MONTHLY PAYMENT BUSINESS LOAN AGREEMENT BUSINESS &
PROFESSIONAL
Name and Address of Borrower
SMA VIDEO, INC.
000 XXXXXX XX XXX XXXXXXXX
XXX XXXX XXXX, XX 00000
In this Agreement, the words, You, Your and Yours mean the undersigned
Borrower(s), jointly and severally if more than one. The words We, Us and Our
mean Citibank, N.A.
Promise To Pay: For value received, you promise to pay us the principal sum of
$250,000.00, together with interest at the rate of 9.75% per annum until paid in
full, in 36 equal, consecutive monthly payments of principal and interest of
$8,037.48 ------------ each, plus any additional charges provided for in this
agreement, beginning. Until all amounts owed us under this agreement are paid
in full, you agree to maintain a Citibank business checking account (#0000000),
from which all payments required to be made by this agreement will be deducted.
Late Charges: If you do not pay your monthly payment of principal and interest
within 15 days after the due date, you agree to pay, at the time of and in
addition to the amount of the next regularly scheduled payment: (i) a late
charge of the lesser of 5% of the principal and interest past due, or $25, if
your original principal balance is $250,000 or less, or (ii) a late charge of 1%
of the principal and interest past due, if your original principal balance is
over $250,000.
Maximum Charges: We do not intend to charge, and you will not be required to
pay, any interest or other fees or charges in excess of the maximum permitted by
applicable law. Payments in excess of the maximum will be refunded to you or
applied to unpaid principal.
Default: You will be in default if any of the following should occur:
1. You fail to make the proper payment when due, or otherwise fail to comply
with the terms of this agreement;
2. Any other creditor tries by legal process to take money or other property
of yours in our possession or under our control;
3. There is any seizure of, or a receiver is appointed for, any of your
property, or the property of any guarantor;
4. Any proceeding under any bankruptcy or insolvency law is commenced by or
against you or any guarantor;
5. Any financial statement you give us is false or misleading in any way;
6. An individual borrower or any guarantor of this obligation shall either die
or cease to be an officer, director or partner in your business;
7. Your business is sold or there is a cessation of your day-to-day
operations;
8. You enter into any merger or consolidation, or sell or lease all or
substantially all of your assets;
9. There is a default in the terms or conditions of any other contract with us
or our affiliates, or with any other financial institution;
10. Any required life insurance is canceled without our consent;
11. You fail to maintain, with financially sound insurance companies, insurance
of the kinds, covering the risks, and in the relative proportionate
amounts, usually carried by businesses similar to yours;
12. You fail to pay any taxes, assessments or other governmental charges
imposed on you or your property prior to the date on which penalties are
attached thereto, unless and to the extent only that the same are contested
by you in good faith and by appropriate proceedings;
13. In our sole good faith opinion, there is a material adverse change in your
financial condition, your business operations or the financial condition of
any guarantor; or
14. We, in good faith, believe that our security is impaired or our credit risk
is increased.
Upon default, at our option, without further notice or demand, the entire unpaid
balance of principal, interest and any other charges shall immediately become
due and payable. After default, you agree to continue to pay interest and other
applicable charges at the rate provided for herein, until the entire unpaid
balance is paid in full.
Collection Costs: You agree to pay on demand all costs and expenses for
collection of amounts due on your Account (by legal proceedings or otherwise),
including without limitation attorneys fees and court costs.
Security: As security for your payment and performance under this agreement and
any other obligations owed to us, you grant us a security interest in all of
your now owned or later acquired personal property and fixtures, including
without limitation all accounts, goods, inventory, equipment, chattel paper,
securities (certificated or uncertificated), documents, instruments, and general
intangibles, their proceeds and products, any money or deposit accounts with or
held by us, and any certificates of deposit or other collateral pledged to us in
a separate agreement (all called the "Collateral"). Collateral does not include
assets in IRAs, Xxxxx Plans or other tax-qualified retirement plans. You will
promptly notify us of any change concerning the Collateral's location, or any
change in your name or place(s) of business, and will provide other information
concerning the Collateral which we may request. You will not grant or allow to
exist any other security interest in the Collateral without our prior written
consent. You will maintain insurance on the Collateral in form and amount
satisfactory to us. Upon our demand, you will deliver any Collateral to us, make
a payment of any obligation and/or execute any documents or perform any acts we
request to protect our security interest in the Collateral. After default, at
our request, you will assemble the Collateral and make it available to us at a
time and place designated by us which will be reasonably convenient to you and
us. In the event of sale or other disposition of any Collateral, we may apply
the proceeds of any such sale or disposition first to the payment of our costs
in retaking, holding and preparing for sale the Collateral, including without
limitation our reasonable attorneys' fees. You shall be liable for any
deficiency after such sale, including without limitation a sale of accounts or
chattel paper. You agree to sign at our request and you authorize us to file at
your expense any financing statements to perfect the security interest granted
above. It is understood that our security interest in the following described
Collateral will be a first priority security interest regardless of the priority
of our security interest in the other Collateral:
--------------------------------------------------------------------------------
You hereby authorize us to file at your expense any financing statements to
perfect the security interest granted herein without your signature on such
financing statements and hereby grant us a power of attorney to take any action
or execute, file and deliver any document (including without limitation
financing statements and amendments thereto) which we deem necessary to protect
our security interest.
Credit Life Insurance Election Form Citibank, N.A.
--------------------------------------------------------------------------------
Not for consumer loans
After signing, Borrower should retain one copy
Credit life insurance provides additional protection for your loan in the event
of death. If the Borrower is a corporation or partnership, the Proposed Insured
Party must be a natural person who is a guarantor. If credit life insurance is
required by Citibank, N.A. for your loan, the Proposed Insured Party may assign
an existing policy, or procure and assign a new policy to Citibank, N.A. or may
elect credit life insurance below. The Proposed Insured Party must
satisfactorily complete and sign the Group Credit Insurance Application and be
under the age of 70. For Business Ready Credit and Business Checking Plus,
insurance coverage will terminate when the Proposed Insured Party reaches the
age of 70.
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Borrower Name: SMA VIDEO, INC.
Address: 000 XXXXXX XX XXX XXXXXXXX, XXX XXXX XXXX, XX 00000
--------------------------------------------------------------------------------
Proposed Print name of Proposed Insured Party
Insured Party ____________________________________
(if Borrower is corporation, must be active officer; if partnership, must
be active general partner) Relationship to Borrower:
( )Active Officer ( )Partner ( )Member/Manager
--------------------------------------------------------------------------------
FIRST CITICORP LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
Home Office: Xxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxx Xxxxxx Xxxx, XX 00000
GROUP CREDIT INSURANCE APPLICATION
Plan Desired
(X) Single Life - One Proposed Insured Party
Proposed Insured Party
----------------------
Yes No
1) Have you, during the past 12 months, been
diagnosed or under the care of a doctor or
other practitioner for any of the following:
high blood pressure, diabetes, cancer or tumor,
heart attack, seizures, or stroke;
genitourinary, joint, muscle, or digestive
system disorders; arthritis, back or neck
impairments; Acquired Immunodeficiency Syndrome
(AIDS) or AIDS Related Complex (ARC), and ( ) ( )
2) Have you, during the past 12 months, been
confined in a hospital or other institution due
to any condition of the following: brain,
nervous system, liver, kidney and lungs? ( ) ( )
By signing below you state that: (1) Your Birth Date is correctly entered below.
(2) You understand insurance will not be provided if you are age 70 or over. (3)
You agree to pay the costs of, and have applied for, the Credit Insurance marked
above. (4) Your responses are complete and true to the best of your knowledge
and belief.
If you have answered "YES" to either of the questions listed above, you CANNOT
BE INSURED for Credit Insurance and this Form will not be considered further.
------------- --------------- --------------------------------------
Date Birth Date Proposed Insured Party's Signature
PERSONAL INFORMATION NOTICE: Any information you give us about yourself will be
treated as confidential. We will use that information solely to underwrite your
insurance. We will not share it with anyone unless you first authorize it in
writing.
40-5803(10-94)C
--------------------------------------------------------------------------------
Election If the Borrower is a partnership or corporation, the Proposed
Insured Party is a guarantor and an active general partner or
officer of the Borrower. The Proposed Insured Party has completed
and signed the above Group Credit Insurance Application.
CHOOSE: _____ The undersigned hereby elects credit life insurance.
_____ The undersigned does not elect credit life insurance.
Cancellation of election: You may cancel within the next seven
business days by notifying, in writing, Citicorp Data Systems, Inc.
at 0000 Xxxxx Xxx. 000, Xxx Xxxxxxx, XX 00000.
Proposed
Date _______________ Insured Party _______________________
Signature
(Also, if Borrower is corporation or partnership, sign below)
Borrower: SMA VIDEO, INC. By: /s/ illegible
------------------------- --------------------------------
(Print exact name)
Name: /s/ Xxxxx Satin Title: -----------------------------
Executive Vice President/
Secretary
(See reverse side) PBL 502 (L)*Rev. 9-91
GENERAL SECURITY AGREEMENT
Citibank, N.A.
