Unassociated Document


    THIRD AMENDMENT TO CREDIT
AGREEMENT

    


    


    THIS THIRD AMENDMENT TO CREDIT
AGREEMENT, dated as of March 26, 2010 (this "Amendment"), is among TECHTEAM
GLOBAL, INC., a Delaware corporation (the "Borrower"), the lenders set forth on
the signature pages hereof (collectively, the "Lenders") and JPMORGAN CHASE
BANK, N.A. a national banking association, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").

    


    RECITALS

    


    A.           The
Borrower, the Administrative Agent and the Lenders are parties to a Credit
Agreement, dated as of June 1, 2007, as amended by a First Amendment to Credit
Agreement and Consent dated as of May 30, 2008 and as amended by a Second
Amendment to Credit Agreement dated as of October 28, 2008 (as now and hereafter
amended, the "Credit Agreement"), pursuant to which the Lenders agreed, subject
to the terms and conditions thereof, to extend credit to the
Borrower.

    


    B.           The
Borrower desires to amend the Credit Agreement and the Administrative Agent and
the Lenders are willing to do so strictly in accordance with the terms
hereof.

    


    TERMS

    


    In consideration of the premises and of
the mutual agreements herein contained, the parties agree as
follows:

    


    ARTICLE 1.

    AMENDMENTS

    


    Upon fulfillment of the conditions set
forth in Article 3 hereof, the Credit Agreement shall be amended as
follows:

    


    1.1           The
definition of “Applicable Rate” in
Section 1.01 shall be amended (i) by deleting the reference in the paragraph
following the table to “Level IV” and inserting “Level III” in place thereof,
and (ii) by deleting the table in such definition and inserting the following in
place thereof:

    


    
      
        	
                 

                Level

              	
                 

                Leverage  Ratio

              	
                Eurocurrency Spread and Letter of
      Credit Fee

              	
                 

                ABR Spread

              	
                Commitment Fee
      Rate

              
	
                I

              	
                <
2.5:1.0

              	
                1.50%

              	
                0.0%

              	
                0.25%

              
	
                II

              	
                ≥ 2.5:1.0 and <
      3.25:1.0

              	
                1.75%

              	
                0.0%

              	
                0.30%

              
	
                III

              	
                ≥ 3.25:1.0

              	
                2.00%

              	
                0.25%

              	
                0.35%

              


      

    

    


    1.2           Effective
as of December 31, 2009, the definition of “Consolidated Adjusted
EBITDA” in Section 1.01 shall be amended and restated in its entirety to
read as follows:

    


    “Consolidated Adjusted
EBITDA” means Consolidated Net Income plus,
to the extent deducted from revenues in determining Consolidated Net Income, (a)
Consolidated Interest Expense, (b) consolidated income tax expense, (c)
depreciation, (d) amortization (excluding amortization of
receivables), (e) extraordinary non-cash losses (as determined in
accordance with GAAP) incurred other than in the ordinary course of business,
(f) an amount not to exceed $34,000,000 in aggregate amount related to non-cash
goodwill and other non-cash intangibles impairment charges taken by TechTeam
Government Solutions, Inc. or TechTeam SQM AB in the Fiscal Quarter ending
December 31, 2009, the Fiscal Quarter ending March 31, 2010 and/or the Fiscal
Quarter ending June 30, 2010, and (g) an amount not to exceed $4,000,000 in
aggregate amount related to cash restructuring charges taken by the Borrower in
the Fiscal Quarter ending March 31, 2010 and/or the Fiscal Quarter ending June
30, 2010, minus, to the extent included in
Consolidated Net Income, extraordinary gains (as determined in accordance with
GAAP) realized other than in the ordinary course of business, all calculated for
the Borrower and the Subsidiaries on a consolidated basis.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3           Sections
6.09(a) and 6.09(b) shall be amended and restated in their entirety to read as
follows:

    


    (a)           Leverage
Ratio.  Permit or suffer the Leverage Ratio to exceed (i) 3.00
to 1.0 as of the Fiscal Quarter ending December 31, 2009, (ii) 3.25 to 1.0 as of
Fiscal Quarters ending March 31, 2010 and June 30, 2010, and (iii) 3.0 to 1.0 as
of the end of any Fiscal Quarter thereafter.

