Exhibit 10.4
INTERCOMPANY
CREDIT AGREEMENT
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This INTERCOMPANY CREDIT AGREEMENT ("Credit Agreement"), dated as of
December 31, 1996, is entered into by and between:
(1) TRUE NORTH COMMUNICATIONS INC. ("Lender"); and
(2) TN TECHNOLOGIES HOLDING INC. ("Borrower").
In consideration of the covenants, conditions and agreements set forth herein,
the parties agree as follows:
ARTICLE 1
DEFINITIONS
1.1 "Advance" shall have the meaning given in Section 2.1 of the Credit
Agreement.
1.2 "Business Day" shall mean any day on which commercial banks are not
authorized or required to close in Chicago, Illinois.
1.3 "Credit Accommodations" shall have the meaning given in Section 2.6.
1.4 "Credit Agreement" shall have the meaning set forth in the opening
paragraph of this document.
1.5 "Commitment" shall mean an amount equal to $5,000,000.
1.6 "Default" shall mean any event or circumstance not yet constituting an
Event of Default but which, with the giving of any notice or the lapse of any
period of time or both, would become an Event of Default.
1.7 "Event of Default" shall have the meaning given to that term in
Section 5.1.
1.8 "GAAP" shall mean generally accepted accounting principles and
practices as promulgated by the Financial Accounting Standards Board and as in
effect in the United States of America from time to time, consistently applied.
Unless otherwise indicated in this Credit Agreement, all accounting terms used
in this Credit Agreement shall be construed, and all accounting and financial
computations hereunder or thereunder shall be computed, in accordance with GAAP.
1.9 "Governmental Authority" shall mean any domestic or foreign national,
state or local government, any political subdivision thereof, any department,
agency, authority or bureau of any of
the foregoing, or any other entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.
1.10 "Indebtedness" of any Person shall mean and include the aggregate
amount of, without duplication (a) all obligations of such Person for borrowed
money, (b) all obligations of such Person evidenced by bonds, debentures, notes
or other similar instruments, (c) all obligations of such Person to pay the
deferred purchase price of property or services (other than accounts payable
incurred in the ordinary course of business determined in accordance with
generally accepted accounting principles), (d) all obligations under capital
leases of such Person, (e) all obligations or liabilities of others secured by a
lien on any asset of such Person, whether or not such obligation or liability is
assumed, (f) all guarantees of such Person of the obligations of another Person;
(g) all obligations created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if
the rights and remedies of the seller or lender under such agreement upon an
event of default are limited to repossession or sale of such property), (h) net
exposure under any interest rate swap, currency swap, forward, cap, floor or
other similar contract that is not entered into in connec tion with a bona fide
hedging operation that provides offsetting benefits to such Person, which agree
ments shall be marked to market on a current basis, (i) all reimbursement and
other payment obligations, contingent or otherwise, in respect of letters of
credit.
1.11 "LIBOR Rate" shall mean the rate per annum, rounded up to the nearest
.01%, at which U.S. dollar deposits are offered in the London interbank market
for one month periods as quoted in the "Money Rates" column of The Wall Street
Journal on the first Business Day of each calendar month. All computations of
such interest shall be based on a year of 360 days and actual days elapsed. Such
LIBOR Rate shall remain in effect until it is adjusted on the first Business Day
of the following calendar month.
1.12 "Liens" shall mean any mortgage, lien, deed of trust, charge, pledge,
security interest or other similar encumbrance.
1.13 "Loan Documents" shall mean and include this Credit Agreement and any
other documents, instruments and agreements delivered to Lender in connection
with this Credit Agreement.
1.14 "Material Adverse Change" shall mean any material adverse change in
the business, financial condition, operations, properties, performance or
prospects of the Borrower and its subsidiaries, taken as a whole.
1.15 "Obligations" shall mean and include all Advances, Reimbursement
Obligations, debts, liabilities, and financial obligations, howsoever arising,
owed by Borrower to Lender of every kind and description (whether or not
evidenced by any note or instrument), direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising pursuant to
the terms of any of the Loan Documents, including, without limitation, all third
party charges, fees and
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commissions, duties and taxes and all such other charges which pertain directly
or indirectly to the Credit Accommodations.