000 XXXXX XXXXXX
XXXXXXX, XXX XXXX 00000
GENTLEMEN:
1. From time to time the undersigned expects to become or has become
indebted or otherwise obligated or liable to you in connection with letter of
credit or acceptance transactions, trust receipt transactions, or other loan or
financial accommodations (such indebtedness, obligations and liabilities being
hereinafter referred to as the "Obligation(s)"). In consideration of the
Obligations, the undersigned agrees that, in order to provide you with security
for payment and performance of all the Obligations, you shall have a security
interest in all of the personal property and fixtures of the undersigned, now or
hereafter existing or acquired, of any type or description, including but not
limited to all of the inventory of the undersigned wherever located, whether
raw, in process or finished; all materials or equipment usable in processing the
same; all documents of title covering any inventory; all equipment, furniture,
trade fixtures and furnishings employed in the operation of the undersigned's
business; all of the undersigned's contract rights, accounts receivable, general
intangibles, instruments, investment securities, chattel paper, notes, drafts,
acceptances, and all bank balances of the undersigned with you or other claims
of the undersigned against you and the proceeds and products of each of the
foregoing in any form whatsoever (all of the foregoing being hereinafter
referred to collectively as the "Collateral"). The undersigned agrees that
should the aggregate market value of the Collateral at any time suffer any
decline in value or should any property be deemed by you to be unsatisfactory or
inadequate, or should such property fail to conform to legal requirements, the
undersigned will upon request deliver to you additional Collateral or will make
one or more payments on account of the Obligations to your satisfaction. To the
extent that the aforesaid Collateral may consist of capital stock, it is further
agreed that, in event of any new or additional certificate(s) of stock being
issued (as stock dividends or otherwise) relative to any such capital stock,
held at the time as Collateral hereunder, such certificate(s) shall be deemed an
increment to the stock so held and under pledge to you and that therefore, such
certificate(s) will-to the extent received by or placed under the control of the
undersigned-be held or controlled in trust for you and will be promptly
delivered to you (in form, for transfer) to be held hereunder if you so request.
2. You shall have no duty of care with respect to the Collateral, except
that you shall exercise reasonable care with respect to Collateral in your
custody, but shall be deemed to have exercised reasonable care if such property
is accorded treatment substantially equal to that which you accord your own
property, or if you take such action with respect to the Collateral as the
undersigned shall request in writing, but no failure to comply with any such
request nor any omission to do any such act requested by the undersigned shall
be deemed a failure to exercise reasonable care, nor shall your failure to take
steps to preserve rights against any parties or property be deemed a failure to
have exercised reasonable care with respect to Collateral in your custody.
3. In addition to the rights and security interest elsewhere herein set
forth, you may, at your option at any time(s) and with or without notice to the
undersigned, appropriate and apply to the payment or reduction, either in whole
or in part, of the amount owing on any one or more of the Obligations, whether
or not then due, any and all moneys now or hereafter with you, on deposit or
otherwise, to the credit of or belonging to the undersigned, it being understood
and agreed that you shall not be obligated to assert or enforce any rights or
security interest hereunder or to take any action in reference thereto, and that
you may in your discretion at any time(s) relinquish your right as to particular
Collateral hereunder without thereby affecting or invalidating your rights
hereunder as to all or any other Collateral hereinbefore referred to.
4. The undersigned further agrees and covenants, (a) that, if you so
demand in writing at any time, all proceeds shall be delivered to you promptly
upon their receipt in a form satisfactory to you; (b) that, if you so demand in
writing at any time, all chattel paper, instruments, and documents shall be
delivered to you at the time and place and in the manner in which specified by
your demand; (c) to execute and deliver, upon request, any notice, statement,
instrument, document, agreement or other papers and/or to perform any act
requested by you which may be necessary to create, perfect, preserve, validate
or otherwise protect any security interest granted pursuant hereto or to enable
you to exercise and enforce your rights hereunder or with respect to such
security interest; (d) that during the period that any Obligation is
outstanding, the undersigned will not, without obtaining your prior written
approval, create, incur, assume, or suffer to exist any security agreement
subject to the Uniform Commercial Code or any similar law of any jurisdiction,
except as herein provided, and the undersigned will not sign or file or
authorize the signing or filing of a financing statement under the said Uniform
Commercial Code of any jurisdiction with respect to the Collateral or any
portion thereof, except as herein provided. The undersigned further agrees to
provide you with such information as you may from time to time request with
respect to the location of any of its places of business. In addition, you will
be notified promptly in writing of any change in location of any office where
records concerning any of the accounts that constitute a portion of the
Collateral are maintained or of a change in location of the undersigned's
principal place of business.
5. In the event of the happening of any one or more of the following
events of default, to wit: (a) the non-payment of any of the Obligations; (b)
the failure of the undersigned forthwith, with or without notice, to furnish
satisfactory additional collateral, or to make payments on account as may be
agreed in any of the Obligations or herein; (c) the death, failure in business,
dissolution or termination of existence of the undersigned, (d) any petition in
bankruptcy being filed by or against the undersigned any endorser or guarantor
of any obligation, or any proceedings in bankruptcy, or under any Acts of
Congress relating to the relief of debtors, being commenced for the relief or
readjustment of any indebtedness of the undersigned or any endorser or guarantor
of any Obligation, either through reorganization, composition, extension or
otherwise; (e) the making by the undersigned or any endorser or guarantor of any
Obligation of an assignment for the benefit of creditors or for taking advantage
by any of the same of any insolvency law; (f) any seizure, vesting or
intervention by or under authority of a government, by which the management of
the undersigned, and or any endorser or guarantor of an Obligation, is displaced
or its authority in the conduct of its business is curtailed; (g) the
appointment of any receiver of any property of the undersigned, or of any
endorser or guarantor of any Obligation; (h) the attachment or distraint of any
of the Collateral or of the same becoming subject at any time to any mandatory
court order or other legal process (i) the failure of the undersigned to perform
any of its duties as specified either in this agreement or in any other
agreement(s) with respect to the Obligations: then or at any time after the
happening of such event of default, or at any time thereafter, any or all of the
Obligations then existing shall become immediately due and payable forthwith
upon declarations to such effect delivered by you to the undersigned without any
other presentment, demand, protest, or notice of any kind, without further
demand or notice to the undersigned. Furthermore, upon the occurrence of any
such event of default, your obligation(s) to make further loans or extensions of
credit or other financial accommodations to the undersigned shall thereupon be
terminated and you shall also have all of the rights and remedies provided to a
secured party by the Uniform Commercial Code in effect in New York State at that
time. In addition thereto the undersigned further agrees that (i) in the event
that notice is necessary under applicable law, written notice mailed to the
undersigned at the address given below three (3) business days prior to the date
of public sale of any of the Collateral subject to the security interest created
herein or prior to the date after which private sale or any other disposition of
said Collateral will be made shall constitute reasonable notice, but notice
given in any other reasonable manner or at any other time shall be sufficient;
(ii) in the event of sale or other disposition of any such Collateral, you may
apply the proceeds of any such sale or disposition to the satisfaction of your
reasonable attorneys' fees, legal expenses, and other costs and expenses
incurred in connection with your
NOT TO BE USED FOR
CONSUMER TRANSACTIONS CONTINUING GUARANTY
Citibank, N.A.
NEW YORK Date June 4, 1997
------------------
I, for and in consideration of any existing
indebtedness to you of SMA Video, Inc.
--------------------------------
(Name and Address)
000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000
--------------------------------------------------------------------------------
(hereinafter called the "Borrower"), for the payment of which the undersigned is
now obligated to you, either as guarantor or otherwise, and/or in order to
induce you, in your discretion, at any time(s) hereafter, to make any loan(s) or
advance(s) or to extend credit in any other manner to, or at the request or for
the account of the Borrower, either with or without security, and/or to purchase
or discount any notes, bills receivable, drafts, acceptances, checks or other
instruments or evidences of indebtedness upon which the Borrower is or may
become liable as maker, endorser, acceptor, or otherwise, (all liabilities and
obligations of the Borrower to you, now or hereafter existing, being hereinafter
referred to as "Obligations"), the undersigned does hereby GUARANTEE the
punctual payment at maturity to you of each and all of the Obligations, together
with interest thereon and any and all expenses which may be incurred by you in
collecting all or any of the Obligations and/or in enforcing any rights
hereunder; provided,
however, that if and only if an amount of a designated currency is here
specified
----------------------------------------------------------------------
--------------------------------------------------------------------------------
(indicate Amount and Country of which that Amount is Lawful Currency)
***** U.S. Dollars Unlimited ***** (U.S. $ Unlimited),
--------------------------------------------------------------------------------
then the liability of the undersigned hereunder shall not exceed at any one time
with respect to the aggregate principal amount of Obligations, and irrespective
of the currency(ies) in which the Obligations are payable, the amount of
currency here specified.
II. As implementing the foregoing, it is understood and agreed that (i)
the undersigned guarantees that the Obligations will be paid to you strictly in
accordance with the terms and provisions of any agreement(s), express or
implied, which has (have) been or may hereafter be made or entered into by the
Borrower in reference thereto, regardless of any law, regulation or decree, now
or hereafter in effect, which might in any manner affect any of the terms or
provisions of any such agreement(s) or your rights with respect thereto as
against the Borrower, or cause or permit to be invoked any alteration in the
time, amount or manner of payment by the Borrower of any of the Obligations, and
(ii) in each instance when the Borrower shall have agreed, relative to any one
or more of the Obligations, to pay or provide your Head Office or any of your
Branches or correspondents with any amount of money that is other than that
which is locally in common circulation at the time as currency in the place
where such agreement is made, and such amount is not actually paid or provided
as and when agreed or within such time as you may deem reasonable, the
undersigned will, upon request and as you may elect, either pay or provide the
amount in the exact currency and place as agreed by the Borrower or pay or
provide you in the City of New York with the equivalent of the amount in U.S.
dollars at your then prevailing rate for sales of the kind of currency
agreed to be paid or provided for transfer by cable to a place where it is
current.
