<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 31, 1998
GENERAL AUTOMATION, INC.
-------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-5260 95-248811
-------- ------ ---------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
</TABLE>
17731 Mitchell North, Irvine, California 92714
---------------------------------------- ------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 250-4800
Not applicable
--------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
Effective as of December 31, 1998, General Automation, Inc. (the
"Company") entered into a First Amendment to Loan and Security Agreement and
Forbearance Agreement (the "Forbearance Agreement") with Comerica
Bank-California (the "Bank"). The Forbearance Agreement amends the Loan and
Security Agreement dated as of December 18, 1997, as previously modified by a
Modification to Loan and Security Agreement dated as of January 8, 1998 and a
Modification to Loan and Security Agreement dated as of May 28, 1998
(collectively, the "Loan Documents").
As of December 31, 1998, the Company was indebted to the Bank in the
amount of $2,200,000, plus accrued interest, attorneys' fees and costs. As of
that date, the Company was in default under the Loan Documents due to (1) the
Company's failure to comply with certain financial covenants contained in the
Loan Documents during the period from March 31, 1998 through December 31, 1998,
and (2) the Company's failure to make payments of principal and interest when
due. Without waiving those events of default, pursuant to the Forbearance
Agreement the Bank has agreed, subject to the performance by the Company of all
of its obligations under the Forbearance Agreement, to forbear from exercising
any remedies that it may have against the Company by virtue of the events of
default existing as of December 31, 1998, until the earlier of (A) March 31,
1999, or (B) such date as there shall occur any further Event of Default (as
defined in the Loan Documents).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed with this Report on Form 8-K and
incorporated herein by this reference:
2
<PAGE> 3
<TABLE>
<CAPTION>
Exhibit No. Description
----------- ------------
<S> <C>
10.1 Modification to Loan and Security Agreement
dated as of January 8, 1998
10.2 Modification to Loan and Security Agreement
dated as of May 28, 1998
10.3 First Amendment to Loan and Security
Agreement and Forbearance Agreement dated
as of December 31, 1998
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
February 18, 1999 GENERAL AUTOMATION, INC.
By: /s/ Richard H. Nance
-----------------------------------
Richard H. Nance, Chief Financial
Officer and Vice President Finance
3
<PAGE> 1
EXHIBIT 10.1
[COMERICA BANK-CALIFORNIA LETTERHEAD]
MODIFICATION TO LOAN & SECURITY AGREEMENT
This First Modification to Loan & Security Agreement (this "Modification")
is entered into by and between General Automation, Inc. ("Borrower") and
Comerica Bank-California ("Bank") as of this 8th day of January 1998, at San
Jose, California.
RECITALS
A. Bank and Borrower have previously entered into or are concurrently
herewith entering into a Loan & Security Agreement (the "Agreement") dated
December 18, 1997.
B. Borrower has requested, and Bank has agreed, to modify the Agreement as
set forth below.
AGREEMENT
For good and valuable consideration, the parties agree as set forth
below:
Incorporation by Reference. The Agreement as modified hereby and
the Recitals are incorporated herein by this reference.
SECTION 6.17
(1) One Corporate Banking Officer call per quarter to Texas Micro
Inc. to verify satisfactory performance of General Automation,
Inc. with regards to Subordination Agreement.
Legal Effect. Except as specifically set forth in this Modification, all
of the terms and conditions of the Agreement remain in full force and effect.
Integration. This is an integrated Modification and supersedes all prior
negotiations and agreements regarding the subject matter hereof. All amendments
hereto must be in writing and signed by the parties.
IN WITNESS WHEREOF, the parties have agreed as of the date first set forth
above.
GENERAL AUTOMATION, INC. COMERICA BANK-CALIFORNIA
By: /s/ [SIG] By:
------------------------------- ----------------------------------
Title: VP FINANCE Diana Fisk
Vice President
<PAGE> 1
EXHIBIT 10.2
[COMERICA BANK-CALIFORNIA LETTERHEAD]
MODIFICATION TO LOAN & SECURITY AGREEMENT
This First Modification to Loan & Security Agreement (this "Modification")
is entered into by and between General Automation, Inc. ("Borrower") and
Comerica Bank-California ("Bank") as of this 28TH day of MAY, 1998, at San Jose,
California.
RECITALS
A. Bank and Borrower have previously entered into or are concurrently
herewith entering into a Loan & Security Agreement (Accounts & Inventory) (the
"Agreement") dated December 18, 1997.
B. Borrower has requested, and Bank has agreed, to modify the Agreement as
set forth below.
