Exhibit 10.54
FIRST AMENDMENT TO LOAN AND SECURITY
AGREEMENT AND RELATED DOCUMENTS
This First Amendment to Loan and Security Agreement and Related Documents
("Amendment") of August 15, 2001, by and among DELTA COMPUTEC INC., a New York
corporation, having its principal place of business located at 000 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Borrower"), NQL INC., a Delaware
corporation, having an address at 0 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxx
Xxxxx, Xxxxxxxxxx 00000 ("Guarantor", together with Borrower, being hereinafter
sometimes collectively referred to as the "Obligors"), and KELTIC FINANCIAL
PARTNERS, LP, having offices at 000 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx X-000, Xxx, Xxx
Xxxx 00000 ("Lender").
RECITALS:
A. Borrower and Guarantor have executed and delivered to Lender and/or one
or more of its predecessors in interest, one or more promissory notes, letter
agreements, loan agreements, security agreements, pledge agreements, collateral
assignments and other agreements, instruments, certificates and documents, some
or all of which are described on attached Exhibit A, which is annexed hereto and
made a part hereof (collectively, as amended from time to time, the "Loan
Documents"), and which evidence or secure some or all of the Borrower's
obligations to Lender for one or more loans or other extensions of credit (the
"Obligations").
B. The Borrower and the Lender desire to amend the Loan Documents as
provided for in this Amendment.
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed as follows:
1. Reaffirmation of Recitals. The Obligors and the Lender hereby acknowledge
and agree that the recitations contained in the recitals noted above, together
with the information set forth on the Exhibits attached hereto are true and
complete, and that all such recitations and information are deemed incorporated
into this Amendment by reference as if set forth herein at length.
2. Definitions.
Unless otherwise defined herein, all capitalized terms used herein
shall have the meaning set forth in the Loan Documents.
3. Ratification of Existing Agreements.
(a) Obligors acknowledge that all of the Obligations to the Lender as
evidenced by or otherwise arising under the Loan Documents, except as otherwise
expressly modified in this
Amendment upon the terms set forth herein and therein, are, by Obligors'
execution of this Amendment, ratified and confirmed in all respects and without
condition. The Obligors unconditionally acknowledge and agree and confirm that
they are absolutely liable and indebted to the Lender for all indebtedness
evidenced by the Loan Documents. Each of the Obligors acknowledges that all of
the Obligations are joint and several. In addition, by Obligors' execution of
this Amendment, Obligors represent and warrant that no counterclaim, right of
set-off, recoupment or defense of any kind exists or is outstanding with respect
to the Obligations. As of August 13, 2001, there remains due under the Credit
Facility, the principal sum of $848,298.14, together with accrued and unpaid
interest.
(b) Obligors acknowledge that (i) the Collateral securing the Obligations
constitutes a valid lien and security interest therein; (ii) each of the
Obligors shall take no action to impair or invalidate the security interests and
liens granted by said Obligor to the Lender; and (iii) all such security
interests and liens shall continue unimpaired and in full force and effect and
shall cover and secure all of the Obligations.
4. Representations and Warranties.
The Obligors, as applicable, represent and warrant that:
(a) Obligors are justly indebted to the Lender as set forth in
Paragraph 3 hereof.
(b) The Obligors expressly acknowledge that each of the instruments
and agreements, to which they are a party, evidencing, governing and/or securing
the Obligations are good, valid, enforceable, and supported by appropriate
consideration, which shall remain in full force and effect until paid in full in
accordance with the terms of each such Obligation, as modified herein.
(c) All of their respective representations and warranties in the Loan
Documents to which each of the Obligors is a party are, except as may otherwise
be stated in Section 4(d) below or elsewhere in this Amendment, (i) true and
correct as of the date hereof, (ii) ratified and confirmed without condition as
if made anew; and (iii) incorporated into this Amendment by reference.
(d) No default or Event of Default or event which, with the passage of
time or the giving of notice or both, would constitute an Event of Default,
exists under any Loan Document which will not be cured by the execution and
effectiveness of this Amendment; except that the Obligors are in default under
the Loan Documents due to the Material Adverse Effect in the Guarantor's
financial condition.
