Experi-Metal Inc v. Comerica Bank

Filing 19

REPLY to Response re 13 Amended MOTION for Summary Judgment filed by Comerica Bank. (Attachments: # 1 Index of Exhibits Index of Exhibits, # 2 Exhibit 6A-Phone records, # 3 Exhibit 9-Nosanchuk Declaration, # 4 Exhibit 9A-Records of Experi-Metal's Training, # 5 Exhibit 10-Letter re Name Change, # 6 Exhibit 11-Excerpt of 2008 Experi-Metal Activity on TM Connect Web, # 7 Exhibit 12-NetVision User Guide) (Kapalla, Lara)

User's Guide
Version 3.7 May 2003

This step-by-step guide provides easy and concise instructions for using Comerica NetVisionK. With Comerica NetVision you can: · · · easily access previous day and intra-day account balance information, quickly initiate stop payments, wire, ACH, and account transfers, and conveniently retrieve statements and other bank reports using our enhanced download feature.

All of these functions can be performed with the peace of mind of knowing that you're working in a safe and secure environment.

Table of Contents
Getting Started Welcome To Comerica Netvision Logging Out Helpful Hints For Customizing Views And Reports Balance Reporting Bank Reports Wire Transfers ACH* Image Services* Account Transfers Check Services Administration Processing Time Lines Contingency Procedures Customer Service 1 1 1 2 2 3 4 15 15 16 17 19 22 23 23

* ACH and Image Services are covered in depth in separate user guides.

Key: Words in [Brackets] represent button links Words underlined represent text links

Getting Started
Use any PC with Microsoft® Internet Explorer 4.01 (or higher). The use of any other browser may cause undesirable results and limits the functionality available to you. At the login page, enter your · Customer ID · Customer Password · User ID · User Password

Welcome to Comerica NetVision
Now you're ready to get started. Simply point and click on the desired option located on the left side navigator bar. Need Help? · · Just point and click on Help for on-line assistance. If you require further assistance, call our Treasury Management Customer Service representatives during regular business hours. California Michigan Texas [phone] [phone] [phone] 8:00 am - 5:00 pm PT 8:30 am - 5:30 pm ET 8:00 am - 5:00 pm CT

Logging Out
· · Point and click on Exit, located on the left side navigation bar. Click [Yes] on the Logout Confirmation page.

1

Helpful Hints for Customizing Views and Reports
Customizing must be done prior to the report being generated. · Within the Selection Criteria box, choose or define your specifications. · Click on [Apply Selection]. To Generate a Report · Select your report. · Within the Criteria box, choose or define the specifications. · Click on [Generate Report]. To Exit from the Report Window · Close the report window. · To return to the prior page, close the report window.

Balance Reporting
By selecting Prior Day or Intra-day on the left side navigation bar, you can easily view your account balances at Comerica or other financial institutions. Prior Day provides summary balances on your accounts and is updated once each day. Intra-day provides detail balances on your accounts and will be updated throughout the day. For Prior Day or Intra-day reports, you can view details of individual items or view formatted, full detail reports. Just follow these steps:

To View Details of Individual Items · · · · · Click Detail in the Link To column of the desired account. To see detail on a specific item, click the magnifying glass. To return to the prior page, click the Back button on the menu bar. To see these detailed transactions from a different account or day, complete the Account Selection Criteria box. Click on [Apply Selection].

To View Formatted, Full Detail Reports
2

· · · · ·

Select the date of the report desired or keep the default prior date. Click on Combined Report, Summary Report, or Detail Report as applicable. You can customize the report as desired. Click on [Generate Report]. Close the browser when finished. To return to the prior page, click the Back button on the menu bar.

When exporting Prior Day information, you can choose between.QIF files including Quicken© and Microsoft© Money, CSV files such as Excel and Lotus, or BAI2 programs as your Export Type. Simply enter a file name, choose your Export Type, then click [Export].

Bank Reports
View various bank reports online, days sooner than your mailed copies, to assist you in your daily operations. Only those reports you subscribe to will appear. · · Click on Bank Reports on the left side navigation bar. Click on View if you simply want to view the report online. Once you have viewed the selected report, close the report window. Click on Download to generated a file of your selected report.