AGREEMENT
For good and valuable consideration, the parties agree as set forth below:
Incorporation by Reference. The Agreement as modified hereby and the
Recitals are incorporated herein by this reference.
Section 2.1 Upon the request of the Borrower, made at any time and from
time to time during the term hereof, and so long as no Event
of Default has occurred, Bank shall lend to Borrower an amount
equal to the Borrowing Base; provided, however, that in no
event shall Bank be obligated to make advances to Borrower
under this Section 2.1 whenever the Daily Balance exceeds, at
any time, either the Borrowing Base or the sum of TWO MILLION
TWO HUNDRED THOUSAND AND N0/100 DOLLARS ($2,200,000.00), such
amount being referred to herein as "Overadvance".
Section 6.16 b Borrower shall deliver to Bank within thirty (30) days after
the end of each month, a Company Prepared balance sheet and
profit and loss statement covering Borrower's operations and
deliver to Bank within ninety (90) days after the
1
<PAGE> 2
end of each of Borrower's fiscal years a(n) ANNUAL CPA
UNQUALIFIED AUDITED statement of the financial condition and
10-K of the Borrower for each such fiscal year, including but
not limited to, a balance sheet and Profit and loss statement
and any other report requested by Bank relating to the
Collateral and the financial condition of Borrower, and a
certificate signed by an authorized employee of Borrower to
the effect that all reports, statements, computer disk or tape
files, computer printouts, computer runs, or other computer
prepared information of any kind or nature relating to the
foregoing or documents delivered or caused to be delivered to
Bank under this subparagraph are complete, correct and
thoroughly present the financial condition of Borrower and
that there exists on the date of delivery to Bank no condition
or event which constitutes a breach or Event of Default under
this Agreement.
Section 6.16 c In addition to the financial statements requested above, the
Borrower agrees to provide Bank with the following schedules:
Accounts Receivable Agings on a monthly basis within 20 days
of each month end;
Accounts Payable Agings on a monthly basis within 20 days of
each month end;
Borrowing Base Certificates detailing eligible accounts
receivable for both product sales and service contracts on a
weekly basis and upon any new advances;
10-Q and Company prepared financial statements and Covenant
Compliance Certificates on a quarterly basis within 45 days of
each quarter-end;
Listing of open Sequoia service contracts on a quarterly
basis.
Section 6.17 l All advances to be approved by Officer.
2
<PAGE> 3
Legal Effect. Except as specifically set forth in this Modification, all
of the terms and conditions of the Agreement remain in full force and effect.
Integration. This is an integrated Modification and supersedes all prior
negotiations and agreements regarding the subject matter hereof. All amendments
hereto must be in writing and signed by the parties.
IN WITNESS WHEREOF, the parties have agreed as of the date first set forth
above.
COMERICA BANK-CALIFORNIA
By: /s/ DIANA FISK
------------------------------------
Diana Fisk
Title: Vice President
---------------------------------
BORROWER:
GENERAL AUTOMATION, INC.
By: /s/ R. D. BAGBY
------------------------------------
Title: Vice Chairman
---------------------------------
3
<PAGE> 1
EXHIBIT 10.3
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
AND FORBEARANCE AGREEMENT
This First Amendment to Loan and Security Agreement and Forbearance
Agreement (this "Amendment") is entered into as of December 31, 1998, by and
between Comerica Bank-California ("Bank") and General Automation, Inc.
("Borrower").
RECITALS
A. Borrower and Bank are parties to that certain Loan and Security Agreement
dated as of December 18, 1997 (the "Loan Agreement"), as modified by that
certain Modification to Loan & Security Agreement dated as of January 8, 1998
(the "First Modification") and that certain modification to Loan & Security
Agreement dated as of May 28, 1998 (the "Second Modification") (collectively,
the "Loan Documents"). Borrower and Bank desire to amend the terms of the Loan
Documents in accordance with the terms of this Amendment.
B. As of the date hereof, there is due and owing under the Loan Documents the
principal amount of TWO MILLION TWO-HUNDRED THOUSAND AND NO/100 DOLLARS
$2,200,000.00) together with accrued but unpaid interest, attorneys' fees and
costs. Such amount, plus accruing interest and ongoing attorneys' fees and costs
are hereinafter referred to as the "Existing Debt."
C. One or more Events of Default have occurred under the Loan Documents by
virtue of (i) Borrower's failure to comply with the covenants of the Loan
Documents as of certain dates from March 31, 1998 through the date hereof and
(ii) Borrower's failure to make required payments of principal and interest when
due. Such Events of Default entitle Bank to immediately enforce all the remedies
set forth in the Loan Documents. Borrower has asked Bank to forbear from
exercising those remedies as a result of such Events of Default and Bank has
agreed, provided Borrower enters into this Amendment.