(e) No consent, approval, order or authorization of, or registration
or filing with, any third party is required in connection with the execution,
delivery and carrying out of this Amendment or, if required, has been obtained.
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(f) This Amendment has been duly authorized, executed and delivered so
that it constitutes the legal, valid and binding obligation of the Obligors,
enforceable in accordance with its terms.
5. Modifications: (a) Any and all references to any Loan Document in any other
Loan Document shall be deemed to refer to such Loan Document as amended by this
Amendment. This Amendment is deemed incorporated into each of the Loan
Documents. To the extent that any term or provision of this Amendment is or may
be inconsistent with any term or provision in any Loan Document, the terms and
provisions of this Amendment shall control.
(b) The Loan and Security Agreement and the Subordination Agreement are
hereby modified to provide that, from and after the date of this Amendment,
until full and final payment and performance of the Obligations, Borrower shall
not make any payments, directly or indirectly, to or for the benefit of
Guarantor, whether by way of dividend or any other distribution or transfer of
any kind, including without limitation, payments relating to Guarantor's payroll
and other operating expenses, except as set forth in the following sentence or
as otherwise consented to in writing by Lender, which consent may be withheld in
Lender's sole and absolute discretion. Notwithstanding the aforesaid
prohibition, Borrower shall, for a period of no more than ninety (90) days, be
authorized to fund and/or pay Guarantor's payroll expenses in an amount not to
exceed $42,000.00 per month relating to the following employees of Guarantor,
who are also performing services for the benefit of Borrower: Xxxxx Xxxxxxx,
Xxxx Xxxx, Xxxxxxxxxxx Xxxxxx, Xxxxxxx Xx and Xxxxxxx Xxxxxxxx.
(c) Expect as amended hereby, the terms and provisions of the Loan
Documents remain unchanged, are and shall remain in full force and effect unless
and until modified or amended in writing in accordance with their terms, and are
hereby ratified and confirmed. Except as expressly provided herein, this
Amendment shall not constitute an amendment, waiver, consent or release with
respect to any provision of any Loan Document, a waiver of any default or Event
of Default under any Loan Document, or a waiver or release of any of the
Lender's rights and remedies (all of which are hereby reserved).
6. Conditions: Lender's execution and delivery of this Amendment shall be
subject to the satisfaction of the following conditions:
(a) On the execution of this Amendment, Borrower shall pay to the Lender
all costs and expenses incurred by the Lender to the date hereof, including,
without limitation, legal fees and costs.
(b) On or before the execution of this Amendment, the Obligors shall
execute and/or deliver or cause to be executed and/or delivered to the Lender
any additional documentation or information as shall be reasonably requested by
the Lender.
7. Release of Lender. By execution of this Amendment, each of the Obligors, for
themselves and their heirs, executors, personal representatives, successors and
assigns,
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jointly and severally hereby acknowledge and confirm that they do not have any
offsets, defenses, rights of recoupment or claims of any kind or nature against
the Lender or any of its officers, agents, directors or employees, whether
asserted or unasserted arising from or in any way relating to the Loan
Documents, this Amendment, the Obligations and the transactions contemplated
thereby or hereby. To the extent that they may have such offsets, defenses,
rights of recoupment or claims, each of the Obligors and each of their
respective successors, assigns, parents, subsidiaries, affiliates, predecessors,
employees, agents, heirs, executors, and personal representatives, as
applicable, jointly and severally, release and forever discharge the Lender, its
subsidiaries, affiliates, officers, directors, shareholders, employees, agents,
attorneys, successors and assigns, both present and former (collectively the
"Lender Affiliates"), of and from any and all manner of action and actions,
cause and causes of action, suits, debts, controversies, damages, judgments,
executions, claims and demands whatsoever, asserted or unasserted, in law or in
equity which against the Lender and/or the Lender Affiliates they ever had, now
have or which any of the Obligors' successors, assigns, parents, subsidiaries,
affiliates, predecessors, employees, agents, heirs, executors, or personal
representatives, as applicable, both present and former, ever had or now has,
upon or by reason of any manner, cause, causes or thing whatsoever, including,
without limitation, any presently existing claim or defense whether or not
presently suspected, contemplated or anticipated.
