Accounts Receivable Collection Assistance Agreement among Celtic Capital Corporation, National Manufacturing Technologies, Inc., and Affiliates

Summary

This agreement, dated June 1, 2001, is between Celtic Capital Corporation and several companies including National Manufacturing Technologies, Inc., I-PAC Manufacturing, Inc., I-PAC Precision Machining, Inc., National Metal Technologies, Comtel Holdings, Inc., and Alton Diversified Technologies, Inc. The parties agree to assist Celtic in collecting certain accounts receivable, following the sale of equipment and inventory to Alton. The agreement outlines cooperation obligations, such as providing information and influencing debtors to pay, and remains in effect until Celtic is fully repaid.

EX-10.86 11 doc11.txt June 1, 2001 Celtic Capital Corporation 2951 28th Street, Suite 2030 Santa Monica, CA 90404 Attention: Mr. Mark Hafner President Ladies and Gentlemen: This letter agreement sets forth the agreement of National Manufacturing Technologies, Inc., a California corporation ("NMTI"), I-PAC Manufacturing, Inc., a California corporation ("Electronics"), I-PAC Precision Machining, Inc. ("Sheet Metal"), National Metal Technologies ("NMT"), Comtel Holdings, Inc., a Delaware corporation ("Comtel Holdings"), and Alton Diversified Technologies, Inc., a California corporation ("Alton"), to assist Celtic Capital Corporation, a California corporation ("Celtic"), in the collection of certain accounts receivable of Electronics, Sheet Metal and NMT (the "Receivables"). The undersigned are executing this letter agreement in order to induce Celtic to approve the sale of Electronics' and Sheet Metal's equipment and inventory to Alton pursuant to the Asset Purchase Agreement dated as of June 1, 2001 among Electronics, Sheet Metal, Alton and NMTI. Celtic has a security interest in said equipment and inventory pursuant to each of the Loan and Security Agreements with Electronics and Sheet Metal dated as of June 18, 1999, as amended (the "Loan and Security Agreements"). Each of Electronics and Sheet Metal is in default of its obligations to repay its debt under its respective Loan and Security Agreement. Pursuant to the Loan and Security Agreements, Celtic may, among other things, exercise all of the rights and remedies of Electronics and Sheet Metal with respect to collection of the Receivables. Each of NMTI, Electronics, Sheet Metal, Comtel Holdings and Alton covenants and agrees to provide promptly to Celtic such agreements, instruments, certificates and other documents, and to do and perform promptly such other acts and things, as Celtic may reasonably request from time to time to facilitate Celtic's collection of the Receivables. Each of NMTI, Electronics, Sheet Metal, Comtel Holdings and Alton further covenants and agrees to act in good faith and use commercially reasonable efforts (but without incurring material cost or expense) to provide the documentation and assistance described in the preceding sentence, which shall include, without limitation, the following: (1) NMTI, Electronics, Sheet Metal and NMT providing to Celtic any information reasonably requested thereby concerning the Receivables, including, without limitation, the amount and aging of each account, the name and address of each account debtor and a copy of all correspondence with each account debtor regarding each account; and (2) each of Comtel Holdings and Alton using commercially reasonable efforts (but without incurring material cost or expense) to influence each account debtor to make full payment of the Receivables payable thereby, without discount or offset. This letter agreement is subject to the terms of the Workout Agreement dated as of May 31, 2001 between Celtic and each of NMTI, Electronics, Sheet Metal and NMT and shall terminate on the date on which Celtic has been paid all amounts owed thereto by NMTI, Electronics, Sheet Metal and NMT. This letter agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California. Very truly yours, NATIONAL MANUFACTURING TECHNOLOGIES INC. By: /S/ Patrick W. Moore -------------------- Name: Patrick W. Moore Title: Chief Executive Officer I-PAC MANUFACTURING, INC. By: /S/ Patrick W. Moore -------------------- Name: Patrick W. Moore Title: Chief Executive Officer IPAC PRECISION MACHINING, INC. By: /S/ Patrick W. Moore -------------------- Name: Patrick W. Moore Title: Chief Executive Officer NATIONAL METAL TECHNOLOGIES By: /S/ Patrick W. Moore -------------------- Name: Patrick W. Moore Title: Chief Executive Officer COMTEL HOLDINGS, INC. By: /S/ Lyle Jensen --------------- Name: Lyle Jensen Title: Chief Executive Officer ALTON DIVERSIFIED TECHNOLOGIES, INC. By: /S/ Lyle Jensen --------------- Name: Lyle Jensen Title: Chief Executive Officer