III. As security for any and all liabilities of the undersigned to you,
not existing or hereafter arising hereunder, or otherwise, you are hereby given
the right to retain, and you are hereby given a lien upon and a security
interest in any and all moneys or other property (i.e., goods and merchandise,
as well as any and all documents relative thereto; also, funds, securities,
choices in action and any and all other forms of property whether real, personal
or mixed, and any right, title or interest of the undersigned therein or
thereto), and/or the proceeds thereof, which have/has been, or may hereafter be,
deposited or left with you (or with any third party acting on your behalf) by or
for the account or credit of the undersigned, including (without limitation of
the foregoing) that in safekeeping or in which the undersigned may have any
interest. All remittances and property shall be deemed left with you as soon as
put in transit to you by mail or carrier. In the event of the happening of any
one or more of the following, any one of which shall constitute an event of
default, to wit: (a) the non-payment of any of the Obligations; (b) the death,
failure in business, dissolution or termination of existence of the Borrower or
the undersigned; (c) any petition in bankruptcy being filed by or against the
Borrower or the undersigned, or any proceedings in bankruptcy, or under any laws
or regulations of any jurisdiction, relating to the relief of debtors, being
commenced for the relief or readjustment of any indebtedness of the Borrower or
the undersigned, either through reorganization, composition, extension or
otherwise; (d) the making by the Borrower or the undersigned of any assignment
for the benefit of creditors or the taking advantage by either of the same of
any insolvency law; (e) the appointment of a receiver of any property of the
Borrower or the undersigned; (f) any seizure, vesting or intervention by or
under authority of a government, by which the management of either the Borrower
or the undersigned is displaced or its authority in the conduct of its business
is curtailed; (g) the attachment or distraint of any funds or other property of
the Borrower or the undersigned which may be in, or come into, your possession
or under your control, or that of any third party acting for you, or of the same
becoming subject at any time to any mandatory order of court or other legal
process--then, or at any time(s) after the happening of any such event of
default, any or all of the Obligations shall, at your option, become (for the
purposes of this guaranty) immediately due and payable by the undersigned,
without demand or notice. Furthermore, upon the occurrence of any such event of
default you shall have all of the rights and remedies provided to a secured
party by the Uniform Commercial Code in effect in New York State at that time,
and in addition thereto, the undersigned, further agrees that (1) in the event
that notice is necessary, written notice mailed to the undersigned at the
address given below three business days prior to the date of public sale of the
property subject to the lien and security interest created herein or prior to
the date after which private sale or any other disposition of said property will
be made shall constitute reasonable notice, but notice given in any other
reasonable manner or at any other reasonable time shall be sufficient, (2) in
the event of sale or other disposition of such property, you may apply the
proceeds of any such sale or disposition to the satisfaction of your reasonable
attorneys' fees, legal expenses and other costs and expenses incurred in
connection with your retaking, holding, preparing for sale, and selling of the
property, and (3) without precluding any other methods of sale, the sale of
property shall have been made in a commercially reasonable manner if conducted
in conformity with reasonable commercial practices of banks disposing of similar
property, but in any event, you may sell at your option on such terms as you may
choose without assuming any credit risk and without any obligation to advertise.
IV. The undersigned hereby consents and agrees that you may at any time,
or from time to time, in your discretion: (1) extend or change the time of
payment, and/or the manner, place or terms of payment of all or any of the
Obligations; (2) exchange, release, and/or surrender all or any of the
collateral security, or any part(s), thereof, by whomsoever deposited, which is
now or may hereafter be held by you in connection with all or any of the
Obligations; (3) sell and/or purchase all or any such collateral at public or
private sale, or at any broker's board, and after deducting all costs and
expenses of every kind for collection, sale or delivery, the net proceeds of any
such sale(s) may be applied by you upon all or any of the Obligation(s), and (4)
settle or compromise with the Borrower, and/or any other person(s) liable
thereon, any and all of the Obligations, and/or subordinate the payment of same,
or any part(s) thereof, to the payment of any other debts or claims, which may
at any time(s) be due or owing to you and/or any other person(s) or
corporation(s); all in such manner and upon such terms as you may deem proper,
and without notice to or further assent from the undersigned, it being hereby
agreed that the undersigned shall be and remain bound upon this guaranty,
irrespective of the existence, value or condition of any collateral, and
notwithstanding any such change, exchange, settlement, compromise, surrender,
release, sale, application, renewal or extension, and notwithstanding also that
the Obligations may at time(s) exceed the aggregate principal sum hereinabove
prescribed and regardless of the validity, regularity or enforceability of any
of the Obligations or purported Obligations or existence of any other
circumstance which might otherwise constitute a defense available to the
Borrower or a discharge of the Borrower.
Ratifying Resolution Authorizing Corp. Continuing Guarantee
CORPORATE RESOLUTION
of
I, the undersigned, Secretary of Fly Films, Inc.
----------------------------
(Exact Name of Corporation)
a corporation duly organized and existing under the laws of New York and
-----------
(Name of State where Incorp.)
having its principal place of business in New York, NY, hereby CERTIFY that
-------------------
(Name of City or Town & State)
the following is a true copy of a certain resolution duly adopted by the
Board of Directors of the said corporation in accordance with the By-Laws
at, and recorded in the minutes of, a meeting of the said Board duly held
on June 4 ,
------------------
(Date of Meeting)
1997 , and not subsequently rescinded or modified:
"RESOLVED, that this Corporation guarantee the liabilities and obligations of
SMA Video, Inc.
to Citibank, N.A. up to the principal amount of: Unlimited U.S. Dollars
plus interest, in the manner set forth in that Bank's form of Continuing
Guaranty presented at this meeting, which is hereby approved, and that any one
of the officers of this Corporation is authorized on behalf thereof to complete,
execute and deliver the same to said Bank and to secure such guaranty by a
mortgage or pledge of or the creation of any security interest in all or any
part of the property of this Corporation or any interest therein wherever
situated, with such changes in the guaranty and documents creating the Security
interest as shall be acceptable to the officer, or person executing and
delivering the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
this Corporation this 4th day of June, 1997.
/s/ illegible
------------------------
Secretary
(Corporate Seal)
Banking Agreement BUSINESS & PROFESSIONAL
Corporation - General Resolution
Exact Name of Corporation: Principal Place of Business:
Fly Films, Inc. Number & Street 100 6th Ave.
City New York
State, Zip Code NY
Resolved:
1. The Citibank, N.A. (hereinafter called the "Bank") --------------------
Should the Board of Directors desire that the authority conferred be
restricted to one or more particular places of business of the Bank,
please specify here.
be and hereby is designated a depository of the funds of this
Corporation, and
be and hereby is designated a depository of the funds of this
Corporation, and
President, Treasurer/Secretary
If officer(s), designate office(s) only, for example: President,
Treasurer, etc.: if person(s) other than officer(s), insert name(s).
Singly
If two or more are designated, indicate whether they are to sign singly,
any two, jointly or otherwise.
is/are hereby authorized (i) to sign, for and on behalf of this
Corporation, any and all checks, drafts or other orders with respect to
any funds at any time(s) to the credit of this Corporation with the Bank
and/or against any account(s) of this Corporation maintained at any
time(s) with the Bank, inclusive of any and all checks and orders
accessing an overdraft line of credit and inclusive of any such checks,
drafts or other orders in favor of any of the above-designated
officer(s) and/or other person(s), and/or (ii) to make withdrawals at
any time(s) of any such funds or from any such account(s) by any other
means authorized by the Bank, including (without limitation) a debit
card, a credit card, a terminal or other device or facility providing
access to any such funds or account(s), and that the Bank be and hereby
is authorized (a) to pay such checks, drafts or orders, and/or to honor
such withdrawals, by debiting any account(s) of this Corporation then
maintained with it; (b) to receive for deposit to the credit of this
Corporation, and/or for collection for the account of this Corporation,
any and all checks, drafts, notes or other instruments for the payment
of money, whether or not endorsed by this Corporation, which may be
submitted to it for such deposit and/or collection, it being understood
that each such item shall be deemed to have been unqualifiedly endorsed
by this Corporation; and (c) to receive, as the act of this Corporation,
any and all stop-payment instructions (inclusive of any relative
agreement) with respect to any such checks, drafts or other orders as
aforesaid and reconcilement(s) of account when signed by any one or more
of the officer(s) and/or other person(s) as hereinbefore designated.
2. That President, Treasurer/Secretary
If officer(s), designate office(s) only, for example: President,
Treasurer, etc.: if person(s) other than officer(s), insert name(s).
Singly
If two or more are designated, indicate whether they are to sign singly,
any two, jointly or otherwise.
is/are hereby authorized, for and on behalf of this Corporation, to
transact any and all other business with or through the Bank which at
any time(s) may be deemed by the said officer(s) and/or other person(s)
transacting the same to be advisable, including, without limiting the
generality of the foregoing, authority to: (a) discount and/or negotiate
notes, drafts and other commercial paper, (b) apply for letters or
other forms of credit; (c) borrow money, with or without security; (d)
assign, transfer, pledge or otherwise hypothecate any property of the
Corporation; (e) purchase, exchange, sell, or otherwise deal in or with
any stocks, bonds and other securities; (f) execute and deliver
agreements for automated and computer services; (g) execute and deliver
electronic account access agreements, which may establish special
authorizations and limitations, pertaining to the accounts to be
accessed pursuant thereto, different from the authorizations and
limitations herein elsewhere contained, and to change such special
authorizations and limitations from time to time; and (h) in reference
to any of the business or transactions hereinbefore in this subdivision
"2" referred to, make, enter into, execute and deliver to the Bank such
negotiable or non-negotiable instruments, indemnity and other
agreements, obligations, assignments, endorsements, hypothecations,
pledges, receipts and/or other documents as may be deemed by the
officer(s) and/or other person(s) so acting to be necessary or
desirable.
3. That any and all withdrawals of money and/or other transactions
heretofore had in behalf of this Corporation with the Bank are hereby
ratified, confirmed and approved, and that the Bank (and any interested
third party) may rely upon the authority conferred by this entire
resolution unless, and except to the extent that, this resolution shall
be revoked or modified by a subsequent resolution of this Board, and
until a certified copy of such subsequent resolution has been received
by the Bank and the Bank has had a reasonable opportunity to act
thereon.
4. That the Bank is further authorized to pay to the debit of any
account(s) of this Corporation, any and all checks, drafts and other
instruments for the payment of money drawn in the name of this
Corporation bearing or purporting to bear the facsimile signature(s) of
President, Treasurer/Secretary
(If officer(s), designate office(s) only, for example: President,
Treasurer, etc. if person(s) other than officer(s), insert name(s).)