1.16 "Permitted Liens" means the following:
(a) Liens existing on the date hereof;
(b) Liens for taxes, fees, assessments or other governmental charges
or levies, either not delinquent or being contested in good faith by appropriate
proceedings, provided the same have no priority over any of Lender's security
interests;
(c) Liens (i) upon or in any equipment acquired or held by Borrower to
secure the purchase price of such equipment or indebtedness incurred solely for
the purpose of financing such equipment within 180 days of its acquisition, or
(ii) existing on such equipment at the time of its acquisition, provided that
the Lien is confined solely to the property so acquired and accessions,
replacements, substitutions and improvements thereof or thereto, and the
proceeds (including insurance proceeds) of such equipment;
(d) Liens on equipment leased by Borrower pursuant to an operating
lease in the ordinary course of business (including proceeds thereof and
accessions thereto) incurred solely for the purpose of financing the lease of
such Equipment;
(e) Leases or subleases and licenses and sublicenses granted to others
in the ordinary course of Borrower's business not interfering in any material
respect with the business of Borrower, and any interest or title of a lessor,
licensor or under any lease or license;
(f) Liens on assets (including the proceeds thereof and accessions
thereto) that existed at the time such assets were acquired by Borrower;
provided such Liens are not granted in contemplation of or in connection with
the acquisition of such asset by Borrower;
(g) Liens arising from judgments, decrees or attachments in
circumstances not constituting an Event of Default;
(h) Easements, reservations, rights-of-way, restrictions, minor
defects or irregularities in title and other similar charges or encumbrances
affecting real property not constituting a Material Adverse Effect;
(i) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payments of customs duties in connection with the
importation of goods;
(j) Liens which constitute rights of set-off of a customary nature or
banker's Liens with respect to amounts on deposit, whether arising by operation
of law or by contract, in connection with arrangement entered into with banks in
the ordinary course of business;
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(k) Liens on insurance proceeds in favor of insurance companies
granted solely as security for financed premiums; and
(l) Liens incurred in connection with the extension, renewal or
refinancing of the indebtedness secured by Liens of the type described in
clauses (a) through (j) above, provided that any extension, renewal or
replacement Lien shall be limited to the property encumbered by the existing
Lien and the principal amount of the indebtedness being extended, renewed or
refinanced does not increase.
1.17 "Person" shall mean and include an individual, a partnership, a
corporation (including a business trust), a joint stock company, a limited
liability company, an unincorporated association, a joint venture or other
entity or a Governmental Authority.
1.18 "Reimbursement Obligations" means all debts, liabilities and
obligations of every kind and description, howsoever arising, owed by Borrower
to Lender (whether or not evidenced by any note or instrument), direct or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising pursuant to the terms of any Credit Accommodation, including,
without limitation, all interest, fees, charges, expenses, reasonable attorneys'
fees (and expenses) and accountants' fees (and expenses) chargeable to Borrower
or payable by Borrower hereunder or thereunder.
1.19 "Termination Date" shall mean the earliest to occur of (i) the first
anniversary of the date of this Credit Agreement, (ii) the date the Obligations
are made due and payable pursuant to Section 5.2, and (iii) the 90th day
following receipt by Borrower of a demand for repayment pursuant to Section 2.8.
ARTICLE 2
ADVANCES AND OTHER CREDIT ACCOMMODATIONS
2.1 Advances. Subject to the terms and conditions of this Credit
Agreement, Lender agrees to advance to Borrower from time to time and until the
earlier to occur of (i) the Termination Date or (ii) the date of receipt by
Borrower of a demand by Lender of a mandatory prepayment under the provisions of
Section 2.8 hereof, such sums as Borrower may request (the "Advances") but which
shall not exceed, in the aggregate principal amount at any one time outstanding,
together with the amount of the Credit Accommodations at such time outstanding,
the Commitment. Advances shall be made in lawful currency of the United States
of America and shall be made in same day or immedi ately available funds. Each
Advance shall be in an amount equal to at least $25,000 or any integral multiple
of $10,000 in excess thereof and shall be made one Business Day after written
request (or telephonic request confirmed in writing). Subject to the terms and
conditions hereof, Borrower may borrow, prepay the Advances and reborrow
pursuant to this Section 2.1.
