Exhibit 10.50
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LINE OF CREDIT NOTE
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$75,000,000 October 7_, 1998
Reading, Pennsylvania
FOR VALUE RECEIVED, ARROW INTERNATIONAL, INC. (the "Borrower") promises
to pay to the order of FIRST UNION NATIONAL BANK (the "Bank"), a national
banking association, at its address at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx
19601 or at such other place as Bank may from time to time designate in writing,
the principal sum of Seventy-Five Million Dollars ($75,000,000) or such greater
or lesser amount as shall be shown on the records of Bank as the unpaid
principal balance of this Note, on the sooner to occur of (a) February 28, 1999
(the "Maturity Date"), or (b) immediately upon demand by Bank following an Event
of Default (as defined below), on the terms and conditions described below.
1. Interest. (a) Rate; Payment. Interest shall accrue on the unpaid
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principal balance of this Note at a floating annual rate equal to the lower of
(i) the Prime Rate or (ii) an overnight rate as Bank quotes and Borrower accepts
from time to time. Borrower shall pay accrued interest on the first day of each
month commencing on November 1, 1998 and continuing on the same day of each
month thereafter until the principal amount of, and all accrued interest on,
this Note have been paid in full. Interest shall be calculated on the basis of
the actual number of days elapsed and a year of three hundred sixty (360) days.
Accrued interest also shall be payable on demand as and when the entire
principal balance of this Note is paid to Bank. Interest shall accrue on each
disbursement hereunder from the date such disbursement is made by Bank;
provided, however, that to the extent this Note represents a replacement,
substitution, renewal or refinancing of existing indebtedness, interest shall
accrue from the date hereof.
(b) Interest Rate Options. Borrower shall have the option of
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choosing a fixed rate of interest from time to time, as quoted by the Bank,
which fixed rate of interest will apply for a period from 7 to 180 days, in 7 or
30 day increments, for any portion of the unpaid principal balance of this Note,
so long as such portion exceeds One Million Dollars ($1,000,000). Any
outstanding principal balance for which a fixed rate of interest option is in
effect will be subject to the principal payment penalty set forth in Section
1(c) below.
(c) Principal Payment Penalty. If the Borrower pays any portion
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of the principal balance of this Note at a time when interest accrues on such
principal portion at a fixed rate in accordance with Section 1(b) above,
Borrower shall indemnify Bank against Bank's loss or expense in employing
deposits as a consequence of such payment ("Indemnified Loss or Expense"). The
amount of such Indemnified Loss or Expense shall be determined by Bank based
upon the assumption that Bank funded 100% of such principal portion in the
London Interbank Market.
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Any such payment will also be accompanied by payment of all accrued and unpaid
interest due to the date of payment on the principal amount paid and all other
fees, expenses and other sums due and owing under this Note.
(d) Prime Rate. "Prime Rate" means a floating annual rate of
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interest that is designated from time to time by Bank as the Prime Rate and is
used by Bank as a reference base with respect to different interest rates
charged to borrowers generally. The interest rate payable hereunder shall change
simultaneously with and automatically upon Bank's designation of any change in
such reference rate. Bank's determination and designation from time to time of
the reference rate shall not in any way preclude Bank from making loans to other
borrowers at a rate which is higher or lower than or different from the
reference rate.
2. Maximum Legal Rate. Borrower shall not be obligated to pay and
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Bank shall not collect interest at a rate in excess of the maximum permitted by
law or the maximum that will not subject Bank to any civil or criminal
penalties. If Borrower is required to pay interest at a rate in excess of such
maximum rate, the rate of interest shall immediately and automatically be
reduced to such maximum rate, and any payment made in excess of such maximum
rate, together with interest thereon at the rate provided herein from the date
of such payment, shall be immediately and automatically applied to the reduction
of the unpaid principal balance of this Note as of the date on which such excess
payment was made.
3. Loan Records. The actual amounts due and owing from time to time
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under this Note shall be evidenced by Bank's books and records of receipts and
disbursements hereunder. Bank shall set up and establish an account on the books
of Bank on which will be recorded advances under this Note and evidenced hereby,
payments on such advances and other appropriate debits and credits as provided
herein. Bank shall also record, in accordance with customary accounting
practice, all other interest, charges, expenses and other items properly
chargeable to Borrower hereunder, and other appropriate debits and credits. Such
books and records of Bank shall be presumed to be complete and accurate and
shall be deemed correct, except to the extent shown by Borrower to be manifestly
erroneous. The proceeds of any advance may be credited by Bank to a deposit
account of any Borrower or disbursed in any other manner requested by Xxxxxxxx
and approved by Bank. All payments due under this Note are to be made in
immediately available funds. If Bank accepts payment in any other form, such
payment shall not be deemed to have been made until the funds comprising such
payment have actually been received or made available to Bank.
