CREDIT AGREEMENT dated as of June 1, 2007 among TECHTEAM GLOBAL, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • June 5th, 2007 • Techteam Global Inc • Services-computer programming, data processing, etc. • Michigan
The Applicable Rate shall be determined in accordance with the foregoing table based on the Leverage Ratio as of the end of each Fiscal Quarter for the first three Fiscal Quarters of each Fiscal Year and as of the end of each Fiscal Year, as calculated for the four most recently ended consecutive Fiscal Quarters. Adjustments, if any, to the Applicable Rate shall be effective five Business Days after the Administrative Agent is scheduled to receive the applicable financials under Section 5.01(a) or (b) and certificate under Section 5.01(c). If the Borrower fails to deliver the financials to the Administrative Agent at the time required hereunder, then the Applicable Rate shall be set at Level IV until such financials are so delivered. Notwithstanding anything herein to the contrary, the Applicable Rate shall be set at Level II as of the Effective Date hereof and may not be set at Level I until adjusted based on the financials for the Fiscal Year ending December 31, 2007.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 5th, 2007 • Techteam Global Inc • Services-computer programming, data processing, etc. • Michigan
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, this “Security Agreement”) is entered into as of June 1, 2007 by and among TechTeam Global, Inc., a Delaware corporation (the “Borrower”), TechTeam Cyntergy, L.L.C., a Michigan limited liability company, TechTeam Government Solutions, Inc., a Virginia corporation and Sytel, Inc., a Maryland corporation (each a “Subsidiary Guarantor”, and collectively, the “Subsidiary Guarantors”, and collectively with the Borrower, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
LOAN GUARANTYLoan Guaranty • June 5th, 2007 • Techteam Global Inc • Services-computer programming, data processing, etc. • Michigan
THIS LOAN GUARANTY (this “Guaranty”) is made as of the 1st day of June, 2007, by TechTeam Global, Inc., a Delaware corporation (the “Principal”) TechTeam Cyntergy, L.L.C., a Michigan limited liability company (“Cyntergy”), TechTeam Government Solutions, Inc., a Virginia corporation (“TTGS”), and Sytel, Inc., a Maryland corporation (“Sytel”) (the Principal, Cyntergy, TTGS and Sytel may be referred to collectively as the “Loan Guarantors” and each individually as a “Loan Guarantor”) in favor of the Administrative Agent, for the benefit of the Lenders, under the Credit Agreement referred to below;