    


    (b)           Fixed Charge Coverage
Ratio.  Permit or suffer the Fixed Charge Coverage Ratio to
less than (i) 1.25 to 1.0 as of the Fiscal Quarter ending December 31, 2009,
(ii) 1.0 to 1.0 as of Fiscal Quarters ending March 31, 2010 and June 30, 2010,
and (iii) 1.25 to 1.0 as of the end of any Fiscal Quarter
thereafter.

    


    1.4           Schedule
2.01 to the Credit Agreement shall be deleted and the form of Schedule 2.01
attached hereto shall be substituted in place thereof.  The Borrower
acknowledges and agrees that the Aggregate Revolving Facility B Commitment is
being reduced to $0 and all outstanding Revolving Facility B Loans shall
hereafter be deemed Revolving Facility A Loans.

    


    1.5           Simultaneously
with the execution of this Amendment, Bank of America, N.A. (the "Departing
Lender") shall provide a payoff letter to the Administrative Agent in form and
substance satisfactory to the Administrative Agent indicating all amounts owing
to the Departing Lender pursuant to the Credit Agreement and the other Loan
Documents (the "Payoff Amount").  Pursuant to such payoff letter and
after receipt by the Departing Lender of such Payoff Amount, the Departing
Lender shall be released of all of its rights and responsibilities under the
Credit Agreement, including its Commitments, and shall no longer be a party
thereto.

    


    ARTICLE 2.

    REPRESENTATIONS

    


    The Borrower represents and warrants to
the Administrative Agent and the Lender that:

    


    2.1           The
execution, delivery and performance of this Amendment is within its powers, has
been duly authorized and is not in contravention with any law, of the terms of
its Certificate of Incorporation or By-laws, or any undertaking to which it is a
party or by which it is bound.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2           This
Amendment is the legal, valid and binding obligation of the Borrower enforceable
against it in accordance with the terms hereof.

    


    2.3           After
giving effect to the amendments herein contained, the representations and
warranties contained in Article III of the Credit Agreement are true on and as
of the date hereof with the same force and effect as if made on and as of the
date hereof.

    


    2.4           No
Event of Default or exists or has occurred and is continuing on the date
hereof.

     

    ARTICLE 3.

    CONDITIONS OF
EFFECTIVENESS

     

    This Amendment shall become effective
upon the first date (the "Effective Date") on which each of the following
conditions to effectiveness have been satisfied:

    


    3.1           This
Amendment shall be signed by the Borrower, the Administrative Agent and each
Lender and delivered to the Administrative Agent.

    


    3.2           The
Guarantors shall have executed the Consent and Agreement at the end of this
Amendment.

    


    3.3           The
Borrower shall have paid a closing fee to the Administrative Agent to be
distributed to JPMorgan Chase Bank, N.A in the amount of $25,000.

    


    3.4           The
Administrative Agent shall have received the payoff letter referred to in
Section 1.5 above and the Departing Lender shall have received its Payoff
Amount.

    


    3.5           The
Borrower and the Guarantors shall have delivered or caused to be delivered to
the Administrative Agent such other documents and instruments as the
Administrative Agent may request in connection therewith.

     

     

    ARTICLE 4.

    MISCELLANEOUS.

    


    4.1           References
in the Credit Agreement or in any note, certificate, instrument or other
document to the "Credit Agreement" shall be deemed to be references to the
Credit Agreement as amended hereby and as further amended from time to
time.

    


    4.2           The
Borrower agrees to pay and to save the Administrative Agent harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Administrative Agent in
connection with preparing this Amendment and the related documents.