4. Collateral. As security for all indebtedness to Bank now or
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hereafter incurred by Borrower, under this Note or otherwise, Borrower grants
Bank a lien upon and security interest
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in any securities, instruments or other personal property of Borrower now or
hereafter in Bank's possession and in any deposit balances now or hereafter held
by Bank for Borrower's account and all proceeds of any such personal property or
deposit balances. Such liens and security interests shall be independent of
Bank's right of setoff. This Note and the indebtedness evidenced hereby shall be
additionally secured by any lien or security interest evidenced by a writing
(whether now existing or hereafter executed) which contains a provision to the
effect that such lien or security interest is intended to secure (a) this Note
or the indebtedness evidenced hereby, or (b) any category of liabilities,
obligations or the indebtedness of Borrower to Bank which includes this Note or
the indebtedness evidenced hereby, and all property subject to any such lien or
security interest shall be collateral for this Note.
5. Replacement. Borrower acknowledges and agrees that this Note
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replaces and supersedes the two (2) promissory notes previously executed (a) by
Xxxxxxxx dated January 29, 1996 in favor of Bank, and (b) by Xxxxxxxx, Arrow
Medical Products, Inc., and Arrow International Export Corporation dated July
17, 1996 in favor of Bank in the principal amount of $45,000,000.
6. Application of Payments. All payments shall be applied first to
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the payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorneys' fees, then to
the payment in full of any late charges, then to the payment in full of accrued,
unpaid interest and finally to the reduction of the unpaid principal balance of
this Note.
7. Default: Rights, Remedies.
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(a) Events of Default. The following shall constitute Events of
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Default under this Note:
(i) Non-Payment. Failure by the Borrower to pay the
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principal of or accrued interest on this Note when due.
(ii) Default Under Other Obligations. The Borrower:
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(A) defaults in any payment of principal of or interest
on any obligations for borrowed money (other than under the Note) or
for the deferred purchase price of property beyond any period of grace
provided with respect thereto; or
(B) defaults in the performance of any other agreement,
term or condition contained in any such obligation or in any agreement
relating thereto, if the effect of such default is to cause, or to
permit the holder or holders of such obligation (or a trustee
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on behalf of such holder or holders) to then cause, such obligation to
become due prior to its stated maturity.
(iii) Default Under Other Documents. An "Event of Default"
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or similar event shall have occurred and be continuing under any other note,
loan agreement or loan document regarding credit facilities extended to Borrower
by Bank.
(iv) Voluntary Bankruptcy, Etc. The commencement by the
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Borrower of a voluntary case under the United States Bankruptcy Code, as now
constituted or hereafter amended, or any other applicable federal or state
bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or
the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Borrower or for any substantial part of its property, or the
making by it of any assignment for the benefit of creditors, or the failure of
the Borrower generally to pay its debts as such debts become due, or the taking
of corporate action by the Borrower in furtherance of any of the foregoing.
(v) Involuntary Bankruptcy, Etc. The entry of a decree or
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order for relief by a court having jurisdiction in the premises in respect of
the Borrower in an involuntary case under the United States Bankruptcy Code, as
now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Borrower or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs and the continuance of any such decree
or order unstayed and in effect for a period of thirty (30) days.
(b) Acceleration.
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(i) Upon the occurrence of an Event of Default specified
in Sections 7(a)(i) through 7.1(a)(iii), Bank may, by written notice to
Xxxxxxxx, terminate immediately and irrevocably the credit facility evidenced by
this Note and declare this Note to be due and payable, whereupon the principal
amount of this Note, together with accrued interest hereon and all other amounts
payable hereunder, shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the
contrary notwithstanding.
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(ii) Upon the occurrence of an Event of Default specified
in Sections 7(a)(iv) and 7(a)(v), the credit facility evidenced by this Note
shall automatically and immediately terminate and the unpaid principal balance
of, all accrued, unpaid interest on, and all other sums payable with regard to,
this Note shall automatically and immediately become due and payable, in all
cases without any action on the part of the Bank.