Singly
(If two or more are designated, indicate whether they are to sign
singly, any two, jointly or otherwise.)
inclusive of any in favor of any person(s) whose facsimile signature(s)
appear(s) thereon, if the facsimile signature(s) thereon, regardless of
by whom or what means affixed, resemble(s) the specimen(s) thereof filed
with the Bank.
5. That this corporation has filed a Certificate of Assumed Name with the
Secretary of State of New York in accordance with Section 130 of the
General Business Law and has received permission to use an assumed name
or trade style which is:
------------------------------------------------------------------------
I, the undersigned, Secretary of the above-named corporation, which is duly
organized and existing under the Laws of New York, (Name of state where
incorporated) and having its principal place of business at the above named
address, hereby CERTIFY that the above is a true copy of a certain resolution
duly adopted by the Board of Directors of the said corporation in accordance
with the By-Laws at, and recorded in the minutes of, a meeting of the said Board
duly held on 3/28, 1994, (Date of Meeting) and not subsequently rescinded or
modified.
I FURTHER CERTIFY that the following now occupy(ies) the respective office(s)
designated in the above-quoted resolution and that the same is (are) duly
qualified as such officer(s) and that the specimen(s) of the facsimile
signature(s) on the reverse side is (are) that (those) referred to in the
above-quoted resolution:
Please Complete Reverse Side.
CITIBANK [LOGO]
CONSENT OF STOCKHOLDERS
of
Fly Films, Inc.
---------------------
WE, the undersigned, Stockholders of the above Corporation, each
holding the number of shares of its capital stock set forth after our respective
names and together holding the entire number of shares outstanding of the
capital stock of this Corporation entitled to vote thereon, do hereby consent in
writing that this Corporation guarantee the liabilities and obligations of SMA
Video, Inc.
000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 to Citibank, N.A.
--------------------------------------------------------
to the extent of Unlimited U.S. Dollars,
--------------------------------------------------
plus interest, in the manner set forth in the Agreement of Guaranty which we
have examined and which Agreement is approved, and that any Officer of this
Corporation is authorized and directed to execute in the name of and on behalf
thereof the said Agreement of Guaranty and present the same to the Bank, and we
further consent that the said Corporation, by any Officer thereof, be and he
hereby is authorized on behalf thereof to secure such guaranty by a mortgage or
pledge of or the creation of a security interest in all or any part of the
property of this Corporation or any interest therein wherever situated.
NAME OF STOCKHOLDERS NO. OF SHARES HELD
-------------------- ------------------
Signature /s/ illegible 50%
---------------------- ------------
Signature /s/ illegible 50%
---------------------- ------------
Signature
---------------------- ------------
Signature
---------------------- ------------
Page 1 of 2
GENERAL SECURITY AGREEMENT
Citibank, N.A.
000 XXXXX XXXXXX
XXXXXXX, XXX XXXX 00000
GENTLEMEN:
1. From time to time the undersigned expects to become or has become
indebted or otherwise obligated or liable to you in connection with letter of
credit or acceptance transactions, trust receipt transactions, or other loan or
financial accommodations (such indebtedness, obligations and liabilities being
hereinafter referred to as the "Obligation(s)"). In consideration of the
Obligations, the undersigned agrees that, in order to provide you with security
for payment and performance of all the Obligations you shall have a security
interest in all of the personal property and fixtures of the undersigned, now or
hereafter existing or acquired, of any type or description, including but not
limited to all of the inventory of the undersigned wherever located. whether
raw, in process or finished; all materials or equipment usable in processing the
same: all documents of title covering any inventory; all equipment, furniture,
trade fixtures and furnishings employed in the operation of the undersigned's
business; all of the undersigned's contract rights, accounts receivable, general
intangibles, instruments, investment securities, chattel paper, notes, drafts,
acceptances, and all bank balances of the undersigned with you or other claims
of the undersigned against you and the proceeds and products of each of the
foregoing in any form whatsoever (all of the foregoing being hereinafter
referred to collectively as the "Collateral"). The undersigned agrees that
should the aggregate market value of the Collateral at any time suffer any
decline in value or should any property be deemed by you to be unsatisfactory or
inadequate, or should such property fail to conform to legal requirements, the
undersigned will upon request deliver to you additional Collateral or will make
one or more payments on account of the Obligations to your satisfaction. To the
extent that the aforesaid Collateral may consist of capital stock, it is further
agreed that, in event of any new or additional certificate(s) of stock being
issued (as stock dividends or otherwise) relative to any such capital stock,
held at the time as Collateral hereunder, such certificate(s) shall be deemed an
increment to the stock so held and under pledge to you and that therefore, such
certificate(s) will-to the extent received by or placed under the control of the
undersigned-be held or controlled in trust for you and will be promptly
delivered to you (in form for transfer) to be held hereunder if you so request.
2. You shall have no duty of care with respect to the Collateral,
except that you shall exercise reasonable care with respect to Collateral in
your custody, but shall be deemed to have exercised reasonable care if such
property is accorded treatment substantially equal to that which you accord your
own property, or if you take such action with respect to the Collateral as the
undersigned shall request in writing, but no failure to comply with any such
request nor any omission to do any such act requested by the undersigned shall
be deemed a failure to exercise reasonable care, nor shall your failure to take
steps to preserve rights against any parties or property be deemed a failure to
have exercised reasonable care with respect to Collateral in your custody.
3. In addition to the rights and security interest elsewhere herein set
forth, you may, at your option at any time(s) and with or without notice to the
undersigned, appropriate and apply to the payment or reduction, either in whole
or in part, of the amount owing on any one or more of the Obligations, whether
or not then due, any and all moneys now or hereafter with you, on deposit or
otherwise, to the credit of or belonging to the undersigned, it being understood
and agreed that you shall not be obligated to assert or enforce any rights or
security interest hereunder or to take any action in reference thereto, and that
you may in your discretion at any time(s) relinquish your right as to particular
Collateral hereunder without thereby affecting or invalidating your rights
hereunder as to all or any other Collateral hereinbefore referred to.
4. The undersigned further agrees and covenants, (a) that, if you so
demand in writing at any time, all proceeds shall be delivered to you promptly
upon their receipt in a form satisfactory to you; (b) that, if you so demand in
writing at any time, all chattel paper, instruments, and documents shall be
delivered to you at the time and place and in the manner in which specified by
your demand; (c) to execute and deliver, upon request, any notice, statement,
instrument, document, agreement or other papers and/or to perform any act
requested by you which may be necessary to create, perfect, preserve, validate
or otherwise protect any security interest granted pursuant hereto or to enable
you to exercise and enforce your rights hereunder or with respect to such
security interest; (d) that during the period that any Obligation is
outstanding, the undersigned will not, without obtaining your prior written
approval, create, incur, assume, or suffer to exist any security agreement
subject to the Uniform Commercial Code or any similar law of any jurisdiction,
except as herein provided, and the undersigned will not sign or file or
authorize the signing or filing of a financing statement under the said Uniform
Commercial Code of any jurisdiction with respect to the Collateral or any
portion thereof, except as herein provided. The undersigned further agrees to
provide you with such information as you may from time to time request with
respect to the location of any of its places of business. In addition, you will
be notified promptly in writing of any change in location of any office where
records concerning any of the accounts that constitute a portion of the
Collateral are maintained or of a change in location of the undersigned's
principal place of business.
5. In the event of the happening of any one or more of the following
events of default, to wit: (a) the non-payment of any of the Obligations; (b)
the failure of the undersigned forthwith, with or without notice, to furnish
satisfactory additional collateral, or to make payments on account as may be
agreed in any of the Obligations or herein; (c) the death, failure in business,
dissolution or termination of existence of the undersigned, (d) any petition in
bankruptcy being filed by or against the undersigned or any endorser or
guarantor of any obligation, or any proceedings in bankruptcy, or under any Acts
of Congress relating to the relief of debtors, being commenced for the relief or
readjustment of any indebtedness of the undersigned or any endorser or guarantor
of any Obligation, either through reorganization, composition, extension or
otherwise; (e) the making by the undersigned or any endorser or guarantor of any
Obligation of an assignment for the benefit of creditors or for taking advantage
by any of the same of any insolvency law; (f) any seizure, vesting or
intervention by or under authority of a government, by which the management of
the undersigned, and or any endorser or guarantor of an Obligation, is displaced
or its authority in the conduct of its business is curtailed; (g) the
appointment of any receiver of any property of the undersigned or of any
endorser or guarantor of any Obligation; (h) the attachment or distraint of any
of the Collateral or of the same becoming subject at any time to any mandatory
court order or other legal process (i) the failure of the undersigned to perform
any of its duties as specified either in this agreement or in any other
agreement(s) with respect to the Obligations: then or at any time after the
happening of such event of default, or at any time thereafter, any or all of the
Obligations then existing shall become immediately due and payable forthwith
upon declarations to such effect delivered by you to the undersigned without any
other presentment, demand, protest, or notice of any kind, without further
demand or notice to the undersigned. Furthermore, upon the occurrence of any
such event of default, your obligation(s) to make further loans or extensions of
credit or other financial accommodations to the undersigned shall thereupon be
terminated and you shall also have all of the rights and remedies provided to a
secured party by the Uniform Commercial Code in effect in New York State at that
time. In addition thereto the undersigned further agrees that (i) in the event
that notice is necessary under applicable law, written notice mailed to the
undersigned at the address given below three (3) business days prior to the date
of public sale of any of the Collateral subject to the security interest created
herein or prior to the date after which private sale or any other disposition of
said Collateral will be made shall constitute reasonable notice, but notice
given in any other reasonable manner or at any other time shall be sufficient;
(ii) in the event of sale or other disposition of any such Collateral, you may
apply the proceeds of any such sale or disposition to the satisfaction of your
reasonable attorneys' fees, legal expenses, and other costs and expenses
incurred in connection with your
NOT TO BE USED FOR
CONSUMER TRANSACTIONS CONTINUING GUARANTY
Citibank, N.A.