It is understood and agreed that the release set forth hereinabove will not
be impaired or otherwise affected by the occurrence of an Event of Default and
the Lender's exercise of any rights and remedies available to it. The provisions
of this Section 7 shall be effective and binding upon the Obligors and
enforceable by the Lender as of the date of this Amendment.
8. Entire Agreement; Binding Affect. The Loan Documents and this Amendment
constitute the entire and final agreement among the parties and there are no
agreements, understandings, warranties or representations among the parties.
This Amendment will inure to the benefit and bind the respective heirs,
administrators, executors, representatives, successors and permitted assigns of
the parties hereto.
9. Severability. If any clause or provision of this Amendment determined to be
illegal, invalid or unenforceable under any present or future law by the final
judgment of a court of competent jurisdiction, the remainder of this Amendment
will not be affected thereby. It is the intention of the parties that if any
such provision is held to be invalid, illegal or unenforceable, there will be
added in lieu thereof a provision as similar in terms to such provision as is
possible, and that such added provision will be legal, valid and enforceable.
10. Headings; Interpretation. All headings contained in this Amendment for
reference purposes only and are not intended to affect in any way the meaning or
interpretation of this Amendment. In this Amendment the singular includes the
plural and the plural the singular; references to statutes are to be construed
as including all statutory provisions consolidating, amending or replacing the
statute referred to; the word "or" shall be deemed to include "and/or", the
words "including", "includes" and "include" shall be deemed to be followed by
the words "without limitation."
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11. Governing Law. This Amendment and related documents are executed and
delivered in the State of New York and it is the desire and intention of the
parties that it be in all respects interpreted according to the laws of the
State of New York. The Obligors specifically and irrevocably consent to the
jurisdiction and venue of the federal and state courts of the State of New York
with respect to all matters concerning this Amendment, the Loan Documents or the
enforcement of any of the foregoing. The Obligors agree that the execution and
performance of this Amendment shall have a New York situs and accordingly, the
Obligors consent to personal jurisdiction in the State of New York. Each of the
Obligors acknowledges and agrees that the venue set forth above is the most
convenient forum for each of the Obligors. Each of the Obligors waives any
objection to venue and any objection based on a more convenient forum in any
action instituted under this Amendment, any related documents or the Loan
Documents.
12. Counterparts. This Amendment may be executed in counterparts, each of which
will be deemed an original document, but all of which will constitute a single
document. This document will not be binding on or constitute evidence of a
contract between the parties until such time as a counterpart of this document
has been executed by each of the parties and a copy thereof delivered to each
party under this Amendment.
13. Amendment. Neither this Amendment nor any of the provisions hereof can be
changed, waived, discharged or terminated, except by an instrument in writing
signed by the parties against whom enforcement of the change, waiver, discharge
or termination is sought.
14. WAIVER OF JURY TRIAL. EACH OF THE OBLIGORS KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE OR HEREAFTER HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AMENDMENT, THE LOAN DOCUMENTS OR THE UNDERLYING TRANSACTIONS. THE OBLIGORS
CERTIFY THAT NEITHER THE LENDER NOR ANY OF ITS REPRESENTATIVES, AGENTS OR
COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT IN
THE EVENT OF ANY SUCH SUIT, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY
JURY.
15. Acknowledgements by Obligors. Each of the Obligors hereby acknowledges and
agrees that:
(a) This Amendment has been duly authorized, executed and delivered and
constitutes the legal, valid and binding obligations of each of the Obligors,
enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or
affecting the enforcement of creditors' rights generally.
(b) They have independently reviewed and approved each and every provision
of this Amendment and any and all other documents and items as they or their
counsel have deemed appropriate;
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(c) They have entered into this Amendment and have executed the various
documents related hereto voluntarily, without duress or coercion, and have done
all of the above with the advice of their legal counsel;
(d) to the extent deemed necessary by each of their counsel, they and their
counsel have independently reviewed, investigated and/or have full knowledge of
all aspects of and the basis for this Amendment and/or have chosen not to so
review and investigate (in which case, each of the Obligors acknowledges and
agrees that it has knowingly and upon the advice of counsel waived any claim or
defense based on any fact or knowledge that any investigation would have
disclosed), including without limitation:
(i) the risks and benefits of the various waivers of rights contained
in this Amendment, including but not limited to, the waiver of the
right to a jury trial; and
(ii) the adequacy of the consideration conveyed under this Amendment;
and
(iii) after careful consideration, they do not deem any matter not
reviewed or investigated by them to be material to this Amendment.