(c) Remedies. Upon the occurrence of an Event of Default,
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Bank may, immediately or at any time thereafter, exercise any or all of its
rights hereunder or under any agreement or otherwise under applicable law
against Borrower, against any person liable, either absolutely or contingently,
for payment of any indebtedness evidenced hereby, and in any collateral, and
such rights may be exercised in any order and shall not be prejudiced by any
delay in Bank's exercise thereof. At any time after an Event of Default, Bank
may, at its option and upon five (5) days written notice to Borrower, begin
accruing interest on this Note at a rate not to exceed three percent (3%) per
annum in excess of the rate of interest provided for above on the unpaid
principal balance hereof. All such additional interest shall be payable upon
demand. In addition, Borrower shall be liable and responsible for any and all
costs and expenses incurred by Bank in connection with the enforcement of this
Note and the collection of sums due under this Note, including attorneys, fees
incurred by Bank (which shall include any such fees incurred by Bank in any
bankruptcy proceeding of Borrower).
THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF ATTORNEY TO
CONFESS JUDGMENT AGAINST THE BORROWER. IN GRANTING THIS WARRANT OF ATTORNEY
TO CONFESS JUDGMENT AGAINST THE BORROWER, THE BORROWER HEREBY KNOWINGLY,
INTELLIGENTLY AND VOLUNTARILY, AND, ON THE ADVICE OF SEPARATE COUNSEL OF
THE BORROWER, UNCONDITIONALLY WAIVES, ANY AND ALL RIGHTS THE BORROWER HAS
OR May HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE
RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH
OF PENNSYLVANIA.
(d) Confession of Judgement. Borrower authorizes and
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empowers any attorney of any court of record of Pennsylvania or elsewhere to
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appear for and enter judgment against it for the then unpaid principal amount
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of this Note, together with all accrued, unpaid interest and late charges, costs
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of suit and reasonable attorneys' fees of five percent (5%) of the unpaid
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balance hereof, with or without declaration or stay of execution, and with
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release of errors, for which this Note or a copy hereof shall serve as a
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sufficient warrant. This power to enter judgment against Borrower shall not be
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exhausted by any exercise of the power and shall continue from time to time and
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at all times until full payment of all amounts due under this Note.
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(e) Remedies Cumulative. The remedies of Bank shall be
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cumulative and concurrent, and may be pursued singly, successively, or together,
at its sole discretion, and may be exercised as often as the occasion therefor
shall occur; and the failure to exercise any such right or remedy shall in no
event be construed as a waiver or release thereof.
8. Year 2000 Compatibility. Borrower shall take all action
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necessary to ensure that Borrower's computer-based systems are able to operate
and effectively process data including dates on and after January 1, 2000. At
the request of Bank, Borrower shall provide Bank assurance acceptable to Bank of
Borrower's Year 2000 compatibility.
9. Waivers. Borrower and all guarantors of and sureties for this
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Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to this Note, all errors, defects and
imperfections in any proceedings instituted by Bank under the terms of this
Note, and all benefit that might accrue to Borrower by virtue of any present or
future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy, or
sale under execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment; and Xxxxxxxx agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue
hereof, on any writ of execution issued thereon, may be sold upon any such writ
in whole or in part in any order desired by Bank.
10. Unconditional Liability. Borrower and all endorsers, sureties
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and guarantors hereby jointly and severally waive all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and they agree that the liability of each of them
shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Bank, and consent to
any and all extensions of time, renewals, waivers, or modifications that may be
granted by Bank with respect to the payment or other provisions of this Note,
and to the release of any part of any collateral, with or without substitution,
and agree that additional makers, endorsers, guarantors, or sureties may become
parties hereto without notice to them or affecting their liability hereunder.
11. Construction. This Note shall be construed and enforced in
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accordance with the domestic, internal law, but not the law of conflict of laws,
of the Commonwealth of Pennsylvania. The captions preceding the text of the
paragraphs of this Note are inserted only for convenience of reference and shall
not constitute a part of this Note, nor shall they in any way affect its
meaning, construction or effect.
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12. Severabilitv. Any provision contained in this Note which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
13. Arbitration.
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(a) Upon demand of Borrower or Bank, whether made before or
after institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to this Note and any advances made
hereunder ("Disputes") shall be resolved by binding arbitration as provided
herein. Institution of a judicial proceeding does not waive the right of the
party instituting the proceeding to demand arbitration hereunder. Disputes may
include, without limitation, tort claims, counterclaims, disputes as to whether
a matter is subject to arbitration, claims brought as class actions, claims
arising from documents executed in the future, or claims arising out of or in
connection with the transactions reflected by this Note.