NEW YORK
Date June 4, 1997
I, for and in consideration of any existing indebtedness to you of
SMA Video, Inc.
--------------------------------------------------------------------------------
(Name and Address)
000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000
--------------------------------------------------------------------------------
(hereinafter called the "Borrower"), for the payment of which the undersigned is
now obligated to you, either as guarantor or otherwise, and/or in order to
induce you, in your discretion, at any time(s) hereafter, to make any loan(s) or
advance(s) or to extend credit in any other manner to, or at the request or for
the account of the Borrower, either with or without security, and/or to purchase
or discount any notes, bills receivable, drafts, acceptances, checks or other
instruments or evidences of indebtedness upon which the Borrower is or may
become liable as maker, endorser, acceptor, or otherwise, (all liabilities and
obligations of the Borrower to you, now or hereafter existing, being hereinafter
referred to as "Obligations"), the undersigned does hereby GUARANTEE the
punctual payment at maturity to you of each and all of the Obligations, together
with interest thereon and any and all expenses which may be incurred by you in
collecting all or any of the Obligations and/or in enforcing any rights
hereunder; provided,
however, that if and only if an amount of a designated currency is here
specified
-----------------------------------------------------------------------
--------------------------------------------------------------------------------
(indicate Amount and Country of which that Amount is Lawful Currency)
***** U.S. Dollars Unlimited *****
(U.S. $ Unlimited ),
------------------------------------------------------------------------------
then the liability of the undersigned hereunder shall not exceed at any one time
with respect to the aggregate principal amount of Obligations, and irrespective
of the currency(ies) in which the Obligations are payable, the amount of
currency here specified.
II. As implementing the foregoing, it is understood and agreed that (i)
the undersigned guarantees that the Obligations will be paid to you strictly in
accordance with the terms and provisions of any agreement(s), express or
implied, which has (have) been or may hereafter be made or entered into by the
Borrower in reference thereto, regardless of any law, regulation or decree, now
or hereafter in effect, which might in any manner affect any of the terms or
provisions of any such agreement(s) or your rights with respect thereto as
against the Borrower, or cause or permit to be invoked any alteration in the
time, amount or manner of payment by the Borrower of any of the Obligations, and
(ii) in each instance when the Borrower shall have agreed, relative to any one
or more of the Obligations, to pay or provide your Head Office or any of your
Branches or correspondents with any amount of money that is other than that
which is locally in common circulation at the time as currency in the place
where such agreement is made, and such amount is not actually paid or provided
as and when agreed or within such time as you may deem reasonable, the
undersigned will, upon request and as you may elect, either pay or provide the
amount in the exact currency and place as agreed by the Borrower or pay or
provide you in the City of New York with the equivalent of the amount in U.S.
dollars at your then prevailing rate for sales of the kind of currency
agreed to be paid or provided for transfer by cable to a place where it is
current.
III. As security for any and all liabilities of the undersigned to you,
not existing or hereafter arising hereunder, or otherwise, you are hereby given
the right to retain, and you are hereby given a lien upon and a security
interest in any and all moneys or other property (i.e., goods and merchandise,
as well as any and all documents relative thereto; also, funds, securities,
choices in action and any and all other forms of property whether real, personal
or mixed, and any right, title or interest of the undersigned therein or
thereto), and/or the proceeds thereof, which have/has been, or may hereafter be,
deposited or left with you (or with any third party acting on your behalf) by or
for the account or credit of the undersigned, including (without limitation of
the foregoing) that in safekeeping or in which the undersigned may have any
interest. All remittances and property shall be deemed left with you as soon as
put in transit to you by mail or carrier. In the event of the happening of any
one or more of the following, any one of which shall constitute an event of
default, to wit: (a) the non-payment of any of the Obligations; (b) the death,
failure in business, dissolution or termination of existence of the Borrower or
the undersigned; (c) any petition in bankruptcy being filed by or against the
Borrower or the undersigned, or any proceedings in bankruptcy, or under any laws
or regulations of any jurisdiction, relating to the relief of debtors, being
commenced for the relief or readjustment of any indebtedness of the Borrower or
the undersigned, either through reorganization, composition, extension or
otherwise; (d) the making by the Borrower or the undersigned of any assignment
for the benefit of creditors or the taking advantage by either of the same of
any insolvency law; (e) the appointment of a receiver of any property of the
Borrower or the undersigned; (f) any seizure, vesting or intervention by or
under authority of a government, by which the management of either the Borrower
or the undersigned is displaced or its authority in the conduct of its business
is curtailed; (g) the attachment or distraint of any funds or other property of
the Borrower or the undersigned which may be in, or come into, your possession
or under your control, or that of any third party acting for you, or of the same
becoming subject at any time to any mandatory order of court or other legal
process then, or at any time(s) after the happening of any such event of
default, any or all of the Obligations shall, at your option, become (for the
purposes of this guaranty) immediately due and payable by the undersigned,
without demand or notice. Furthermore, upon the occurrence of any such event of
default you shall have all of the rights and remedies provided to a secured
party by the Uniform Commercial Code in effect in New York State at that time,
and in addition thereto, the undersigned, further agrees that (1) in the event
that notice is necessary, written notice mailed to the undersigned at the
address given below three business days prior to the date of public sale of the
property subject to the lien and security interest created herein or prior to
the date after which private sale or any other disposition of said property will
be made shall constitute reasonable notice, but notice given in any other
reasonable manner or at any other reasonable time shall be sufficient, (2) in
the event of sale or other disposition of such property, you may apply the
proceeds of any such sale or disposition to the satisfaction of your reasonable
attorneys' fees, legal expenses and other costs and expenses incurred in
connection with your retaking, holding, preparing for sale, and selling of the
property, and (3) without precluding any other methods of sale, the sale of
property shall have been made in a commercially reasonable manner if conducted,
in conformity with reasonable commercial practices of banks disposing of similar
property, but in any event, you may sell at your option on such terms as you may
choose without assuming any credit risk and without any obligation to advertise.
IV. The undersigned hereby consents and agrees that you may at any
time, or from time to time, in your discretion: (1) extend or change the time of
payment, and/or the manner, place or terms of payment of all or any of the
Obligations; (2) exchange, release, and/or surrender all of any of the
collateral security, or any part(s), thereof, by whomsoever deposited, which is
now or may hereafter be held by you in connection with all or any of the
Obligations; (3) sell and/or purchase all or any such collateral at public or
private sale, or at any broker's board, and after deducting all costs and
expenses of every kind for collection, sale or delivery, the net proceeds of any
such sale(s) may be applied by you upon all or any of the Obligation(s), and (4)
settle or compromise with the Borrower, and/or any other person(s) liable
thereon, any and all of the Obligations, and/or subordinate the payment of same,
or any part(s) thereof, to the payment of any other debts or claims, which may
at any time(s) be due or owing to you and/or any other person(s) or
corporation(s); all in such manner and upon such terms as you may deem proper,
and without notice to or further assent from the undersigned, it being hereby
agreed that the undersigned shall be and remain bound upon this guaranty,
irrespective of the existence, value or condition of any collateral, and
notwithstanding any such change, exchange, settlement, compromise, surrender,
release, sale, application, renewal or extension, and notwithstanding also that
the Obligations may at time(s) exceed the aggregate principal sum hereinabove
prescribed and regardless of the validity, regularity or enforceability of any
of the Obligations or purported Obligations or existence of any other
circumstance which might otherwise constitute a defense available to the
Borrower or a discharge of the Borrower.
Ratifying Resolution Authorizing Corp. Continuing Guarantee
CORPORATE RESOLUTION
of
I, the undersigned, Secretary of SMA Real Time, Inc.
-------------------------------
(Exact Name of Corporation)
a corporation duly organized and existing under the laws of New York and
----------------
(Name of State where Incorp.)
having its principal place of business in New York, NY, hereby CERTIFY that
------------
(Name of City or Town & State)
the following is a true copy of a certain resolution duly adopted by the Board
of Directors of the said corporation in accordance with the By-Laws at, and
recorded
in the minutes of, a meeting of the said Board duly held on June 4 ,
-----------------
(Date of Meeting)
1997 , and not subsequently rescinded or modified:
"RESOLVED, that this Corporation guarantee the liabilities and obligations of
SMA Video, Inc.
to Citibank, N.A. up to the principal amount of: Unlimited U.S. Dollars
plus interest, in the manner set forth in that Bank's form of Continuing
Guaranty presented at this meeting, which is hereby approved, and that any one
of the officers of this Corporation is authorized on behalf thereof to complete,
execute and deliver the same to said Bank and to secure such guaranty by a
mortgage or pledge of or the creation of any security interest in all or any
part of the property of this Corporation or any interest therein wherever
situated, with such changes in the guaranty and documents creating the Security
interest as shall be acceptable to the officer, or person executing and
delivering the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
this Corporation this 4th day of June ,1997
------ ------- --
Secretary
----------------------------------
(Corporate Seal)
Banking Agreement BUSINESS & PROFESSIONAL
Corporation - General Resolution
Exact Name of Corporation: Principal Place of Business:
SMA REAL TIME, INC. Number & Street 100 6th Ave.
City New York
State, Zip Code NY
Resolved:
1. The Citibank, NA (hereinafter called the "Bank") ______________________
Should the board of Directors desire that the authority conferred be
restricted to one or more particular places of business of the Bank,
please specify here.
be and hereby is designated a depository of the funds of this
Corporation, and
President, Treasurer/Secretary
If officer(s), designate office(s) only, for example: President,
Treasurer, etc. if person(s) other than officer(s), insert name(s).