·

3

Wire Transfers
You can quickly and efficiently initiate repetitive and non-repetitive domestic and international transfers. · Click Wire Entry on the navigation bar at left. Wire Entry · Select the desired Template ID from the drop down menu and click [Next], or click on the desired Template ID entry listed in the Template chart. Enter the information as requested:

·

Future-dating Wire Transfers For both repetitive and non-repetitive domestic wire transfers, you can create the transfer on the current date, but set a date in the future for the wire to be sent to the beneficiary. If your template has been set up for Release Dating, a box will appear at the top left of the template. You can enter a date up to 5 calendar days in the future. This is the date when your Comerica account will be debited for the wire transfer. The Value Date (the box above the Release Date) must always equal the Release Date for domestic wires. Repetitive Wire Entry (Domestic and International) A repetitive wire template contains information pre-established by your company including the beneficiary name, bank, and account and the Comerica account that will be debited for the wire. The amount, dates and Additional Information are the only fields that can be changed during the entry process. Bank to Bank Information, if used, is also preset for repetitive templates and cannot be changed. Unless information already appears in this section, data entered in the Bank to Bank Information section will not be received by the beneficiary. To view the Wire Party Information that is preset for a template, scroll down to the bottom of the page or click the link at the top of the page.

4

After entering the amount, date, and additional information, if any, click [Submit] at the bottom of the page for domestic wire transfers. For international wire transfers, you must complete the Exchange Rate section. To retrieve the standard exchange rate for a transfer in foreign currency (not USD), click [Get Exchange Rate] and the rate will appear in the Exchange Rate section. The standard exchange rates are updated daily.

To use a custom rate for any foreign currency transfer, you must have a contract on file with Comerica's Foreign Exchange Department. Click [Use Custom Rate] and a box will appear. Enter your custom rate in this box. For the Math Rule, click the down arrow and highlight "Multiply". Enter your foreign exchange contract number in the Deal Nbr box. Click [Submit] when finished.

The Wire Transfer Confirmation page will appear. Review the Confirmation and click [Confirm]. You may otherwise select [Modify] or [Cancel] as needed. If you click [Modify], the Wire Transfer Entry page will appear and you can change the appropriate fields, then click [Submit] for the Wire Transfer Confirmation page containing the changes.

5

After verifying that all data entered is correct, click [Confirm]. The Wire Entry page will appear with the confirmation message and transfer number for tracking the wire.

Domestic Non-repetitive Wire Entry Enter the following information: Credit Amount Value Date For domestic wires, the value date should always equal the release date. Release Date (if different than current date) Beneficiary Name Beneficiary Address (optional) Beneficiary Account Note: Currency Code for domestic wire transfers should always be "USD." Beneficiary Bank ID (the ABA or Routing/Transit number) Click [Retrieve ID] and the Bank Name and Address information will appear in the Beneficiary Bank section. If the ID cannot be located in the index table, a message will be returned indicating so and you will be required to enter that information manually. If you entered the ID incorrectly, click [Clear Bank Data] to erase the fields and start over.

Correspondent Bank (optional)
6

If the wire transfer must be sent to a correspondent bank first, which will in turn credit the beneficiary bank with final credit to the beneficiary, enter the information for that bank in this section. Otherwise, leave this section blank. Intermediary Bank (optional) If the wire transfer must be sent to an intermediary bank first, which will in turn credit a correspondent bank with further credit to the beneficiary bank and final credit to the beneficiary, enter the information for that bank in this section. Otherwise, leave this section blank. Note: If the Intermediary Bank section is used, the Correspondent Bank section must also be completed. Additional Information (optional) This section may be used to communicate any additional information to the beneficiary. This section is limited to 140 characters (4 lines with 35 characters each). Bank to Bank Information (Not Available on Non-repetitive Wires) Do not enter information in this section as it is not received by the beneficiary. Bank to Bank information is used only with repetitive wire transfers (see repetitive wire entry above.) Exchange Rate (for International transfers ONLY) Click [Submit] when finished. The Wire Transfer Confirmation page will appear. (See repetitive entry above.) Review the Confirmation and click [Confirm]. You may otherwise select [Modify] or [Cancel] as needed. If you click [Modify], the Wire Transfer Entry page will appear and you can change the appropriate fields, then click [Submit] for the Wire Transfer Confirmation page containing the changes. After verifying that all data entered is correct, click [Confirm]. The Wire Entry page will appear with the confirmation message and transfer number for tracking the wire.