(b) Arbitration shall be conducted under and governed by the
Commercial Financial Disputes Arbitration Rules (the "Arbitration Rules") of the
American Arbitration Association (the "AAA") and Title 9 of the U.S. Code. All
arbitration hearings shall be conducted in the City of Philadelphia. The
expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall
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be applicable to claims of less than $1,000,000. All applicable statutes of
limitation shall apply to any Dispute. A judgment upon the award may be entered
in any court having jurisdiction. The panel from which all arbitrators are
selected shall be comprised of licensed attorneys. The single arbitrator
selected for expedited procedure shall be a retired judge from the highest court
of general jurisdiction, state or federal, of the state where the hearing will
be conducted or if such person is not available to serve, the single arbitrator
may be a licensed attorney. Notwithstanding the foregoing, this arbitration
provision does not apply to disputes under or related to swap agreements.
(c) Notwithstanding the preceding binding arbitration
provisions, Borrower and Bank agree to preserve, without diminution, certain
remedies that Borrower and Bank shall employ or exercise freely, independently
or in connection with an arbitration proceeding or after an arbitration action
is brought. Bank and Borrower shall have the right to proceed in any court of
proper jurisdiction or by self-help to exercise or prosecute the following
remedies, as applicable: (i) all rights to foreclose against any real or
personal property or other security by exercising a power of sale granted under
the Note or any other
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documents or under applicable law or by judicial foreclosure and sale, including
a proceeding to confirm the sale; (ii) all rights of self-help including
peaceful occupation of real property and collection of rents, set-off, and
peaceful possession of personal property; (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment
attachment, appointment of receiver and filing an involuntary bankruptcy
proceeding; and (iv) when applicable, a judgment by confession of judgment.
Preservation of these remedies does not limit the power of an arbitrator to
grant similar remedies that may be requested by a party in a Dispute.
(d) Xxxxxxxx agrees that it shall not have a remedy of punitive
or exemplary damages against Bank in any Dispute and hereby waives any right or
claim to punitive or exemplary damages it has now or which may arise in the
future in connection with any Dispute whether the Dispute is resolved by
arbitration or judicially.
14. Successors and Assigns. The provisions of this Note shall bind
----------------------
and inure to the benefit of Borrower and Bank and their respective successors
and permitted assigns.
IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby,
has caused this Note to be duly executed by its authorized officers the day and
year first above written.
ARROW INTERNATIONAL, INC.
By Xxxxxx Xxxxxx, Xx.
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Name: Xxxxxx Xxxxxx, Xx.
Title: President and Chief Executive Officer
By Xxxxxxxxx X. Xxxx
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Name: Xxxxxxxxx X. Xxxx
Title: Vice President Finance and Treasurer
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COMMONWEALTH OF PENNSYLVANIA :
:ss.
COUNTY OF BERKS :
On this 7th day of October, 1998, before me, a notary public the
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undersigned officer, personally appeared Xxxxxx Xxxxxx, Xx. & Xxxxxxxxx X. Xxxx,
---------------------------------
who acknowledged himself to be the President & CEO/VP Finance & Treasurer of
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ARROW INTERNATIONAL, INC. a Pennsylvania corporation, and that he as such
officer, being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the corporation by himself as
such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Xxxxx X. Xxxx
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Notary Public
Notarial Seal
Xxxxxx X. Xxxx, Notary Public
Bern Twp., Berks County
My Commission Expires Feb. 26, 2001
Member, Pennsylvania Association of Notaries
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NOTICE OF WAIVER OF RIGHTS
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Creditor: FIRST UNION NATIONAL BANK
Borrower: ARROW INTERNATIONAL, INC.
Transaction: LINE OF CREDIT LOAN OF $75,000,000 BY CREDITOR
Closing Date: OCTOBER 7, 1998
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THIS NOTICE OF WAIVER OF RIGHTS IS MADE BY ARROW INTERNATIONAL, INC.
(THE "BORROWER"), AND GIVEN TO FIRST UNION NATIONAL BANK (THE "CREDITOR"), IN
CONNECTION WITH THE ABOVE DESCRIBED LOAN. IT IS IMPORTANT THAT THE BORROWER
CAREFULLY READS AND UNDERSTANDS THIS DOCUMENT. WHEN THE BORROWER SIGNS ITS NAME
BELOW THE BORROWER IS ACKNOWLEDGING AND REPRESENTING TO THE CREDITOR THAT THE
BORROWER HAS READ AND UNDERSTAND THE CONTENTS OF THE DOCUMENTS DESCRIBED BELOW
AND THIS DOCUMENT.