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. Defined Terms. Capitalized terms not otherwise defined herein shall
have the same meanings as set forth in the Loan Documents.
2. Acknowledgment of Liability. As of the date of this Amendment, Borrower
owes Bank an amount equal to the Existing Debt. Borrower reaffirms all of its
obligations under the Loan Documents and hereby forever waives and relinquishes
any and all claims, offsets or defenses that Borrower may now have with respect
to the payment of sums due and the performance of other obligations under the
Loan Documents. The security interests in the Collateral granted to Bank under
the Loan Agreement remain perfected, first priority liens.
3. Forbearance. Borrower acknowledges that there are existing and uncured
Events of Default under the Loan Documents. Borrower further acknowledges and
agrees that Bank is not in any way agreeing to waive such Events of Default as a
result of this Amendment or the
-1-
<PAGE> 2
performance by the parties of their respective obligations hereunder. Subject to
the conditions contained herein and performance by Borrower all of the terms of
this Amendment after the date hereof, Bank shall, until March 31, 1999 or such
date that there shall occur any further Event of Default, which ever occurs
first, forbear from exercising any remedies that it may have against Borrower as
a result of the occurrence of the Events of Default. Such forbearance does not
apply to any other Event of Default or other failure by Borrower to perform in
accordance with the Loan Documents or this Amendment. This forbearance shall not
be deemed a continuing waiver or forbearance with respect to any Event of
Default of a similar nature that may occur after the date of this Amendment.
4. Amendments to Loan Documents. The Loan Documents are amended as
follows:
a. Section 2.1 is amended in its entirety to read as follows:
"Upon the request of Borrower, made at any time and from time to
time during the term hereof, and so long as no Event of Default has
occurred, Bank shall lend to Borrower an amount equal to the
Borrowing Base; provided, however, that in no event shall Bank be
obligated to make advances to Borrower under this Section 2.1
whenever the Daily Balance exceeds, at any time, either the
Borrowing Base or the sum of TWO MILLION TWO-HUNDRED THOUSAND AND
NO/100 DOLLARS ($2,200,000.00), such amount being referred to herein
as "Overadvance."
b. Section 6.16(c) is amended to read as follows:
"In addition to the financial statements requested above, Borrower
agrees to provide Bank with the following schedules:
Accounts Receivable Aging on a Monthly Basis.
Accounts Payable Aging on a Monthly Basis.
Borrowing Base Certificates on a Monthly Basis - for both product
sales and service contracts.
Cash Receipts and Disbursements Analysis, as evidenced by Borrower's
Daily Cash Report in form and substance acceptable to Bank, on a
Daily Basis."
c. Section 6.17(b) is deleted in its entirety.
d. Section 6.17(e) is deleted in its entirety.
e. The following is added to Section 6.17(j):
"Cash Flow on a weekly basis, as delineated on the Daily Cash
Receipts and Disbursement Analysis, will be $1.00 or greater."
5. Overadvance. Borrower acknowledges and agrees that as of the date of
this Amendment, there exists an Overadvance, as defined in the Loan Agreement,
in the amount of
-2-
<PAGE> 3
FIVE-HUNDRED EIGHTY-SEVEN THOUSAND AND NO/100 DOLLARS ($587,000.00) (the
"Overadvance").
6. Reduction of Existing Debt and Overadvance. Commencing January 1, 1999,
and continuing thereafter until paid in full, Borrower agrees to remit monthly
payments to the Bank in the amount of $50,000 to retire the principal amount of
the Overadvance. In addition, commencing that date and continuing thereafter,
Borrower agrees to make interest-only payments on the balance of the Existing
Debt, on the terms set forth herein and in the Loan Documents.
7. Fees and Expenses. Borrower agrees to pay to Bank a fee equal to
Twenty-Two Thousand Dollars ($22,000), which fee shall be deemed to be fully
earned, nonrefundable and payable in full as of the date hereof (the "Amendment
Fee"). In addition, as a condition to the effectiveness of this Amendment,
Borrower shall pay to Bank all Bank expenses incurred in connection with the
preparation and negotiation of this Amendment.
8. Representations and Warranties. Borrower represents and warrants that
the Representations and Warranties contained herein and in the Loan Documents
are true and correct as of the date of this Amendment (except such
representations and warranties to be expressly true as of a specific date), and
that no Event of Default except as set forth herein, has occurred.