International Non-repetitive Wire Entry Enter the following information:
7

Credit Amount The amount that will be credited in the currency selected for the transfer. Release Date (if different than current date) Value Date For transfers in U.S. Dollar (USD), Mexican Peso (MXN) and Canadian Dollar (CAD), the default Value Date is the same as the Release Date. For all other foreign currencies, the default Value Date is the next business day after the Release Date. You can change the Value Date, but it must always be equal to or greater than the Release Date for transfers in USD, MXN, and CAD or it must always be equal to or greater than the Release Date plus one business day for transfers in all other foreign currencies. Beneficiary Name Beneficiary Address Beneficiary Account Currency Code (Click on the drop-down arrow.) Beneficiary Bank ID (the S.W.I.F.T. ID Number) Click [Retrieve ID] and the Bank Name and Address information will appear in the Beneficiary Bank section. If the ID cannot be located in the index table, a message will be returned indicating so and you will be required to enter that information manually. If you entered the ID incorrectly, click [Clear Bank Data] to erase the fields and start over. (See additional routing information for foreign banks at the end of this chapter. Correspondent Bank (optional) See instructions for domestic non-repetitive wires above. Intermediary Bank (optional) See instructions for domestic non-repetitive wires above. Additional Information (optional) See instructions for domestic non-repetitive wires above. Bank to Bank Information (optional) See instructions for domestic non-repetitive wires above. Exchange Rate To retrieve the standard exchange rate for a transfer in foreign currency (not USD), click [Get Exchange Rate] and the rate will appear in the Exchange Rate section. The standard exchange rates are updated daily. To use a custom rate for any foreign currency transfer, you must have a contract on file with Comerica's Foreign Exchange Department. Click [Use Custom Rate] and a box will appear. Enter your custom rate in this box. For the Math Rule, click the down arrow and highlight "Multiply". Enter your foreign exchange contract number in the Deal Nbr box. To determine the U.S. Dollar equivalent amount that will be debited to your Comerica account, multiply the exchange rate by the credit amount.
8

Release Dating For all domestic and international repetitive and non-repetitive wire transfers, the Release Date is the date on which the payment instructions you created in Comerica NetVision are "released" to the bank's wire transfer system. The Release Date can be the current date or a date in the future. The maximum release dating allowed is preset for each template. The default is five business days for domestic wires and ten business days for international wires. These defaults can be changed by a special request to your Treasury Management Administrator. All outgoing wire transfers will debit the originating account on the Release Date. Value Dating For all domestic and international repetitive and non-repetitive wire transfers, the Value Date is the date on which the funds are expected to be credited to the beneficiary. For all domestic wire transfers, the Value Date will always be the same as the Release Date. For international wire transfers in U.S. Dollar, Mexican Peso, or Canadian Dollar currencies, the default Value Date is the same as the Release Date. For all other foreign currencies, the default Value Date is the next business day after the Release Date. There is no maximum on the number of days that an international wire transfer can be value dated, but that number must always be equal to or greater than the default values, depending on the foreign currency selected. Click [Submit] when finished. The Wire Transfer Confirmation page will appear. (See repetitive entry above.) Review the Confirmation and click [Confirm]. You may otherwise select [Modify] or [Cancel] as needed. If you click [Modify], the Wire Transfer Entry page will appear and you can change the appropriate fields, then click [Submit] for the Wire Transfer Confirmation page containing the changes. After verifying that all data entered is correct, click [Confirm]. The Wire Entry page will appear with the confirmation message and transfer number for tracking the wire. Wire Transfer Approval The number of individuals required for approval in your company has been predefined in the template parameters established during the initial setup. If a wire entry requires approval, a message will be returned indicating the Transfer Pending Number and the number of approvals required. A wire template can be set for zero, one, or two approvers. A wire template can also be set up for dynamic approval (based on the dollar amount of the wire). A wire entry requiring approval cannot be approved by the creator of the transfer. If you are authorized to approve a wire entry, an approval pending message will be displayed when you log in to Comerica NetVision. To approve a wire entry:

9

· · ·

Click Approval. In the Action column, select from the drop down menu, Approve, Delete or No Action for each wire transfer displayed. Click [Submit] when completed.