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2.2 Payment upon Maturity. If not paid earlier, the outstanding principal
balance of all Advances and Reimbursement Obligations shall be due and payable
to the Lender on the Termination Date. If on the Termination Date any Credit
Accommodations remain outstanding, in addition to paying in full all other
Obligations, Borrower shall provide to Lender cash collateral in an amount equal
to 110% of the amount of all Credit Accommodations outstanding to secure all
Reimbursement Obligations, and Borrower shall execute and deliver to Lender a
pledge agreement with respect thereto in a form satisfactory to Lender.
2.3 Interest. Interest on the outstanding principal balance under the
Advances shall accrue at the LIBOR Rate in effect plus 75 basis points per
annum. All computations of such interest shall be based on a year of 360 days
and actual days elapsed for each day on which any principal balance is
outstanding under the terms of the Credit Agreement.
2.4 Interest Payments. All accrued and unpaid interest shall be due on the
first Business Day of each month. If not paid earlier, all outstanding accrued
interest hereunder shall be due and payable to the Lender on the Termination
Date.
2.5 Other Payment Terms.
(a) Place and Manner. Borrower shall make all payments due to Lender
hereunder in lawful money of the United States and in same day or immediately
available funds.
(b) Date. Whenever any payment due hereunder shall fall due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall be included in the computation of
interest or fees, as the case may be.
(c) Default Rate. From and after the occurrence of an Event of Default
and during the continuance thereof, Borrower shall pay interest on all
Obligations not paid when due, from the due date thereof until such amounts are
paid in full, at a per annum rate equal to three (3) percentage points in excess
of the rate otherwise applicable to Advances and shall pay a charge per annum
with respect to the Credit Accommodations equal to 3.75% of the amount of such
Credit Accomodations. All computations of such interest and charges shall be
based on a year of 360 days and actual days elapsed.
2.6 Other Credit Accommodations.
(a) Terms. Subject to the terms and conditions of this Credit
Agreement, from time to time Borrower may request that Lender (i) assist
Borrower in establishing or opening letters of credit with one or more banks by
joining in the applications for the letters of credit and/or guaran teeing
payment or performance of the letters of credit and/or drafts or acceptances
thereunder or (ii) guarantee other payment obligations of Borrower
(collectively, "Credit Accommodations"). The decision to do any of the foregoing
shall be in Lender's sole discretion and the amount, extent, terms and
conditions of any such letters of credit, drafts, acceptances or guaranties
shall be subject to the
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terms and conditions of this Credit Agreement and shall be subject to change,
modification and revi sion from time to time in Lender's sole discretion. All
obligations incurred by Lender in connection with the Credit Accommodations
shall be incurred solely as an accommodation to Borrower and for Borrower's
account. The total amount of the Credit Accommodations shall not exceed at any
time, together with the aggregate principal amount of the Advances, the
Commitment.
(b) Charges. In addition to any customary changes, fees or expenses of
any bank or other person in connection with a Credit Accommodation (all of which
shall be charged to Borrower's account and shall be payable by Borrower to
Lender immediately), Borrower shall pay to Lender a fee equal to 75 basis points
per annum on the amount of such Credit Accommodations, which shall be due and
payable on the first Business Day of each month. All computations of such fees
shall be based on a year of 360 days and actual days elapsed.
(c) Reimbursement. Borrower unconditionally agrees to reimburse Lender
for any and all payments made by Lender with respect to the Credit
Accommodations and to indemnify, defend and hold Lender harmless from any and
all losses, claims and liabilities arising from any trans actions or occurrences
relating to the Credit Accommodations. If Borrower does not reimburse Lender for
a payment made by Lender with respect to a Credit Accomodation on the same
Business Day as the payment is made, the reimbursable amount shall bear interest
for three Business Days at the LIBOR Rate then in effect plus 75 basis points
per annum and shall thereafter bear interest at a per annum rate equal to three
percentage points in excess of such rate. Borrower further agrees to hold Lender
harmless from any errors or omissions related to the Credit Accomodations,
whether caused by Lender or any financial institution providing the Credit
Accommodations.
