00,
and the amount funded under each Lease shall not exceed the cost
of the equipment. Facility C shall expire on MAY 31, 1999 unless
earlier withdrawn.
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, the funding of a Lease 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, and if applicable, the Leases, the
letter of credit applications, the security agreement, financing
statements, mortgage, guaranties, subordination agreements and any
other loan documents which the Bank may reasonably require to give
effect to the transactions described 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 and
any other loan document required by this agreement is authorized
to enter into the transactions described by this agreement and the
other loan documents, and (ii) the person signing on behalf of
each 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, the funding of a Lease or
otherwise, the following conditions shall have been satisfied:
A. REPRESENTATIONS. The Representations contained in this agreement
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.
3.0 BORROWING BASE/ANNUAL PAY DOWN.
3.1 BORROWING BASE. When aggregate borrowings (to include any S/L/C's
issued under Facility B) exceed $10,000.00, borrowings will be
serviced on the following.
A. 75% 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. 100% of cash or cash equivalent.
3.2 ANNUAL PAY DOWN. Notwithstanding any other provision of this
agreement, there shall be no debt outstanding under for a period of
consecutive months during each fiscal year of the Borrower.
4.0 FEES AND EXPENSES.
4.1 FEES. Upon execution of this agreement, or as set forth below, the
Borrower shall pay the Bank the following fees, all of which the
Borrower acknowledges have been earned by the Bank:
4.2 OUT-OF-POCKET EXPENSES. 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 the borrowings and all other obligations under the Credit
Facilities shall be secured by a first security interest and/or real
estate mortgage, as the case may be, covering the following property
and all its additions, substitutions, increments, proceeds and
products, whether now owned or later acquired ("Collateral"):
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A. MACHINERY AND EQUIPMENT PURCHASED UNDER FACILITY C.
5.2 No forebearance 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 the
borrowings and all other obligations 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 obligations under the Credit
Facilities, in whole or partial payment of such obligations 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 debt of others, shall also secure payment of and be
part of the Collateral for the Credit Facilities.
6.0 GUARANTIES. Payment of the Borrower's obligations 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. The Credit Facilities shall be supported by the
subordination of all 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 or obligation 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. The Bank retains 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.
8.4 NOTICE. Give prompt notice to the Bank of the occurrence 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. Permit the Bank or its agents to perform audits of
the Collateral. The Borrower shall compensate the Bank for such audits
in accordance with the Bank's schedule of fees as amended from time to
time.
8.6 MANAGEMENT. Maintain as .
8.7 FINANCIAL REPORTS. Furnish to the Bank whatever information, books,
and records the Bank may reasonably request, including at a minimum:
If the Borrower has subsidiaries, all financial statements required
will be provided on a consolidated and on a separate basis.
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A. Within 60 days after each quarterly period, a balance sheet as
of the end of that period and statements of income, cash
flows, and retained earnings from the beginning of that
fiscal year to the end of that period, certified as correct by
one of its authorized agents.
B. Within 90 days after, and as of the end of, each of its fiscal
years, a detailed audit including a balance sheet and statements
of income, retained earnings, and cash flows certified by an
independent certified public accountant of recognized standing.
C. Within 20 days after and as of the end of each calendar month
WHEN OUTSTANDINGS EXCEED $10,000,000.00, the following lists,
each certified as correct by one of its authorized agents:
(1) a list of accounts receivable, aged from date of invoice;
(2) a list of accounts payable, aged from date of receipt.
D. Provide prior notification to NBD Bank of any acquisition valued
in excess of $10,000,000.00.
9.0 NEGATIVE COVENANTS.
9.1 DEFINITIONS. As used in this agreement, the following terms shall
have the following respective meanings:
A. "Debt Service" means for any period, principal and interest
payments either paid or due during that period [on all debt of
the Borrower] [on all debt of the Borrower to the Bank] [on all
debt of the Borrower except Subordinated Debt].
B. "EBITDA" means for any period, net income plus to the extent
deducted in determining net income, interest expense (including
but not limited to imputed interest on capital leases), tax
expense, depreciation, and amortization.
C. "Subordinated Debt" means debt subordinated to the Bank in
manner and by agreement satisfactory to the Bank.