To view a wire transfer before approving, click on the Trace Number and the wire transfer entry page will appear. From this page, you can approve the wire by clicking [Approve] or change the information in the wire by clicking [Update]. For repetitive wires, only the amount and additional information fields can be updated. After updating the wire entry, click [Submit Update].

The updated wire transfer entry page will appear. Click [Confirm Update] to save your changes or click [Cancel Update Confirm] to cancel your changes.

Once you have confirmed your updated wire transfer, the original wire transfer is deleted and a new wire transfer is created with your updates. Because you have created a new transfer, it will require a approval from a second person. You cannot approve the updated wire because it has been created by you and is essentially a new wire transfer.

10

All wire transfer approvals must be confirmed by the approver.

Once a wire transfer has been approved, it will be reported as approved in the Messages section of the Wire Transfer Approval page and a Bank Transfer Number will be assigned. If more than one approver is required for a wire transfer, each approver must log in to Comerica NetVision and approve the wire. Wire templates can also be set up for Dynamic Approval (by dollar amount). Each User with access to the template will be assigned to one of three levels: Operator: This User can only create wire transfers, but not approve. Supervisor: This User can approve wires up to a defined dollar limit. Administrator: This User can approve wires up to the maximum dollar limit of the wire template. Regardless of your approval level, you can not approve wire transfers that you have created. Wire Transfer Status and Reports · Click on Status and Reports on the left side navigation bar.

The Wire Transfer Summary automatically displays all wires, including those approved or pending approval. You may select an individual trace number to see detail. Click the selected Trace #.

You also have the option of selecting a Summary Report or a Detailed Report. The Summary Report presents limited information, such as debit/credit accounts. The Detail Report presents additional information, such as the credit party and who entered the transaction. The Tracking Information section will also
11

include the Bank's internal reference number for the transfer, the FED Reference number for domestic wires, and the SWIFT Reference number for international wires. For cross-currency international wires, the debit amount in U.S. Dollars will be reported under the Credit Amount. · Click on [Summary Report] or [Detail Report]. · Close the browser to exit from the report window. Customize your report as desired (see Helpful Hints, page 2).

Template Summary This lets you view summary and detailed information for the repetitive and non-repetitive templates that you are authorized to use.

Acknowledge Rejection · Click Ack Reject on the navigation bar at left. To view detail about a rejected transaction(s): · Check the box(es) corresponding to the account number(s) to reject and click [Submit], or click on the desired Trace # in the chart. The rejected transaction you selected to acknowledge will now appear at the top of the Acknowledge Rejection screen, for the duration of this session only. The reason for the rejection of the wire transfer can be seen in the Tracking Information section of the Wire Transfer Inquiry Detail page.

12

To acknowledge the rejected transfer, click [Acknowledge Rejection]

Confirm the Acknowledgment by clicking [Confirm] on the Acknowledge Wire Rejections Confirmation page. Note: Any transaction not acknowleged will remain on your Acknowledge Rejection screen until you select it for acknowledgment.

After acknowledging the rejection, you may create a new corrected wire transfer entry.

13

Additional Routing Instructions for Banks in Selected Foreign Countries When creating an international wire transfer, you must include additional routing information when sending the transfer to banks in the following countries. This information can be included in the Additional Information section or the Beneficiary Bank Address field, if space allows. USD (U.S. Dollar) or EUR (Euro) payments sent to Australia should include a 6 digit Bank State Branch number (BSB). USD or EUR payments sent to Austria should include a 5 digit BLZ number. USD or CAD (Canadian Dollar) payments sent to Canada require a transit number and branch code or the full address of the branch. USD or EUR payments sent to France should include a Bank Code, Agent Code, Account Number, and Key Number. USD or EUR payments sent to Germany should include an 8 digit BLZ number. USD or MXN (Mexican Peso) payments sent to banks in Mexico require a 3 or 4 digit branch number or the full address of the branch. USD or EUR payments sent to Spain require one of three options: the IBAN, NIB, or BES number. USD or ZAR (South African Rand) payments sent to South Africa require a 6 digit South African National Clearing Code. USD or GPB (British Pound Sterling) payments sent to the United Kingdom require a 6 digit Sort Code.