(e) The terms of this Amendment have been negotiated in good faith by the
parties and said terms shall be construed in a neutral fashion and without
regard to the draftsmanship of this Amendment.
16. Seal. This Amendment is intended to take effect as an instrument under seal.
17. No Third Party Beneficiaries. No rights are intended to be created hereunder
for the benefit of any third party, donee, creditor or incidental beneficiary of
the Obligors.
[END OF TEXT; SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals
or caused these presents to be executed by their proper corporate officers and
sealed with their seals as of the date and year first written above.
DELTA COMPUTEC INC.,
a New York corporation
By: /s/ Xxxx XxXxxx
Xxxx XxXxxx, President
NQL INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
----------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Chairman
KELTIC FINANCIAL PARTNERS, LP
By: Keltic Financial Services LLC,
General Partner
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Managing Director
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EXHIBIT A
LOAN DOCUMENTS
1. Loan and Security Agreement, dated May 31, 2001, by and between Delta
Computec Inc. and Keltic Financial Partners, LP (the "Loan Agreement");
2. Secured Revolving Note, dated May 31, 2001, in the principal sum of up
to $1,500,000, executed and delivered by Delta Computec Inc.;
3. Continued Unlimited Corporate Guaranty, dated May 31, 2001, executed
and delivered by NQL Inc. in favor of Keltic Financial Partners, LP;
4. Validity and Support Agreement, dated May 31, 2001, executed and
delivered by Xxxx XxXxxx, in favor of Keltic Financial Partners, LP;
5. Validity and Support Agreement, dated May 31, 2001, executed and
delivered by Xxxx Xxxxx in favor of Keltic Financial Partners, LP;
6. Standstill and Subordination Agreement, dated as of May 31, 2001, by
and among NQL Inc., Delta Computec Inc., and Keltic Financial Partners, LP (the
"Subordination Agreement");
7. Warrant to Purchase Stock, dated May 31, 2001, executed and delivered
by NQL Inc. to Keltic Financial Partners, LP;
8. Various Uniform Commercial Code Financing Statements; and
9. All other documents and instruments executed in connection with any
of the foregoing.
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ACKNOWLEDGEMENT AND CONSENT
The undersigned acknowledge that:
(i) they have executed and delivered in favor of Keltic Financial
Partners, LP ("Lender") Validity and Support Agreements, each
dated May 31, 2001 (the "Validity and Support Agreements");
(ii) Delta Computec Inc. and NQL Inc. have, contemporaneously with
this Acknowledgment and Consent, entered into a First Amendment
to Loan and Security Agreement and Related Documents (the
"Amendment") with Lender;
(iii) they consent to the provisions of the Amendment;
(iv) they hereby ratify and confirm in all respects and without
condition the Validity and Support Agreements executed and
delivered by each of them;
(v) they have no defenses or counterclaims of any kind against the
Lender, its officers, directors, employees, agents or attorneys,
with respect to the Validity and Support Agreements;
(vi) all of the terms, conditions and covenants in the Validity and
Support Agreements remain unaltered and in full force and
effect; and
(vii) all of the representations and warranties made in their
respective Validity and Support Agreements are true and correct.
WITNESS, the due execution of this Acknowledgment and Consent as a document
under seal as of the 15th day of August, 2001, intending to be legally bound.
WITNESS: /s/ Xxxx XxXxxx
-------------------------------- --------------------------------------
XXXX XXXXXX
/s/ Xxxx Xxxxx
-------------------------------- --------------------------------------
XXXX XXXXX
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RESOLUTIONS FOR AMENDMENTS TO EXTENSIONS OF CREDIT
AND INCUMBENCY CERTIFICATE
(CORPORATION)
The undersigned certifies as follows to Keltic Financial Partners, LP
("Lender"):
1. Name of Corporation: Delta Computec Inc. ("Corporation").
2. Address: 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000.
3. Organizational Documents: True, correct and complete copies of the articles
or certificate of incorporation, and by-laws of the Corporation, with all
amendments thereto, as in effect on the date hereof, have previously been
delivered to Lender.