D. "Tangible Net Worth" means total assets less intangible assets,
total liabilities, and all sums owing from stockholders,
members, or partners, as the case may be, and from officers,
managers, and directors. 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 to the Bank, so long as any debt or
obligation remains outstanding under the Credit Facilities, the
Borrower shall not: (where appropriate, covenants apply on a
consolidated basis)
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 or percentage ownership
interests, except dividends payable in its capital stock and
dividends payable to "Subchapter S" corporation shareholders and
distributions payable to LLC members in amounts sufficient to
pay the shareholders' or members' 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 or leases 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.
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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.
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 Bank's request,
the Borrower shall furnish to the Bank a completed Federal
Reserve Board Form U-1.
H. LEVERAGE RATIO. Permit the ratio of its total liabilities to its
Tangible Net Worth [plus Subordinated Debt] to exceed 1.00 to
1.00.
I. CASH FLOW COVERAGE RATIO. Permit the ratio of Borrower's EBITDA
to its Debt Service to be less than 1.50 to 1.00.
10.0 REPRESENTATIONS BY BORROWER. Each Borrower represents that: (a) the
execution and delivery of this agreement, the Notes, and the Leases and
the performance of the obligations they impose do not violate any law,
conflict with any agreement by which the Borrower is bound, or require the
consent or approval of any governmental authority or other third party;
(b) this agreement, the Notes, and the Leases are valid and binding
agreements, enforceable in accordance with their terms; and (c) all
balance sheets, profit and loss 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, the Notes, and the Leases and
the performance of the obligations they impose (i) are within its powers;
(ii) 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 bylaws, or any partnership, operating
or other agreement governing its affairs.
11.0 ACCELERATION.
11.1 EVENTS OF ACCELERATION. If any of the following events occurs, the
Credit Facilities shall terminate and all borrowings and other
obligations under them shall be 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,
the Notes or the Leases ("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, the Notes or the Leases;
(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
obligations 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;
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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 such
appointment;
H. Proceedings are commenced against the Borrower or any Guarantor
under any bankruptcy, reorganization, liquidation, or similar
laws of any jurisdiction, and such proceedings remain
undismissed for 60 days after commencement; or the Borrower or
Guarantor consents to the commencement of such 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;
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 N/A%, 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; or
N. The Bank in good faith shall deem itself insecure.
11.2 REMEDIES. If the borrowings and all other obligations 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 attorney's
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, 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.
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12.3 This agreement, the Notes, the Leases 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, the Notes or the
Leases 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 invalidity, illegality or
unenforceability in one jurisdiction shall not affect the validity,
legality and enforceability of the obligations of the Borrower under
this agreement, the Notes or the Leases 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 knowingly and
voluntarily waive any right either of them have to a trial by jury
in any proceeding (whether sounding in contract or tort) which is in
any way connected with this or any related agreement, or the
relationship established under them. This provision may only be
modified in a written instrument executed by the Bank and the
Borrower.
Executed by the parties on: MAY 29, 1998.
NBD Bank Borrower:
By: /s/ Xxxxxxx X. Xxxxxx National Tech Team Inc.
------------------------
Xxxxxxx X. Xxxxxx
Its: Vice President By: /s/ X.X. Xxxxx
-------------------------
By: Its: VP and CFO
----------------------- ------------------------
Xxxxxx X. Xxxxxx
Its: First Vice President
Address for Notices: Address for Notices:
00000 Xxxxxxxxx Xxxxx Xxxxx 000 Xxxxx Xx.
Xxxxx 000, Xxxxxxx #0 Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Fax/Telex No. Fax/Telex No.
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unenforceability in one jurisdiction shall not affect the validity,
legality and enforceability of the obligations of the Borrower under
this agreement, the Notes or the Leases 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 knowingly and voluntarily
waive any right either of them have to a trial by jury in any proceeding
(whether sounding in contract or tort) which is in any way connected with
this or any related agreement, or the relationship established under them.
This provision may only be modified in a written instrument executed by the
Bank and the Borrower.
Executed by the parties on: MAY 29, 1998.
NBD Bank Borrower:
By: /s/ Xxxxxxx X. Xxxxxx National Tech Team Inc.
------------------------
Xxxxxxx X. Xxxxxx
Its: Vice President By: X.X. Xxxxxx
-------------------------
By: Its: VP and CFO
----------------------- ------------------------
Xxxxxx X. Xxxxxx
Its: First Vice President
Address for Notices: Address for Notices:
00000 Xxxxxxxxx Xxxxx Xxxxx 000 Xxxxx Xx.
Xxxxx 000, Xxxxxxx #0 Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Fax/Telex No. Fax/Telex No.
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