14

ACH
The ACH component enables users to create and submit payment transactions, set up administration and reporting parameters, and obtain reports through the internet. The main functions of the ACH component are found in the tabs along the top navigation area. These can include: · Payments · Transfers · Other Services · Reports · Administration For details about the ACH component please refer to your Comerica NetVision ACH Users' Guide.

Image Services
The Image Services component enables users to view and print paid checks, deposit tickets and lockbox checks through the internet. The main functions of the Image Services component include: · Paid Items · Lockbox For details about the Image Services component please refer to your Paid Items or Lockbox Image Services Users' Guide.

15

Account Transfers
Easily transfer funds between your Comerica accounts. Transfers will be effective at the end of the processing day. To Initiate an Account Transfer · Click on Entry on the left side navigation bar. · Select the appropriate account in the Account From drop down menu. · Select the appropriate account in the Account To drop down menu. · Enter the transfer amount in the Amount box. · Click [Submit Transfer]. An Account Transfer Confirmation will appear. · Click [OK].

Account Transfer Summary · Click on Status and Reports on the left side navigation bar.

The Account Transfer Summary lets you instantly view a consolidated list of completed transfers. · · Click on [Generate Report] to view a formatted, full summary report. Close the browser to exit from the report window.

Customize your report as desired (see Helpful Hints, page 2).

16

Check Services
With Check Services you can quickly and easily inquire about a check, place a stop payment, request a photocopy, cancel a stop payment, or verify a status report. · Click on the desired request. Note: A) Your demand deposit account history retention includes the current and previous statement periods. B) If your account is reconciled by Comerica, history retention includes the current and three previous months. C) If your check was issued prior to the period above, check your paper statements to ensure check is outstanding prior to inquiring through Comerica NetVision. D) Always inquire on the status of a check before using Stop Payment. Check Inquiries · · · · · Click on Check Inquiry from the navigation bar at left. Enter the requested information for the inquiry. Click on [Submit Request]. Verify input information as displayed on the Check Services Confirmation screen. Click [OK] to submit or [Cancel].

Check Services Summary To view results of inquiry, select Status and Reports from the left side navigation bar. · · · Click on [Generate Report] to view a formatted, full summary report. It is recommended that you print a copy of the report. Close the browser to exit from the report window.

Customize your report as desired (see Helpful Hints, page 2).

17

Placing a Stop Payment, Canceling a Stop Payment or Requesting Photocopies Once your Inquiry on the check has been made and a Status Report reviewed, you may initiate the Stop Payment, Cancel Stop Payment, or request Photocopies by completing the appropriate fields. Place Stop Payment Note: The amount entered must match the check issue amount for the check to be stopped. · Select Stop Payment from the left side navigation bar. · Go to Completing the Steps, below. Cancel a Stop Payments Note: The amount entered must match the amount on the Stop Payment for the stop to be canceled. · Select Cancel Stops from the left side navigation bar. · Go to Completing the Steps below. For Photocopies · Select Photocopies from the left side navigation bar. · Go to Completing the Steps below. Completing the Steps · Complete the appropriate fields. · Select [Submit Request]. · Click [OK] to submit or [Cancel] on the Check Services Confirmation screen. · To ensure your request has taken place, select Status and Reports from the navigation bar at left. · Click on [Generate Report] to view a formatted, full summary report. · It is recommended that you print a copy of the report. · Close the browser to exit from the report window. Customize your report as desired (see Helpful Hints, page 2).

18

Administration
Administration allows select individuals in your company to perform some or all administrative functions. Audit Allows the user to review the history of their online activity. A user can only view their own activity, though the "administrative user" can view all activity. · Make your selections in each of the Audit sections. · Click [Generate Report]. Changing Your Password To keep your transactions and inquiries more secure · Keep your password confidential. · Change your password every 90 days (as required by the Bank), or more frequently if you wish. Should your User ID remain inactive for a period of 120 days, it will be suspended. Suspended User ID's can be reactivated with assistance from either your administrative user or your Treasury Management Customer Service Administrator. To change your password · Click Change Password on the left side navigation bar. · Enter your current password in the Old Password box. · Enter your new password in the New Password box. Note: Passwords must be 6 - 8 alpha and/or numeric characters, and are not case sensitive. · Re-enter your new password. · Click [Change Password]. The Password Confirmation screen will appear to confirm your change was successful. · Click [Continue]. Note: The Bank will never ask you for your password. If you think your password has been compromised, change it immediately to protect yourself and your company. Notify your management and contact your local Comerica Treasury Management Customer Service area to advise them of the potential password compromise. See Customer Services at the end of this User Guide for phone numbers.