The Borrower acknowledges and represents that the Loan is for business
purposes.
The Borrower will be signing a Note and/or other loan documents
(collectively, the "Loan Documents") which give the Creditor, among other
things, the power and authority to enter JUDGMENT BY CONFESSION against the
Borrower and to exercise rights of execution, levy, garnishment, seizure of the
Borrower's property and the like. Other than notices required under the Loan
Documents, these rights and powers may be exercised by the Creditor without
giving the Borrower any prior notice of its intention to do so. In addition,
certain of these powers and rights may be exercised in Pennsylvania (regardless
where the Borrower resides) without a prior hearing of any kind, and without a
jury trial.
1
The Borrower acknowledges that the Borrower has knowingly, voluntarily
and intelligently waived the Borrower's right to a jury trial or other hearing
or other judicial proceedings to determine the Borrower's rights and liabilities
in connection with the Loan Documents.
The Borrower acknowledges that the Borrower understands the Creditor
may obtain a judgment against the Borrower and execute upon and immediately
seize the Borrower's property and assets without the prior opportunity to raise
any defense, set-off, counterclaim, or other claim that the Borrower may have.
The Borrower acknowledges that the Borrower has knowingly,
voluntarily, and intelligently waived the Borrower's rights to any prior notice
(except for notices required under the specific terms of the Loan Documents) or
judicial determination.
The Borrower acknowledges that the Borrower's waiver of these rights
is a material part of the consideration for this transaction and that the
Borrower waives these rights in order to induce the Creditor to make the Loan.
The Borrower acknowledges and represents that the Borrower has
consulted with legal counsel of the Borrower's choice, and such other experts
and advisors as the Borrower
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considered necessary, about the Loan and the Loan Documents, and the waivers
described above.
IN WITNESS WHEREOF, and intending to be legally bound, the undersigned
has executed this Notice of Waiver of Rights as Borrower this 7th day of October
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___, 1998.
ARROW INTERNATIONAL, INC.
By Xxxxxx Xxxxxx, Xx.
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Name: Xxxxxx Xxxxxx, Xx.
Title: President and Chief Executive Officer
By Xxxxxxxxx X. Xxxx
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Name: Xxxxxxxxx X. Xxxx
Title: Vice President Finance and Treasurer
3
COMMONWEALTH OF PENNSYLVANIA :
:ss.
COUNTY OF BERKS :
On this 7th day of October, 1998, before me, a notary public, the
---
undersigned officer, personally appeared Xxxxxx Xxxxxx Xx./Xxxxxxxxx X. Xxxx,
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who acknowledged himself to be the President & CEO/VP Finance & Treasurer of
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Arrow International, Inc., a Pennsylvania corporation, and that he in such
capacity, being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the corporation, by himself in
such capacity.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Xxxxxx X. Xxxx
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Notary Public
Notarial Seal
Xxxxxx X. Xxxx, Notary Public
Bern Twp., Berks County
My Commission Expires Feb. 26,2001
Member Pennsylvania Association of Notaries
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RESOLUTION TO BORROW
I, the undersigned, hereby certify to FIRST UNION NATIONAL BANK ("Bank") that I
am the Secretary of Arrow International, Inc. ("Corporation"), a Corporation
duly organized and existing under the laws of the Commonwealth of Pennsylvania;
that the following is a true copy of the Resolution duly adopted by the Board of
Directors on October 7, 1998; and that such Resolution is in full force and
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effect and has not been amended or rescinded, and that there is no provision in
the Articles of Incorporation, Charter or By-laws of Corporation, limiting the
power of the Board of Directors to pass the following Resolution, which is in
full conformity with the provisions of the Articles of Incorporation, Charter or
By-laws of Corporation.