4. Adoption of Resolutions: The Corporation is a corporation formed under the
laws of New York; the undersigned is the duly elected and qualified Secretary or
Assistant Secretary of the Corporation and the following is a true copy of
resolutions (the "Resolutions") adopted by the Board of Directors of the
Corporation pursuant to a notice and its articles or certificate of
incorporation and its regulations or by-laws, and at which a quorum was present,
or adopted without a meeting by the written approval of all of the directors of
the Corporation, which adoption occurred on a date which is on or before the
date of this certificate. The Resolutions now stand of record on the books of
the Corporation, are in full force and effect and have not been modified or
revoked in any manner whatsoever.
5. Resolutions:
5.1 Loans and Extensions of Credit. Resolved that any one of the
following:
NAME TITLE ACTUAL SIGNATURE
Xxxx XxXxxx President /s/ Xxxx XxXxxx
---------------
Xxxx Xxxxx Controller /s/ Xxxx Xxxxx
--------------
is hereby authorized, at any time and from time to time: (A) to obtain financial
services and products of any kind from the Lender or from any other direct or
indirect subsidiary of Lender, including but not limited to loans and other
products involving the extension of credit; (B) to sell to or discount with
Lender any personal property (tangible or intangible), at any time held by the
Corporation and for such purpose to endorse, assign, transfer and deliver the
same to Lender or its agent or designee; (C) to guarantee the payment and
performance of the indebtedness and obligations of other persons or entities to
Lender; (D) to create or cause the creation of any trusts or other special
purpose entities required to be established in connection with any product or
service obtained from Lender; (E) to pledge, assign, transfer, mortgage, grant a
security interest in or lien on any real or personal property (tangible or
intangible) of the Corporation to or in favor of Lender as collateral security
for the payment and performance of all loans, advances, debts, liabilities,
obligations, covenants and duties of the Corporation or of any other persons or
entities to Lender (whether or not in connection with a guaranty of such other
person's or entity's
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obligations to Lender); (F) to execute and deliver to or in favor of Lender such
agreements, documents and instruments, required or requested by Lender in
connection with any of the foregoing products, services or actions, including
but not limited to loan agreements, promissory notes or other evidence of
indebtedness, guaranties, equipment leases, collateral security documents
(including but not limited to security agreements, financing statements, pledge
agreements, assignments, mortgages or deeds of trust), and any supporting
documents required by the terms of any of the foregoing agreements, documents or
instruments; all in such form as may be requested by Lender and any of which may
contain a provision waiving the right to trial by jury; (G) to execute and
deliver to or in favor of Lender any amendments, modifications, renewals,
supplements or forbearance agreements of or to any of the foregoing agreements,
documents or instruments; and (H) to take any other action requested, required
or deemed advisable by Lender in order to effectuate the foregoing resolution,
all such other actions being hereby approved, ratified and confirmed.
5.2 Ratification. Resolved, that all past acts of officers of the
Corporation in borrowing or obtaining credit from the Lender and in executing
documents and giving security on behalf of the Corporation are hereby ratified
and confirmed.
5.3 General. Resolved, that a certified copy of these Resolutions be
delivered to the Lender and that they and the authority vested in the persons
specified herein will remain in full force and effect until a certified copy of
a resolution of the Corporation revoking or modifying these resolutions and such
authority has been delivered to the Lender.
6. Incumbency: Each of the above-named persons holds the office, title or
status with the Corporation specified in Section 5.1 above and that following
each person's name, his or her actual signature appears.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned
have hereunto set his or her hand and seal as of this 15th day of August, 2001.
DELTA COMPUTEC INC.
By: /s/ Xxxx Xxxxxxx (SEAL)
-----------------
Print Name: Xxxx Xxxxxxx
------------
Title: Assistant Secretary
-------------------
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RESOLUTIONS FOR AMENDMENTS TO EXTENSIONS OF CREDIT
AND INCUMBENCY CERTIFICATE
(CORPORATION)
The undersigned certifies as follows to Keltic Financial Partners, LP
("Lender"):
1. Name of Corporation: NQL Inc. ("Corporation").
2. Address: [4 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxx Xxxxx, Xxxxxxxxxx
00000].