(d) Lender's Authority. Borrower agrees that any action taken by
Lender in connection with Credit Accommodations in good faith shall be binding
on Borrower. Lender shall have the full right and authority to take such actions
with respect to the Credit Accommodations as it in good xxxxx xxxxx necessary or
desirable, including agreeing to any amendments, renewals, exten sions,
modifications, changes or cancellations of any of the terms and conditions of
any of the Credit Accommodations.
2.7 Borrower's Account. The Obligations of Borrower to Lender hereunder
shall be evidenced by one or more accounts or records maintained by Lender in
the ordinary course of busi ness. The accounts or records maintained by Lender
shall be presumptive evidence of the amount of such Obligations, and the
interest and principal payments and other charges thereon. Any failure so to
record or any error in so doing shall not, however, limit, increase or otherwise
affect the obligation of Borrower hereunder to pay any amount owing hereunder.
Upon Lender's request, Borrower shall execute a promissory note in favor of
Lender.
2.8 Mandatory Prepayment. At any time after Lender ceases to own shares of
capital stock of Borrower which control in excess of fifty percent (50%) of the
stockholders' voting power, Lender shall have the right to demand that Borrower
prepay all or any portion of the outstanding
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Advances and cash collateralize all or any portion of the outstanding Credit
Accommodations (as set forth in Section 2.2) not later than the 60th day
following receipt by Borrower of such a demand.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BORROWER
To induce Lender to enter into this Credit Agreement and to make
Advances and extend Credit Accommodations hereunder, Borrower represents and
warrants to Lender as follows:
3.1 Due Incorporation, Qualification, etc.. Borrower is a corporation
duly organized, validly existing and in good standing under the laws of its
state of incorporation.
3.2 Authority. The execution, delivery and performance by Borrower of
each Loan Document to be executed by Borrower and the consummation of the
transactions contemplated thereby (i) are within the power of Borrower and (ii)
have been duly authorized by all necessary actions on the part of Borrower.
3.3 Enforceability. Each Loan Document executed, or to be executed, by
Borrower has been, or will be, duly executed and delivered by Borrower and
constitutes, or will constitute, a legal, valid and binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, except as
limited by bankruptcy, insolvency or other laws of general application relating
to or affecting the enforcement of creditors' rights generally and general
principles of equity.
ARTICLE 4
CONDITIONS TO MAKING ADVANCES OR CREDIT ACCOMMODATIONS
Lender's obligation to make the initial Advance or Credit
Accommodation and each subsequent Advance or Credit Accommodation is subject to
the prior satisfaction or waiver of all the conditions set forth in this Article
4.
4.1 Principal Loan Documents. Borrower shall have duly executed and
delivered to Lender: (a) the Credit Agreement; and (b) such other documents,
instruments and agreements as Lender may reasonably request.
4.2 Representations and Warranties Correct. The representations and
warranties made by Borrower in Article 3 hereof shall be true and correct as of
the date on which each Advance or Credit Accommodation is made and after giving
effect to the making of the Advance or Credit Accommodation. The submission by
Borrower to Lender of a request for an Advance or Credit Accommodation shall be
deemed to be a certification by the Borrower that as of the date of borrowing,
the representa tions and warranties made by Borrower in Article 3 hereof are
true and correct.
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4.3 No Event of Default or Default. No Event of Default or Default has
occurred or is continuing.
4.4 Total Outstanding Advances and Credit Accommodations. The total
aggregate principal amount of outstanding Advances and Credit Accommodations
does not exceed the Commitment.
4.5 No Material Adverse Change. There shall have occurred no Material
Adverse Change since the date of this Credit Agreement.
