EXHIBIT 10.23
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
AMENDMENT TO LOAN DOCUMENTS
BORROWER: SYQUEST TECHNOLOGY, INC.
ADDRESS: 00000 XXXXXXX XXXXXXX
XXXXXXX, XXXXXXXXXX 00000
DATE: DECEMBER 10, 1996
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between GREYROCK BUSINESS
CREDIT, A DIVISION OF NATIONSCREDIT COMMERCIAL CORPORATION ("GBC"), whose
address is 00000 Xxxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, XX 0X000 and the
borrower named above ("Borrower").
The Parties agree to amend the Loan and Security Agreement between them, dated
January 17, 1996, and accepted by GBC as of January 23, 1996 (as amended from
time to time, the "Loan Agreement"), as follows, effective as of the date
hereof. (This Amendment, the Loan Agreement, any prior written amendments to
said agreements signed by GBC and the Borrower, and all other written documents
and agreements between GBC and the Borrower are referred to herein collectively
as the "Loan Documents". Capitalized terms used but not defined in this
Amendment, shall have the meanings set forth in the Loan Agreement.)
1. MODIFIED SECTION 6.1. Section 6.1 of the Loan Agreement is hereby amended
in its entirety to read as follows:
"6.1 MATURITY DATE. This Agreement shall continue in effect until the
maturity date set forth on the Schedule (the "Maturity Date"); provided
that the Maturity Date shall automatically be extended, and this Agreement
shall automatically and continuously renew, for successive additional terms
of one year each, unless one party gives written notice to the other not
less than thirty (30) days prior to the next Maturity Date (the "Notice of
Termination Date"), that such party elects to terminate this Agreement
effective on the next Maturity Date, provided that for the Maturity Date of
March 7, 1997, the Notice of Termination Date shall be February 7, 1997."
2. MATURITY DATE. The section of the Schedule to the Loan Agreement entitled
"Maturity Date" is hereby amended to read as follows:
1
"Maturity Date
Section 6.1 MARCH 7, 1997, subject to automatic renewal as provided in
Section 6.1 above, and early termination as provided in
Section 6.2 above."
3. REPRESENTATIONS TRUE. Borrower represents and warrants to GBC that all
representations and warranties set forth in the Loan Agreement, as amended
hereby. are true and correct.
4. GENERAL PROVISIONS. This Amendment, the Loan Agreement, and the other Loan
Documents set forth in full all of the representations and agreements of the
parties with respect to the subject matter hereof and supersede all prior
discussions representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended, all of
the terms and provisions of the Loan Agreement and the other Loan Documents
shall continue in full force and effect and the same are hereby ratified and
confirmed.
BORROWER: GBC:
SYQUEST TECHNOLOGY, INC. GREYROCK BUSINESS CREDIT,
A DIVISION OF NATIONSCREDIT
BY________________________________ COMMERCIAL CORPORATION
PRESIDENT OR VICE PRESIDENT
BY________________________________ BY________________________________
SECRETARY OR ASS'T SECRETARY TITLE_____________________________
ACKNOWLEDGED, AGREED AND CONSENTED TO BY:
SYQUEST TECHNOLOGY, B.V.
BY________________________________
TITLE:
BY________________________________
TITLE:
2
GUARANTOR'S CONSENT
The undersigned, guarantors, acknowledge that their consent to the foregoing
Amendment is not required, but the undersigned nevertheless do hereby consent to
the foregoing Amendment and to the documents and agreements referred to therein
and to all future modifications and amendments thereto, and to any and all other
present and future documents and agreements between or among the foregoing
parties. Nothing herein shall in any way limit any of the terms or provisions of
the Continuing Guaranty and Waiver executed by the undersigned in favor of
Congress, all of which are hereby ratified and affirmed and shall continue in
full force and effect.
Guarantor Signature:
SyQuest Technology (S) Pte. Ltd.
By________________________________
Title_____________________________
Guarantor Signature:
SyQuest Technology International
By________________________________
Title_____________________________
Guarantor Signature:
Iote Memories Corporation (formerly Microdisk)
By________________________________
Title_____________________________
Guarantor Signature:
SyQuest Technology Holding Corporation
By________________________________
Title_____________________________
Guarantor Signature:
SyQuest Technology GmbH
By________________________________
Title_____________________________
1
Guarantor Signature:
SyQuest Technology K.K.