    


    4.3           The
Borrower acknowledges and agrees that the Administrative Agent and the Lender
have fully performed all of their obligations under all documents executed in
connection with the Credit Agreement and all actions taken by the Administrative
Agent and the Lender are reasonable and appropriate under the circumstances and
within their rights under the Credit Agreement and all other documents executed
in connection therewith and otherwise available.  The Borrower
represents and warrants that it is not aware of any claims or causes of action
against the Administrative Agent or any Lender, any participant lender or any of
their successors or assigns.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.4           Except
as expressly amended hereby, the Borrower agrees that the Credit Agreement, the
Notes, the Security Documents and all other documents and agreements executed by
the Borrower in connection with the Credit Agreement in favor of the
Administrative Agent or any Lender are ratified and confirmed and shall remain
in full force and effect and that it has no set off, counterclaim or defense
with respect to any of the foregoing.  Terms used but not defined
herein shall have the respective meanings ascribed thereto in the Credit
Agreement.

    


    4.5           This
Amendment may be signed upon any number of counterparts with the same effect as
if the signatures thereto and hereto were upon the same instrument.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN WITNESS WHEREOF, the parties signing
this Amendment have caused this Amendment to be executed and delivered as of
March 26, 2010.

    


    


    TECHTEAM
GLOBAL, INC.

    


    


    By: _/s/ Margaret M.
Loebl________________

    


        Its:
Corporate Vice President, Chief Financial Officer and Treasurer

    


    


    JPMORGAN
CHASE BANK, N.A., as Administrative Agent and Individually as a
Lender

    


    


    By: _/s/ Jon
Gleit________________

    


        Its:
_Vice
President______________________

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    CONSENT AND
AGREEMENT

    


    


    As of the date and year first above
written, the undersigned hereby:

    


    (a)           fully
consents to the terms and provisions of the above Amendment and the consummation
of the transactions contemplated thereby and agrees to all terms and provisions
of the above Amendment applicable to it;

    


    (b)           agrees
that each Guaranty and all other agreements executed by the undersigned in
connection with the Credit Agreement or otherwise in favor of the Administrative
Agent or the Lenders (collectively, the "Security Documents") are hereby
ratified and confirmed and shall remain in full force and effect, as
amended,  and the undersigned acknowledges that it has no setoff,
counterclaim or defense with respect to any Security Document; and

    


    (c)           acknowledges
that its consent and agreement hereto is a condition to the Lenders' obligation
under this Amendment and it is in its interest and to its financial benefit to
execute this consent and agreement.

     

     

    TECHTEAM
GLOBAL, INC.

    


    


    By: __/s/_Margaret M.
Loebl_______

    


    Title:    Its:
Corporate Vice President, Chief Financial Officer and Treasurer

    


    


    


    TECHTEAM CYNTERGY, L.L.C.

    


    


    By: _/s/ Michael A. Sosin
_______

    


    Title: _Manager______________________

    


    TECHTEAM GOVERNMENTSOLUTIONS,
INC.

    


    By: ___/s/ David A.
Kriegman____

    


    Title: __President
______________

    


    


    SYTEL, INC.

    


    


    By: ___/s/ David A. Kriegman
__

    


    Title: ___President
___________

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ONVAIO, LLC

    


    By:  TechTeam Global, Inc.,
its solemember

    


         By:
__/s/ Michael A.
Sosin______

    


         Title:
_Corporate Vice
President___

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
2.01

    


    COMMITMENTS

    


    


    
      
        	
                 

                 

                Lender

              	
                 

                Revolving Facility A
      Commitment

              	
                 

                Revolving Facility B
      Commitment

              
	
                 

                JPMorgan Chase Bank,
      N.A.

              	
                 

                $28,000,000

              	
                 

                $0

              
	
                 

                Aggregate

              	
                 

                $28,000,000

              	
                 

                $0