ARTICLE 5
EVENTS OF DEFAULT
5.1 Events of Default. The occurrence of any of the following shall
constitute an "Event of Default" under this Credit Agreement:
(a) Failure to Pay. Borrower shall fail to (i) pay the principal
amount of all outstanding Advances or cash collateralize the Credit
Accommodations on the Termination Date hereunder; (ii) pay any interest,
Obligation or other payment required under the terms of this Credit Agreement or
any other Loan Document on the date due and such failure shall continue for
three (3) Business Days; or (iii) pay any Indebtedness (excluding Obligations)
owed by Borrower to Lender on the date due and such failure shall continue for
three (3) Business Days; or
(b) Breaches of Covenants. Borrower shall fail to observe or perform
any other covenant, obligation, condition or agreement contained in this Credit
Agreement or any other Loan Document and (i) such failure shall continue for ten
(10) Business Days, or (ii) if such failure is not curable within such ten (10)
Business Day period, but is reasonably capable of cure within thirty (30)
Business Days, either (A) such failure shall continue for thirty (30) Business
Days or (B) Borrower shall not have commenced a cure in a manner reasonably
satisfactory to Lender within the initial ten (10) Business Day period; or
(c) Representations and Warranties. Borrower shall furnish any
representation, warranty, certificate, or other statement (financial or
otherwise) to Lender in writing in connection with any of the Loan Documents, or
as an inducement to Lender to enter into this Credit Agreement, which shall be
false, incorrect, incomplete or misleading in any material respect when made or
furnished by or on behalf of Borrower; or
(d) Voluntary Bankruptcy or Insolvency Proceedings. Borrower shall (i)
apply for or consent to the appointment of a receiver, trustee, liquidator or
custodian of itself or of all or a substantial part of its property, (ii) be
unable, or admit in writing its inability, to pay its debts generally as they
mature, (iii) make a general assignment for the benefit of all or any of its
creditors or enter into a composition with one or more of its creditors, (iv) be
dissolved or liquidated in full or
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in part, (v) become insolvent (as such term is defined in 11 U.S.C. (S)101 (32),
as amended from time to time), (vi) commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or consent to any such relief or to the appointment of or
taking possession of its property by any official in an involuntary case or
other proceeding commenced against it, or (vii) take any action for the purpose
of effecting any of the foregoing; or
(e) Involuntary Bankruptcy or Insolvency Proceedings. There shall be
commenced proceedings for the appointment of a receiver, trustee, liquidator or
custodian of Borrower or of all or a substantial part of the property thereof,
or an involuntary case or other proceedings seeking liquidation, reorganization
or other relief with respect to Borrower or the debts thereof under any
bankruptcy, insolvency or other similar law now or hereafter in effect and an
order for relief entered or such proceeding shall not be dismissed or discharged
within sixty (60) calendar days of commencement; or
(f) Incurrence of Indebtedness. Subsequent to the date hereof,
Borrower shall incur Indebtedness, other than the Indebtedness hereunder, in an
amount in excess of Three Million Dollars ($3,000,000); or
(g) Liens. Borrower shall incur any Liens after the date hereof other
than Permitted Liens.
5.2 Rights of Lender upon Default.
(a) Acceleration. Upon the occurrence or existence of any Event of
Default described in Sections 5.1(d) and 5.1(e), automatically and without
notice or, at the option of Lender, upon the occurrence of any other Event of
Default, (i) the Commitment shall terminate and (ii) all outstanding Obligations
payable by Borrower hereunder shall become immediately due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the other Loan
Documents to the contrary notwithstanding.
(b) Cumulative Rights, etc. The rights, powers and remedies of Lender
under this Credit Agreement shall be in addition to all rights, powers and
remedies given to Lender by virtue of any applicable law, rule or regulation of
any Governmental Authority, or any agreement, all of which rights, powers, and
remedies shall be cumulative and may be exercised successively or concurrently
without impairing Lender's rights hereunder.
ARTICLE 6
MISCELLANEOUS
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6.1 Notices. Except as otherwise provided herein, all notices, requests,
demands, consents, instructions or other communications to or upon Lender or
Borrower under this Agreement or the other Loan Documents shall be in writing
and telecopied, mailed or delivered to each party at its telecopier number or
address set forth below (or to such other telecopier number or address for any
party as indicated in any notice given by that party to the other party). All
such notices and communications shall be effective (a) when sent by Federal
Express or other overnight service of recognized standing, on the Business Day
following the deposit with such service; (b) when mailed by registered or
certified mail, first class postage prepaid and addressed as aforesaid through
the United States Postal Service, upon receipt; (c) when delivered by hand, upon
delivery; and (d) when tele copied, upon confirmation of receipt; provided,
however, that any notice delivered to Lender under Article 2 shall not be
effective until received by Lender.