3. Organizational Documents: True, correct and complete copies of the articles
or certificate of incorporation, and by-laws of the Corporation, with all
amendments thereto, as in effect on the date hereof, have previously been
delivered to Lender.
4. Adoption of Resolutions: The Corporation is a corporation formed under the
laws of Delaware; the undersigned is the duly elected and qualified Secretary or
Assistant Secretary of the Corporation and the following is a true copy of
resolutions (the "Resolutions") adopted by the Board of Directors of the
Corporation pursuant to a notice and its articles or certificate of
incorporation and its regulations or by-laws, and at which a quorum was present,
or adopted without a meeting by the written approval of all of the directors of
the Corporation, which adoption occurred on a date which is on or before the
date of this certificate. The Resolutions now stand of record on the books of
the Corporation, are in full force and effect and have not been modified or
revoked in any manner whatsoever.
5. Resolutions:
5.1 Loans and Extensions of Credit. Resolved that any one of the following:
NAME TITLE ACTUAL SIGNATURE
Xxxxxxx X. Xxxxxxxx Xx. Chairman /s/ Xxxxxxx X. Xxxxxxxx, Xx.
is hereby authorized, at any time and from time to time: (A) to obtain financial
services and products of any kind from the Lender or from any other direct or
indirect subsidiary of Lender, including but not limited to loans and other
products involving the extension of credit; (B) to sell to or discount with
Lender any personal property (tangible or intangible), at any time held by the
Corporation and for such purpose to endorse, assign, transfer and deliver the
same to Lender or its agent or designee; (C) to guarantee the payment and
performance of the indebtedness and obligations of other persons or entities to
Lender; (D) to create or cause the creation of any trusts or other special
purpose entities required to be established in connection with any product or
service obtained from Lender; (E) to pledge, assign, transfer, mortgage, grant a
security interest in or lien on any real or personal property (tangible or
intangible) of the Corporation to or in favor of Lender as collateral security
for the payment and performance of all loans, advances, debts, liabilities,
obligations, covenants and duties of the Corporation or of any other persons or
entities to Lender (whether or not in connection with a guaranty of such other
person's or entity's
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obligations to Lender); (F) to execute and deliver to or in favor of Lender such
agreements, documents and instruments, required or requested by Lender in
connection with any of the foregoing products, services or actions, including
but not limited to loan agreements, promissory notes or other evidence of
indebtedness, guaranties, equipment leases, collateral security documents
(including but not limited to security agreements, financing statements, pledge
agreements, assignments, mortgages or deeds of trust), and any supporting
documents required by the terms of any of the foregoing agreements, documents or
instruments; all in such form as may be requested by Lender and any of which may
contain a provision waiving the right to trial by jury; (G) to execute and
deliver to or in favor of Lender any amendments, modifications, renewals,
supplements or forbearance agreements of or to any of the foregoing agreements,
documents or instruments; and (H) to take any other action requested, required
or deemed advisable by Lender in order to effectuate the foregoing resolution,
all such other actions being hereby approved, ratified and confirmed.
5.2 Ratification. Resolved, that all past acts of officers of the
Corporation in borrowing or obtaining credit from the Lender and in executing
documents and giving security on behalf of the Corporation are hereby ratified
and confirmed.
5.3 General. Resolved, that a certified copy of these Resolutions be
delivered to the Lender and that they and the authority vested in the persons
specified herein will remain in full force and effect until a certified copy of
a resolution of the Corporation revoking or modifying these resolutions and such
authority has been delivered to the Lender.
6. Incumbency: Each of the above-named persons holds the office, title or
status with the Corporation specified in Section 5.1 above and that following
each person's name, his or her actual signature appears.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned
have hereunto set his or her hand and seal as of this 22nd day of August, 2001.
NQL INC.
By: /s/ Xxxxxxx Xxxxxxxx (SEAL)
---------------------
Print Name: Xxxxxxx Xxxxxxxx
Title: Secretary
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