Singly
If two or more are designated, indicate whether they are to sign singly,
any two, jointly or otherwise.
is/are hereby authorized (i) to sign, for and on behalf of this
Corporation, any and all checks, draft or other orders with respect to
any funds at any time(s) to the credit of this Corporation with the Bank
and/or against any account(s) of this Corporation maintained at any
time(s) with the Bank, inclusive of any and all checks and orders
accessing an overdraft line of credit and inclusive of any such checks,
drafts or other orders in favor of any of the above-designated
officer(s) and/or other person(s), and/or (ii) to make withdrawals at
any time(s) of any such funds or from any such account(s) by any other
means authorized by the Bank, including (without limitation) a debit
card, a credit card, a terminal or other device or facility providing
access to any such funds or account(s), and that the Bank be and hereby
is authorized (a) to pay such checks, drafts or orders, and/or to honor
such withdrawals, by debiting any account(s) of this Corporation then
maintained with it; (b) to receive for deposit to the credit of this
Corporation, and/or for collection for the account of this Corporation,
any and all checks, drafts, notes or other instruments for the payment
of money, whether or not endorsed by this Corporation, which may be
submitted to it for such deposit and/or collection, it being understood
that each such item shall be deemed to have been unqualifiedly endorsed
by this Corporation; and (c) to receive, as the act of this Corporation,
any and all stop-payment instructions (inclusive of any relative
agreement) with respect to any such checks, drafts or other orders as
aforesaid and reconcilement(s) of account when signed by any one or more
of the officer(s) and/or other person(s) as hereinbefore designated.
2. That President, Treasurer/Secretary
If officer(s), designate office(s) only, for example: President,
Treasurer, etc. if person(s) other than officer(s), insert name(s).
Singly
If two or more are designated, indicate whether they are to sign singly,
any two, jointly or otherwise.
is/are hereby authorized, for and on behalf of this Corporation, to
transact any and all other business with or through the Bank which at
time(s) may be deemed by the said officer(s) and/or other person(s)
transacting the same to be advisable, including, without limiting the
generality of the foregoing, authority to: (a) discount and/or negotiate
notes, drafts and other commercial paper, (b) apply for letters or
other forms of credit; (c) borrow money, with or without security; (d)
assign, transfer, pledge or otherwise hypothecate any property of the
Corporation; (e) purchase, exchange, sell, or otherwise deal in or with
any stocks, bonds and other securities; (f) execute and deliver
agreements for authorized and computer services; (g) execute and deliver
electronic account access agreements, which may establish special
authorizations and limitations, pertaining to the accounts to be
accessed pursuant thereto, different from the authorizations and
limitations herein elsewhere contained, and to change such special
authorizations and limitations from time to time; and (h) in reference
to any of the business or transactions hereinbefore in this subdivision
"2" referred to, make, enter into, execute and deliver to the Bank such
negotiable or non-negotiable instruments, indemnity and other
agreements, obligations, assignments, endorsements, hypothecations,
pledges, receipts and/or other documents as may be deemed by the
officer(s) and/or other person(s) so acting to be necessary or
desirable.
3. That any and all withdrawals of money and/or other transactions
heretofore had in behalf of this Corporation with the Bank are hereby
ratified, confirmed and approved, and that the Bank (and any interested
third party) may rely upon the authority conferred by this entire
resolution unless, and except to the extent that this resolution shall
be revoked or modified by a subsequent resolution of this Board, and
until a certified copy of such subsequent resolution has been received
by the Bank and the Bank has had a reasonable opportunity to act
thereon.
4. That the Bank is further authorized to pay to the debit of any
account(s) of this Corporation, any and all checks, drafts and other
instruments for the payment of money drawn in the name of this
Corporation bearing or purporting to bear the facsimile signature(s) of
President, Treasurer/Secretary
(If officer(s), designate office(s) only, for example: President,
Treasurer, etc. if person(s) other than officer(s), insert name(s).)
Singly
(If two or more are designated, indicate whether they are to sign
singly, any two, jointly or otherwise.)
inclusive of any in few of any person(s) whose facsimile signature(s)
appear(s) thereon, if the facsimile signature(s) thereon, regardless of
by whom or what means affixed, resemble(s) the specimen(s) thereof filed
with the Bank.
5. That this corporation has filed a Certificate of Assumed Name with the
Secretary of State of New York in accordance with Section 130 of the
General Business Law and has received permission to use an assumed name
or trade style which is:
------------------------------------------------------------------------
I, the undersigned, Secretary of the above-named corporation, which is duly
organized and existing under the Laws of New York. (Name of state where
incorporated) and having its principal piece of business at the above named
address, hereby CERTIFY that the above is a true copy of a certain resolution
duly adopted by the Board of Directors of the said corporation in accordance
with the By-Laws at, and recorded in the minutes of a meeting of the said Board
duly held on 3/28, 1994, and not subsequently rescinded or modified.
I FURTHER CERTIFY that the following now occupy(ies) the respective office(s)
designated in the above-quoted resolution and that the same is (are) duty
qualified a such officer(s) and that the specimen(s) of the facsimile
signature(s) on the reverse side is (are) that (those) referred to in the
above-quoted resolution:
Please Complete Reverse Side.
CITIBANK
CONSENT OF STOCKHOLDERS
of
SMA Real Time Inc.
-----------------------
WE, the undersigned, Stockholders of the above Corporation, each holding the
number of shares of its capital stock set forth after our respective names and
together holding the entire number of shares outstanding of the capital stock of
this Corporation entitled to vote thereon, do hereby consent in writing that
this Corporation guarantee the liabilities and obligations of SMA Video, Inc.
000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 to Citibank, NA.
--------------------------------------------------------
to the extent of Unlimited U.S. Dollars _______________________________________,
plus interest, in the manner set forth in the Agreement of Guaranty which we
have examined and which Agreement is approved, and that any Officer of this
Corporation is authorized and directed to execute in the name of and on behalf
thereof the said Agreement of Guaranty and present the same to the Bank, and we
further consent that the said Corporation, by any Officer thereof, be and he
hereby is authorized on behalf thereof to secure such guaranty by a mortgage or
pledge of or the creation of a security interest in all or any part of the
property of this Corporation or any interest therein wherever situated.
NAME OF STOCKHOLDERS NO. OF SHARES HELD
-------------------- ------------------
Signature 50%
---------------------- ------------
Signature 50%
---------------------- ------------
Signature
---------------------- ------------
Signature
---------------------- ------------
Page 1 of 2
GENERAL SECURITY AGREEMENT
Citibank, N.A.
000 XXXXX XXXXXX
XXXXXXX, XXX XXXX 00000
GENTLEMEN:
1. From time to time the undersigned expects to become or has become
indebted or otherwise obligated or liable to you in connection with letter of
credit acceptance transactions, trust receipt transactions, or other loan or
financial accommodations (such indebtedness, obligations and liabilities being
hereinafter referred to as the "Obligation(s)"). In consideration of the
Obligations, the undersigned agrees that, in order to provide you with security
for payment and performance of all (the Obligations, you shall have a security
interest in all of the personal property and fixtures of the undersigned, now or
hereafter existing or acquired, of any type or description, including but not
limited to all of the inventory of the undersigned wherever located, whether
raw, in process or finished; all materials or equipment usable in processing the
same; a documents of title covering any inventory; all equipment, furniture,
trade fixtures and furnishings employed in the operation of the undersigned's
business; all of the undersigned's contract rights, accounts receivable, general
intangibles, instruments, investment securities, chattel paper, notes, drafts,
acceptances, and all bank balances of the undersigned with you or other claims
of the undersigned against you and the proceeds and products of each of the
foregoing in any form whatsoever (all of the foregoing being hereinafter
referred to collectively as the "Collateral"). The undersigned agrees that
should the aggregate market value of the Collateral at any time suffer any
decline in value or should any property be deemed by you to be unsatisfactory or
inadequate, or should such property fail to conform to legal requirements, the
undersigned will upon request deliver to you additional Collateral or will make
one or more payments on account of the Obligations to your satisfaction. To the
extent that the aforesaid Collateral may consist of capital stock, it is further
agreed that, in event of any new or additional certificate(s) of stock being
issued (as stock dividends or otherwise) relative to any such capital stock,
held at the time as Collateral hereunder, such certificate(s) shall be deemed an
increment to the stock so held and under pledge to you and that therefore, such
certificate(s) will-to the extent received by or placed under the control of the
undersigned-be held or controlled in trust for you and will be promptly
delivered to you (in form, for transfer) to be held hereunder if you so request.
2. You shall have no duty of care with respect to the Collateral,
except that you shall exercise reasonable care with respect to Collateral in
your custody, but shall be deemed to have exercised reasonable care if such
property is accorded treatment substantially equal to that which you accord your
own property, or if you take such action with respect to the Collateral as the
undersigned shall request in writing, but no failure to comply with any such
request nor any omission to do any such act requested by the undersigned shall
be deemed a failure to exercise reasonable care, nor shall your failure to take
steps to preserve rights against any parties or property be deemed a failure to
have exercised reasonable care with respect to Collateral in your custody.
3. In addition to the rights and security interest elsewhere herein set
forth, you may, at your option at any time(s) and with or without notice to the
undersigned, appropriate and apply to the payment or reduction, either in whole
or in part, of the amount owing on any one or more of the Obligations, whether
or not then due, any an all moneys now or hereafter with you, on deposit or
otherwise, to the credit of or belonging to the undersigned, it being understood
and agreed that you shall not be obligated to assert or enforce any rights or
security interest hereunder or to take any action in reference thereto, and that
you may in your discretion at any time(s) relinquish your right as to particular
Collateral hereunder without thereby affecting or invalidating your rights
hereunder as to all or any other Collateral hereinbefore referred to.