LENDER: TRUE NORTH COMMUNICATIONS INC.
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxx Xxxx
Telecopier No.: (000) 000-0000
BORROWER: TN TECHNOLOGIES HOLDING INC.
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
6.2 Waivers; Amendments. Any term, covenant, agreement or condition of this
Credit Agreement or any other Loan Document may be amended or waived if such
amendment or waiver is in writing and is signed by Borrower and Lender. No
failure or delay by Lender in exercising any right hereunder shall operate as a
waiver thereof or of any other right nor shall any single or partial exercise of
any such right preclude any other further exercise thereof or of any other
right. A waiver or consent given hereunder shall be effective only if in writing
and in the specific instance and for the specific purpose for which given.
6.3 Successors and Assigns. This Credit Agreement and the other Loan
Documents shall be binding upon and inure to the benefit of Borrower, Lender and
their respective successors and permitted assigns, except that Borrower may not
assign or transfer (and any such attempted assign ment or transfer shall be
void) any of its rights or obligations under any Loan Document without the prior
written consent of Lender, which such consent shall not be unreasonably
withheld.
6.4 Set-off. In addition to any rights and remedies of Lender provided by
law, Lender shall have the right, without prior notice to Borrower (any such
notice being expressly waived by Borrower to the extent permitted by applicable
law), upon the occurrence and during the continuance of a Default or an Event of
Default, to set-off and apply against any Indebtedness, whether matured or
unmatured, of Borrower to Lender (including, without limitation, the
Obligations), any amount
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owing from Lender to Borrower. The aforesaid right of set-off may be exercised
by Lender against Borrower or against any trustee in bankruptcy, debtor-in-
possession, assignee for the benefit of creditors, receiver, or execution,
judgment or attachment creditor of Borrower or against anyone else claiming
through or against Borrower or such trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, receiver, or execution, judgment or
attachment creditor, notwithstanding the fact that such right of set-off shall
not have been exercised by Lender prior to the occurrence of a Default or an
Event of Default. Lender agrees promptly to notify Borrower after any such set-
off and application made by Lender, provided that the failure to give such
notice shall not affect the validity of such set-off and application.
6.5 No Third Party Rights. Nothing expressed in or to be implied from this
Agreement or any other Loan Document is intended to give, or shall be construed
to give, any Person, other than the parties hereto and thereto and their
permitted successors and assigns, any benefit or legal or equitable right,
remedy or claim under or by virtue of this Agreement or any other Loan Document.
6.6 Partial Invalidity. If at any time any provision of this Credit
Agreement or any of the Loan Documents is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions of the Credit
Agreement or such other Loan Documents, nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction, shall
in any way be affected or impaired thereby.
6.7 Governing Law. This Credit Agreement and each of the other Loan
Documents shall be governed by and construed in accordance with the laws of the
State of Illinois without reference to conflicts of law rules.
6.8 Construction. Each of this Credit Agreement and the other Loan
Documents is the result of negotiations among, and has been reviewed by,
Borrower, Lender and their respective counsel. Accordingly, this Credit
Agreement and the other Loan Documents shall be deemed to be the product of all
parties hereto, and no ambiguity shall be construed in favor of or against
Borrower or Lender.
6.9 Entire Agreement. This Credit Agreement and the other Loan Documents,
taken together, constitute and contain the entire agreement of Borrower and
Lender with respect to the subject matter hereof and supersede any and all prior
agreements, negotiations, correspondence, understandings and communications
among the parties, whether written or oral, respecting the subject matter
hereof.
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IN WITNESS WHEREOF, the parties have executed this Credit Agreement as of
the date first set forth above.
BORROWER:
TN TECHNOLOGIES HOLDING INC.
By:
--------------------------------
Name:
Title:
LENDER:
TRUE NORTH COMMUNICATIONS INC.
By:
--------------------------------
Name:
Title:
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