By________________________________
Title_____________________________
Guarantor Signature:
SyQuest Technology SARL
By________________________________
Title_____________________________
Guarantor Signature:
SyQuest Technology (M) Sdn. Bhd.
By________________________________
Title_____________________________
Guarantor Signature:
SyQuest Technology Limited
By________________________________
Title_____________________________
Guarantor Signature:
SyQuest Technology Pty. LTD.
By________________________________
Title_____________________________
Guarantor Signature:
SyQuest Technology B.V.
By________________________________
Title_____________________________
2
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY (S) PTE. LTD.,
A CORPORATION ORGANIZED UNDER THE LAWS OF SINGAPORE
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY INTERNATIONAL
A CORPORATION ORGANIZED UNDER THE LAWS OF THE CAYMAN ISLANDS
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: IOTE MEMORIES CORPORATION (FORMERLY MICRODISK)
A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.
_________________________________
Secretary or Assistant Secretary
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY HOLDING CORPORATION
A CORPORATION ORGANIZED UNDER THE LAWS OF THE CAYMAN ISLANDS
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY GMBH
A CORPORATION ORGANIZED UNDER THE LAWS OF GERMANY
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY K.K.
A CORPORATION ORGANIZED UNDER THE LAWS OF JAPAN
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY SARL
A CORPORATION ORGANIZED UNDER THE LAWS OF FRANCE
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY (M) SDN. BHD.
A CORPORATION ORGANIZED UNDER THE LAWS OF MALAYSIA
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY LIMITED
A CORPORATION ORGANIZED UNDER THE LAWS OF THE UNITED KINGDOM
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY PTY. LTD.
A CORPORATION ORGANIZED UNDER THE LAWS OF AUSTRALIA
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
GREYROCK
BUSINESS
CREDIT
A NATIONSBANK COMPANY
CERTIFIED RESOLUTION - GUARANTEE
BORROWER: SYQUEST TECHNOLOGY B.V.
A CORPORATION ORGANIZED UNDER THE LAWS OF THE NETHERLANDS
DATE: JULY 1, 1996
I, the undersigned, an authorized signatory on behalf of the above-named
corporation, a corporation organized under the laws of the jurisdiction set
forth above, do hereby certify that the following is a full, true and correct
copy of resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
WHEREAS, it is in the direct interest of this corporation to assist the
following person (the "Borrower"):
SYQUEST TECHNOLOGY, INC.
in procuring credit from Greyrock Business Credit, a Division of NationsCredit
Commercial Corporation ("GBC"), because Borrower is an affiliate of this
corporation, furnishes goods or services to this corporation, purchases or
acquires goods or services from this corporation, and/or otherwise has a direct
or indirect corporate or business relationship with this corporation;
RESOLVED, that any officer of this corporation is hereby authorized and directed
to: execute and deliver on behalf of this corporation a guarantee with respect
to all indebtedness, liabilities and obligations of Borrower to GBC, whether now
existing or hereafter arising or acquired; to pledge or assign to GBC, and to
grant to GBC a security interest and lien in, any and all assets and property,
real and personal, of this corporation as security for all indebtedness,
liabilities and obligations of this corporation to GBC, now existing or
hereafter arising, including without limitation the obligations of this
corporation under said guarantee, and to execute and deliver in connection
therewith, one or more pledge agreements, assignments, security agreements
Uniform Commercial Code financing statements, deeds of trust and mortgages, in
form and substance satisfactory to GBC; to execute and deliver any and all
amendments, modifications, extensions, renewals, replacements and agreements,
documents, instruments relating to the foregoing or requested by GBC; and to
execute and deliver any and all instruments, papers and documents and to do all
other acts that said officers may deem convenient or proper to effectuate the
purpose and intent of these resolutions.
RESOLVED, all actions heretofore taken and all documentation heretofore executed
and delivered by any of said officers, or by any individual who currently holds
or has held any of said offices, in furtherance of the foregoing is hereby
ratified, adopted, approved and confirmed and declared to be binding and
enforceable obligations of this corporation in accordance with the respective
terms and provisions thereof; and that the authorizations herein set forth shall
remain in full force and effect until written notice of any modification or
discontinuance shall be given to and actually received by GBC, but no such
modification or discontinuance shall effect the validity of the acts of any
person, authorized to so act with these resolutions, before the receipt of any
such notice by GBC.
IN WITNESS WHEREOF, I have hereunto set my hand as such Authorized signatory on
the date set forth above.
_________________________________