4. The undersigned further agrees and covenants, (a) that, if you so
demand in writing at any time, all proceeds shall be delivered to you promptly
upon their receipt in a form satisfactory to you; (b) that, if you so demand in
writing at any time, all chattel paper, instruments, and documents shall be
delivered to you at the time and place and in the manner in which specified by
your demand; (c) to execute and deliver, upon request, any notice, statement,
instrument, document, agreement or other papers and/or to perform any act
requested by you which may be necessary to create, perfect, preserve, validate
or otherwise protect any security interest granted pursuant hereto or to enable
you to exercise and enforce your rights hereunder or with respect to such
security interest; (d) that during the period that any Obligation is
outstanding, the undersigned with not, without obtaining your prior written
approval, create, incur, assume, or suffer to exist any security agreement
subject to the Uniform Commercial Code or any similar law of any jurisdiction,
except as herein provided, and the undersigned will not sign or file or
authorize the signing or filing of a financing statement under the said Uniform
Commercial Code of any jurisdiction with respect to the Collateral or any
portion thereof, except as herein provided. The undersigned further agrees to
provide you with such information as you may from time to time request with
respect to the location of any of its places of business. In addition, you will
be notified promptly in writing of any change in location of any office where
records concerning any of the accounts that constitute a portion of the
Collateral are maintained or of a change in location of the undersigned'
principal place of business.
5. In the event of the happening of any one or more of the following
events of default, to wit: (a) the non-payment of any of the Obligations; (b)
the failure of the undersigned forthwith, with or without notice, to furnish
satisfactory additional collateral, or to make payments on account as may be
agreed in any of the Obligations or herein; (c) the death, failure in business,
dissolution or termination of existence of the undersigned, (d) any petition in
bankruptcy being filed by or against the undersigned any endorser or guarantor
of any obligation, or any proceedings in bankruptcy, or under any Acts of
Congress relating to the relief of debtors, being commenced for the relief or
readjustment of any indebtedness of the undersigned or any endorser or guarantor
of any Obligation, either through reorganization, composition, extension or
otherwise (e) the making by the undersigned or any endorser or guarantor of any
Obligation of an assignment for the benefit of creditors or for taking advantage
by any of the same as any insolvency law; (f) any seizure, vesting or
intervention by or under authority of a government, by which the management of
the undersigned, and or any endorser a guarantor of an Obligation, is displaced
or its authority in the conduct of its business is curtailed; (g) the
appointment of any receiver of any property of the undersigned, or of any
endorser or guarantor of any Obligation; (h) the attachment or distraint of any
of the Collateral or of the same becoming subject at any time to any mandatory
court order or other legal process (i) the failure of the undersigned to perform
any of its duties as specified either in this agreement or in any other
agreement(s) with respect to the Obligations: then or at any time after the
happening of such event of default, or at any time thereafter, any or all of the
Obligations then existing shall become immediately due and payable forthwith
upon declarations to such effect delivered by you to the undersigned without any
other presentment, demand, protest, or notice of any kind, without further
demand or notice to the undersigned. Furthermore, upon the occurrence of any
such event of default, your obligation(s) to make further loans or extensions of
credit or other financial accommodations to the undersigned shall thereupon be
terminated and you shall also have all of the rights and remedies provided to a
secured party by the Uniform Commercial Code in effect in New York State at that
time. In addition thereto the undersigned further agrees that (i) in the event
that notice is necessary under applicable law, written notice mailed to the
undersigned at the address given below three (3) business days prior to the date
of public sale of any of the Collateral subject to the security interest created
herein or prior to the date after which private sale or any other disposition of
said Collateral will be made shall constitute reasonable notice, but notice
given in any other reasonable manner or at any other time shall be sufficient;
(ii) in the event of sale or other disposition of any such Collateral, you may
apply the proceeds of any such sale or disposition to the satisfaction of your
reasonable attorneys' fees, legal expenses, and other costs and expenses
incurred in connection with your
NOT TO BE USED FOR
CONSUMER TRANSACTIONS CONTINUING GUARANTY
Citibank, N.A.
NEW YORK
Date June 4, 1997
I, for and in consideration of any existing indebtedness to you of
SMA Video, Inc.
--------------------------------------------------------------------------------
(Name and Address)
000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000
--------------------------------------------------------------------------------
(hereinafter called the "Borrower"), for the payment of which the undersigned is
now obligated to you, either as guarantor or otherwise, and/or in order to
induce you, in your discretion, at any time(s) hereafter, to make any loan(s) or
advance(s) or to extend credit in any other manner to, or at the request or for
the account of the Borrower, either with or without security, and/or to purchase
or discount any notes, bills receivable, drafts, acceptances, checks or other
instruments or evidences of indebtedness upon which the Borrower is or may
become liable as maker, endorser, acceptor, or otherwise, (all liabilities and
obligations of the Borrower to you, now or hereafter existing, being hereinafter
referred to as "Obligations"), the undersigned does hereby GUARANTEE the
punctual payment at maturity to you of each and all of the Obligations, together
with interest thereon and any and all expenses which may be incurred by you in
collecting all or any of the Obligations and/or in enforcing any rights
hereunder; provided,
however, that if and only if an amount of a designated currency is here
specified
-----------------------------------------------------------------------
--------------------------------------------------------------------------------
(indicate Amount and Country of which that Amount is Lawful Currency)
***** U.S. Dollars Unlimited *****
(U.S. $ Unlimited ).
------------------------------------------------------------------------------
then the liability of the undersigned hereunder shall not exceed at any one time
with respect to the aggregate principal amount of Obligations, and irrespective
of the currency(ies) in which the Obligations are payable, the amount of
currency here specified.
II. As implementing the foregoing, it is understood and agreed that (i)
the undersigned guarantees that the Obligations will be paid to you strictly in
accordance with the terms and provisions of any agreement(s), express or
implied, which has (have) been or may hereafter be made or entered into by the
Borrower in reference thereto, regardless of any law, regulation or decree, now
or hereafter in effect, which might in any manner affect any of the terms or
provisions of any such agreement(s) or your rights with respect thereto as
against the Borrower, or cause or permit to be invoked any alteration in the
time, amount or manner of payment by the Borrower of any of the Obligations, and
(ii) in each instance when the Borrower shall have agreed, relative to any one
or more of the Obligations, to pay or provide your Head Office or any of your
Branches or correspondents with any amount of money that is other than that
which is locally in common circulation at the time as currency in the place
where such agreement is made, and such amount is not actually paid or provided
as and when agreed or within such time as you may deem reasonable, the
undersigned will, upon request and as you may elect, either pay or provide the
amount in the exact currency and place as agreed by the Borrower or pay or
provide you in the City of New York with the equivalent of the amount in U.S.
dollars at your then prevailing rate for sales of the kind of currency agreed to
be paid or provided for transfer by cable to a place where it is current.
III. As security for any and all liabilities of the undersigned to you,
not existing or hereafter arising hereunder, or otherwise, you are hereby given
the right to retain, and you are hereby given a lien upon and a security
interest in any and all moneys or other property (i.e., goods and merchandise,
as well as any and all documents relative thereto; also, funds, securities,
choices in action and any and all other forms of property whether real, personal
or mixed, and any right, title or interest of the undersigned therein or
thereto), and/or the proceeds thereof, which have/has been, or may hereafter be,
deposited or left with you (or with any third party acting on your behalf) by or
for the account or credit of the undersigned, including (without limitation of
the foregoing) that in safekeeping or in which the undersigned may have any
interest. All remittances and property shall be deemed left with you as soon as
put in transit to you by mail or carrier. In the event of the happening of any
one or more of the following, any one of which shall constitute an event of
default, to wit: (a) the non-payment of any of the Obligations; (b) the death,
failure in business, dissolution or termination of existence of the Borrower or
the undersigned; (c) any petition in bankruptcy being filed by or against the
Borrower or the undersigned, or any proceedings in bankruptcy, or under any laws
or regulations of any jurisdiction, relating to the relief of debtors, being
commenced for the relief or readjustment of any indebtedness of the Borrower or
the undersigned, either through reorganization, composition, extension or
otherwise; (d) the making by the Borrower or the undersigned of any assignment
for the benefit of creditors or the taking advantage by either of the same of
any insolvency law; (e) the appointment of a receiver of any property of the
Borrower or the undersigned; (f) any seizure, vesting or intervention by or
under authority of a government, by which the management of either the Borrower
or the undersigned is displaced or its authority in the conduct of its business
is curtailed; (g) the attachment or distraint of any funds or other property of
the Borrower or the undersigned which may be in, or come into, your possession
or under your control, or that of any third party acting for you, or of the same
becoming subject at any time to any mandatory order of court or other legal
process then, or at any time(s) after the happening of any such event of
default, any or all of the Obligations shall, at your option, become (for the
purposes of this guaranty) immediately due and payable by the undersigned,
without demand or notice. Furthermore, upon the occurrence of any such event of
default you shall have all of the rights and remedies provided to a secured
party by the Uniform Commercial Code in effect in New York State at that time,
and in addition thereto, the undersigned, further agrees that (1) in the event
that notice is necessary, written notice mailed to the undersigned at the
address given below three business days prior to the date of public sale of the
property subject to the lien and security interest created herein or prior to
the date after which private sale or any other disposition of said property will
be made shall constitute reasonable notice, but notice given in any other
reasonable manner or at any other reasonable time shall be sufficient, (2) in
the event of sale or other disposition of such property, you may apply the
proceeds of any such sale or disposition to the satisfaction of your reasonable
attorneys' fees, legal expenses and other costs and expenses incurred in
connection with your retaking, holding, preparing for sale, and selling of the
property, and (3) without precluding any other methods of sale, the sale of
property shall have been made in a commercially reasonable manner if conducted
in conformity with reasonable commercial practices of banks disposing of similar
property, but in any event, you may sell at your option on such terms as you may
choose without assuming any credit risk and without any obligation to advertise.