19

User Profiles All users must be added to the system before they can perform any activities. Comerica creates the users; afterward, the administrative user can build and maintain user profiles within their organization. The administrative user can: · Change information about a user. · Administer a user's password. · Assign a user permission to perform certain activities. · Assign a user permission to access certain accounts for a specific service. · Assign a user permission to access wire transfer templates. · View user information. Service assignments shows the service(s) set up for each user. · Click a user's Service Assignments in the Edit column. From here, the administrative user can edit account and service assignments. · Click Edit.

Requests are shown checked and in red. · Click User Service Assignments. · Click [Submit].

You can view the user's Account and other assignments by clicking on the link at the top of the page.

20

Account Assignments To view the user's assignments · Click Account Assignments. · Select a bank to view and click it. · Assign or unassign accounts as needed. · Click [Submit]. This shows the activities assigned to the users. It also shows all the accounts available to be assigned to the users. The administrative user assigns an account by selecting the accounts to be granted to the user. Note: Users cannot be totally restricted from using all accounts. If no accounts are selected in the Assign column, the system will default to reporting all accounts. The administrative user must grant permission to at least one account. To remove all accounts from a user, the administrative user must unassign the balance reporting option. For Prior day and Intra day reporting and Check Services, a user must be given permission to access specific accounts. In Bank Reports and Account Transfer, the administrative user can assign activities only. In Wire Transfer Activities, the administrative user can assign activities and repetitive and non-repetitive templates. In Account Transfer, the administrative user can assign activities only. In Additional Requests, the administrative user can assign audit activities only.

21

Processing Time Lines
Information Availability Previous Day information Intra Day information Lockbox Summary and Detail Reporting Michigan 10:30 am, 2:30 pm, and 5:30 pm ET Texas 9:30 am, 1:30 pm, and 4:30 pm CT California 10:00 am, 1:30 pm, 3:00 pm, and 4:30 pm PT ACH 6:30 am ET 10:30 am ET 2:30 pm ET 5:30 pm ET 2:30 pm ET Incoming and outgoing wire reporting is updated within minutes of the actual receipt of the wire confirmation by Comerica's Wire Department. Updates occur Monday - Friday between 9:00 am ET and 7:00 pm ET. 10:00 am ET 7:00 am ET

Customer Initiated Payments Wires

Controlled Disbursement (Final) Transaction Deadlines Domestic Wires International Wires

5:30 pm ET (received at Comerica) 5:30 pm ET (received at Comerica)

22

Contingency Procedures
If Comerica NetVision is nonfunctional, Comerica will refer back to the Contingency Authorization and Security Procedures that were initially established with your organization upon setup of the Comerica NetVision service. If you have been assigned a personal identification number (PIN) to transact wire transfers by telephone or to confirm wire transfers sent by fax, please refer to the Global Funds Transfer User Guide for processing instructions. Otherwise, please contact the Global Funds Transfer Department at the applicable telephone number below, to transact your payment manually. California Title and Escrow Customers: All other Customers: 888.242.0579 800.643.4421

Note: If Contingency Authorization and Security Procedures are not on file at Comerica, you will be referred back to Treasury Management's Customer Service area for assistance.

Customer Service
Telephone Inquiries If you experience difficulties or are unable to resolve an issue with Comerica NetVision, please call Treasury Management Customer Service: California Michigan Texas Written Inquiries If you experience any difficulties and would like to notify us by mail, please use the following addresses: California Comerica Bank MC4711 Treasury Management Customer Service P.O. Box 2249 San Jose, CA 95109-2249 Comerica Bank MC7612 Treasury Management Customer Service P.O. Box 75000 Detroit, MI 48275-7612 Comerica Bank MC6551 Treasury Management Customer Service P.O. Box 650282 Dallas, TX 75265-0282 [phone] 8:00 am - 5:00 pm PT (800) 852-36498:30 am - 5:30 pm ET (800) 688-69968:00 am - 5:00 pm CT

Michigan

Texas

Comerica Bank Members FDIC. Equal Opportunity Lenders. MNA-00799 05-03

24