1. RESOLVED, that 2 of the present holder(s) of the following office(s)
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and/or positions) of Corporation and his successors) in office, membership
or position:
President and Chief Executive Officer
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Vice President Finance and Treasurer
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Secretary
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is xxxxxx authorized, on behalf of, in the name of and for the account of
Corporation to:
a. borrow money and/or obtain or continue credit (with or without security)
from Bank, upon such terms and conditions and in such amounts as such
officer(s), member(s) or position-holder(s) may deem desirable;
b. execute and/or endorse all documents necessary or required by Bank to
evidence or consummate any loan to Corporation;
c. guarantee the obligations of others to Bank;
d. engage in business transactions of all nature and kind and/or to enter
into all manner of contractual relationships with Bank;
x. xxxxx a security interest of any kind in, assign, mortgage, or otherwise
encumber property, whether real, personal, tangible, intangible and/or
mixed, (including securities of all types and in whatever form), of
Corporation as collateral securing payment or any performance relative to
any loan to or guaranteed by Corporation;
x. xxxx, purchase and/or lease real, personal, tangible, intangible, and/or
mixed property to/from Bank;
g. enter into, execute and deliver, and perform Corporation's obligations
under any swap agreement with Bank as defined in 11 USC (S)101,
derivative agreement or foreign exchange agreement, and execute any and
all documents relative thereto as may be necessary or required by Bank;
2. RESOLVED FURTHER, that the foregoing authority shall not be limited to the
above-identified or described officer(s), member(s), position-holder(s) or
other representative(s) of Corporation but shall extend to such additional
or different individuals as are named as being so authorized in any letter,
form or other written or oral notice by any officer, member, position-holder
or other representative of Corporation identified or described above;
3. RESOLVED FURTHER, that the Secretary of Corporation shall furnish Bank a
certified copy of this Resolution, and Bank is hereby authorized to deal
with the present holder(s) of the above-identified or described office(s),
membership(s) or position(s) under the authority of this Resolution unless
and until it shall be expressly notified in WRITING to the contrary by
Corporation;
4. RESOLVED FURTHER, that the Secretary of Corporation, shall, from time to
time hereafter, as changes in the personnel of the above-identified or
described office(s), membership(s) or position(s) of Corporation, are made,
immediately certify such changes to Bank, and that Bank shall be fully
protected in relying upon such certifications of the Secretary of
Corporation, and shall be indemnified and saved harmless from any claims,
demands, expenses, losses and/or damages resulting from, or growing out of,
honoring the signature of any officer(s), member(s), position-holder(s),
representative(s), agent(s), or employee(s) so certified, or refusing to
honor any signature not so certified which is not described or stated in the
foregoing Resolution;
5. RESOLVED FURTHER, that the Secretary of Corporation is authorized and
directed to certify to Bank that the foregoing Resolution was duly adopted,
and that the provisions thereof are in full conformity with the Articles of
Incorporation, Charter or By-laws of Corporation;
6. RESOLVED FURTHER, that all transactions by any officer(s), member(s),
position-holder(s), representative(s), agent(s), or employee(s) of
Corporation on its behalf and in its name with Bank prior to delivery of a
certified copy of the foregoing Resolution is, in all respects, hereby
ratified, confirmed and adopted;
7. RESOLVED FURTHER, that the present holder(s) of the above-identified or
described office(s), membership(s) or position(s), are expressly authorized
and directed to affix the seal, if any, of Corporation on any instrument and
to adopt any facsimile seal for any occasion and purpose on any instrument
as the seal, if any, of Corporation, and that this Resolution supersedes any
By-law or other organizational document of Corporation to the contrary; and
8. RESOLVED FURTHER, that any person(s) authorized to act on behalf of
Corporation pursuant to the terms of this Resolution is fully authorized to
take any action or exercise any powers as set out or granted by those terms
in relation to any subsidiary, parent or affiliate of Corporation.
Page 2
I, finally, certify that the following is the person(s) who now hold(s) the
office(s), membership(s), and/or position(s) referred to in this Resolution
above and that their bona fide signature(s) is set forth below:
Xxxxxx Xxxxxx, Xx.
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Name: Xxxxxx Xxxxxx, Xx.
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Title: President and Chief Executive Officer
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Xxxxxxxxx X. Xxxx
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Name: Xxxxxxxxx X. Xxxx
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Title: Vice President Finance and Treasurer
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X. Xxxxxx Xxxxxxxx
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Name: X. Xxxxxx Xxxxxxxx
------------------
Title: Secretary
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Name:
------------------
Title:
------------------
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Name:
------------------
Title:
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IN WITNESS WHEREOF, I have hereunto subscribed my name(s) and affixed the seal,
if any, of Corporation on October 7, 1998.
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Arrow International Inc.
CORPORATE By: X. Xxxxxx Xxxxxxxx
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SEAL X. Xxxxxx Xxxxxxxx
------------------------, Secretary
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