IV. The undersigned hereby consents and agrees that you may at any
time, or from time to time, in your discretion: (1) extend or change the time of
payment, and/or the manner, place or terms of payment of all or any of the
Obligations; (2) exchange, release, and/or surrender all or any of the
collateral security, or any part(s), thereof, by whomsoever deposited, which is
now or may hereafter be held by you in connection with all or any of the
Obligations; (3) sell and/or purchase all or any such collateral at public or
private sale, or at any broker's board, and after deducting all costs and
expenses of every kind for collection, sale or delivery, the net proceeds of any
such sale(s) may be applied by you upon all or any of the Obligation(s), and (4)
settle or compromise with the Borrower, and/or any other person(s) liable
thereon, any and all of the Obligations, and/or subordinate the payment of same,
or any part(s) thereof, to the payment of any other debts or claims, which may
at any time(s) be due or owing to you and/or any other person(s) or
corporation(s); all in such manner and upon such terms as you may deem proper,
and without notice to or further assent from the undersigned, it being hereby
agreed that the undersigned shall be and remain bound upon this guaranty,
irrespective of the existence, value or condition of any collateral, and
notwithstanding any such change, exchange, settlement, compromise, surrender,
release, sale, application, renewal or extension, and notwithstanding also that
the Obligations may at time(s) exceed the aggregate principal sum hereinabove
prescribed and regardless of the validity, regularity or enforceability of any
of the Obligations or purported Obligations or existence of any other
circumstance which might otherwise constitute a defense available to the
Borrower or a discharge of the Borrower.
Ratifying Resolution Authorizing Corp. Continuing Guarantee
CORPORATE RESOLUTION
of
I, the undersigned, Secretary of SMA Visual Effects Corp.
-------------------------------
(Exact Name of Corporation)
a corporation duly organized and existing under the laws of New York and
----------------
(Name of State where Incorp.)
having its principal place of business in New York, NY, hereby CERTIFY that
------------
(Name of City or Town & State)
the following is a true copy of a certain resolution duly adopted by the Board
of Directors of the said corporation in accordance with the By-Laws at, and
recorded
in the minutes of, a meeting of the said Board duly held on June 4 ,
-----------------
(Date of Meeting)
1997 , and not subsequently rescinded or modified:
"RESOLVED, that this Corporation guarantee the liabilities and obligations of
SMA Video, Inc.
to Citibank, N.A. up to the principal amount of: Unlimited U.S. Dollars
plus interest, in the manner set forth in that Bank's form of Continuing
Guaranty presented at this meeting, which is hereby approved, and that any one
of the officers of this Corporation is authorized on behalf thereof to complete,
execute and deliver the same to said Bank and to secure such guaranty by a
mortgage or pledge of or the creation of any security interest in all or any
part of the property of this Corporation or any interest therein wherever
situated, with such changes in the guaranty and documents creating the Security
interest as shall be acceptable to the officer, or person executing and
delivering the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
this Corporation this 4th day of June ,1997
------ ------- --
Secretary
----------------------------------
(Corporate Seal)
Banking Agreement BUSINESS & PROFESSIONAL
Corporation - General Resolution
Exact Name of Corporation: Principal Place of Business:
SMA Visual Effects Corp. Number & Street 100 6th Ave.
City New York
State, Zip Code NY
Resolved:
1. The Citibank, N.A. (hereinafter called the "Bank") ---------------------
Should the Board of Directors desire that the authority conferred be
restricted to one or more particular places of business of the Bank,
please specify here.
be and hereby is designated a depository of the funds of this
Corporation, and
President, Treasurer/Secretary
If officer(s), designate office(s) only, for example: President,
Treasurer, etc: if person(s) other than officer(s), insert name(s).
Singly
If two or more are designated, indicate whether they are to sign singly,
any two, jointly or otherwise.
is/are hereby authorized (i) to sign, for and on behalf of this
Corporation, any and all checks, drafts or other orders with respect to
any funds at any time(s) to the credit of this Corporation with the Bank
and/or against any account(s) of this Corporation maintained at any
time(s) with the Bank, inclusive of any and all checks and orders
accessing an overdraft line of credit and inclusive of any such checks,
drafts or other orders in favor of any of the above-designated
officer(s) and/or other person(s), and/or (ii) to make withdrawals at
any time(s) of any such funds or from any such account(s) by any other
means authorized by the Bank, including (without limitation) a debit
card, a credit card, a terminal or other device or facility providing
access to any such funds or account(s), and that the Bank be and hereby
is authorized (a) to pay such checks, drafts or orders, and/or to honor
such withdrawals, by debiting any account(s) of this Corporation then
maintained with it; (b) to receive for deposit to the credit of this
Corporation, and/or for collection for the account of this Corporation,
any and all checks, drafts, notes or other instruments for the payment
of money, whether or not endorsed by this Corporation, which may be
submitted to it for such deposit and/or collection, it being understood
that each such item shall be deemed to have been unqualifiedly endorsed
by this Corporation; and (c) to receive, as the act of this Corporation,
any and all stop-payment instructions (inclusive of any relative
agreement) with respect to any such checks, drafts or other orders as
aforesaid and reconcilement(s) of account when signed by any one or more
of the officer(s) and/or other person(s) as hereinbefore designated.
2. That President, Treasurer/Secretary
If officer(s), designate office(s) only, for example: President,
Treasurer, etc.: if person(s) other than officer(s), insert name(s).
Singly
If two or more are designated, indicate whether they are to sign singly,
any two, jointly or otherwise.
is/are hereby authorized, for and on behalf of this Corporation, to
transact any and all other business with or through the Bank which at
time(s) may be deemed by the said officer(s) and/or other person(s)
transacting the same to be advisable, including, without limiting the
generality of the foregoing, authority to: (a) discount and/or negotiate
notes, drafts and other commercial paper, (b) apply for letters or
other forms of credit; (c) borrow money, with or without security; (d)
assign, transfer, pledge or otherwise hypothecate any property of the
Corporation; (e) purchase, exchange, sell, or otherwise deal in or with
any stocks, bonds and other securities; (f) execute and deliver
agreements for automated and computer services; (g) execute and deliver
electronic account access agreements, which may establish special
authorizations and limitations, pertaining to the accounts to be
accessed pursuant thereto, different from the authorizations and
limitations herein elsewhere contained, and to change such special
authorizations and limitations from time to time; and (h) in reference
to any of the business or transactions hereinbefore in this subdivision
"2" referred to, make, enter into, execute and deliver to the Bank such
negotiable or non-negotiable instruments, indemnity and other
agreements, obligations, assignments, endorsements, hypothecations,
pledges, receipts and/or other document as may be deemed by the
officer(s) and/or other person(s) so acting to be necessary or
desirable.
3. That any and all withdrawals of money and/or other transactions
heretofore had in behalf of this Corporation with the Bank are hereby
ratified, confirmed and approved, and that the Bank (and any interested
third party) may rely upon the authority conferred by this entire
resolution unless, and except to the extent that, this resolution shall
be revoked or modified by a subsequent resolution of this Board, and
until a certified copy of such subsequent resolution has been received
by the Bank and the Bank has had a reasonable opportunity to act
thereon.
4. That the Bank is further authorized to pay to the debit of any
account(s) of this Corporation, any and all checks, drafts and other
instruments for the payment of money drawn in the name of this
Corporation bearing or purporting to bear the facsimile signature(s) of
President, Treasurer/Secretary
If officer(s), designate office(s) only, for example: President,
Treasurer, etc. if person(s) other than officer(s), insert name(s).
---------------------------
If two or more are designated, indicate whether they are to sign singly,
any two, jointly or otherwise.
inclusive of any in favor of any person(s) whose facsimile signature(s)
appear(s) thereon, if the facsimile signature(s) thereon, regardless of
by whom or what means affixed, resemble(s) the specimen(s) thereof filed
with the Bank.
5. That this corporation has filed a Certificate of Assumed Name with the
Secretary of State of New York in accordance with Section 130 of the
General Business Law and has received permission to use an assumed name
or trade style which is:
------------------------------------------------------------------------
I, the undersigned, Secretary of the above-named corporation, which is duly
organized and existing under the laws of New York. (Name of state where
incorporated) and having its principal place of business at the above named
address, hereby CERTIFY that the above is a true copy of a certain resolution
duty adopted by the Board of Directors of the said corporation in accordance
with the By-Laws at, and recorded in the minutes of, a meeting of the said Board
duty held on 3/28, 1994, and not subsequently rescinded or modified.
I, FURTHER CERTIFY that the following now occupy(ies) the respective office(s)
designated in the above-quoted resolution and that the same is (are) duly
qualified as such officer(s) and that the specimen(s) of the facsimile
signature(s) on the reverse side is (are) that (those) referred to in the
above-quoted resolution:
Please Complete Reverse Side.
CITIBANK
CONSENT OF STOCKHOLDERS
of
SMA Visual Effects Corp.
-----------------------------
WE, the undersigned, Stockholders of the above Corporation, each holding the
number of shares of its capital stock set forth after our respective names and
together holding the entire number of shares outstanding of the capital stock of
this Corporation entitled to vote thereon, do hereby consent in writing that
this Corporation guarantee the liabilities and obligations of SMA Video, Inc.
000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 to Citibank, N.A.
--------------------------------------------------------
to the extent of Unlimited U.S. Dollars,
plus interest, in the manner set forth in the Agreement of Guaranty which we
have examined and which Agreement is approved, and that any Officer of this
Corporation is authorized and directed to execute in the name of and on behalf
thereof the said Agreement of Guaranty and present the same to the Bank, and we
further consent that the said Corporation, by any Officer thereof, be and he
hereby is authorized on behalf thereof to secure such guaranty by a mortgage or
pledge of or the creation of a security interest in all or any part of the
property of this Corporation or any interest therein wherever situated.
NAME OF STOCKHOLDERS NO. OF SHARES HELD
-------------------- ------------------
Signature 50%
---------------------- ------------
Signature 50%
---------------------- ------------
Signature
---------------------- ------------
Signature
---------------------- ------------
Page 1 of 2