9. Conditions Precedent. The effectiveness of this Amendment is subject to
the following conditions precedent:
1. Receipt by Bank of the following (each of which shall be in form
and substance satisfactory to Bank and its counsel):
a. this Amendment, and such other agreements and
instruments reasonably requested by Bank pursuant hereto (including such
documents as are necessary to create and perfect Bank's security interest in the
Collateral), each duly executed by Borrower.
b. a certificate of the secretary of Borrower with respect
to incumbency and resolutions authorizing the execution and delivery of this
Amendment, in form and substance acceptable to Bank;
2. Receipt by Bank of the Amendment Fee;
3. Texas Micro Inc. ("TMI") shall have affirmed the terms of its
Subordination Agreements with Bank, and shall have waived any defaults of
Borrower existing through the date hereof arising under any agreements or
instruments evidencing the Subordinated Debt;
4. Payment by Borrower of all Bank expenses incurred in the
preparation and negotiation of this Amendment; and
5. Receipt of such other documents, and completion of such other
matters as Bank may reasonably deem necessary or appropriate.
-3-
<PAGE> 4
10. Waiver of Notice and Cure. Borrower acknowledges that an Event (or
Events) of Default occurred under the Loan Documents that, but for this
Amendment, would have entitled Bank to exercise all the remedies available to
Bank under the Loan Documents and applicable law. Borrower waives all notices of
default and fights to cure that are otherwise provided in the Loan Documents or
applicable law, including rights to notice and redemption under California
Uniform Commercial Code sections 9504, 9505 and 9506.
11. Release.
1. Borrower acknowledges that Bank would not enter into this
Amendment without Borrower's assurance that Borrower has no claims against Bank
or any of Bank's officers, directors, employees or agents. Except for the
obligations arising hereafter under this Amendment, Borrower releases Bank and
each of Bank's officers, directors and employees from any known or unknown
claims which Borrower now has against Bank of any nature, including any claims
that Borrower, its successors, counsel, and advisors may in the future discover
they would have now had if they had known facts not now known to them, whether
founded in contract, in tort or pursuant to any other theory of liability,
including but not limited to any claims arising out of or related to the Loan
Documents or the transactions contemplated thereby. Borrower waives the
provisions of California Civil Code section 1542, which states:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his
settlement with the debtor.
2. The provisions, waivers and releases set forth in this section
are binding upon Borrower and Borrower's shareholders, agents, employees,
assigns and successors in interest. The provisions, waivers and releases of this
section shall inure to the benefit of Bank and its agents, employees, officers,
directors, assigns and successors in interest.
3. The provisions of this section shall survive payment in full of
the Obligations, full performance of all the terms of this Amendment and the
Loan Documents, and/or Bank's actions to exercise any remedy available under the
Loan Documents or otherwise.
4. Borrower warrants and represents that Borrower is the sole and
lawful owner of all right, title and interest in and to all of the claims
released hereby and Borrower has not heretofore voluntarily, by operation of law
or otherwise, assigned or transferred or purported to assign or transfer to any
person any such claim or any portion thereof. Borrower shall indemnify and hold
harmless Bank from and against any claim, demand, damage, debt, liability
(including payment of attorneys' fees and costs actually incurred whether or not
litigation is commenced) based on or arising out of any assignment or transfer.
12. Further Assurances. Borrower will take such other actions as Bank may
reasonably request from time to time to perfect or continue Bank's security
interests in Borrower's property, and to accomplish the objectives of this
Agreement.
-4-
<PAGE> 5
13. Consultation of Counsel. Borrower acknowledges that Borrower has had
the opportunity to be represented by legal counsel of its own choice throughout
all of the negotiations that preceded the execution of this Amendment. Borrower
has executed this Amendment after reviewing and understanding each provision of
this Amendment and without reliance upon any promise or representation of any
person or persons acting for or on behalf of Bank. Borrower further acknowledges
that Borrower and its counsel have had adequate opportunity to make whatever
investigation or inquiry they may deem necessary or desirable in connection with
the subject matter of this Amendment prior to the execution hereof and the
delivery and acceptance of the consideration described herein.
14. Miscellaneous.
1. Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of Borrower and Bank and their respective successors
and assigns; provided, however, that the foregoing shall not authorize any
assignment by Borrower of its rights or duties hereunder.
2. Entire Agreement. This Amendment and the Loan Documents contain
the entire agreement of the parties hereto and supersede any other oral or
written agreements or understandings with respect to the subject matter hereof
and thereof.
3. Course of Dealing; Waivers. No course of dealing on the part of
Bank or its officers, nor any failure or delay in the exercise of any right(s)
by Bank, shall operate as a waiver thereof, and any single or partial exercise
of any such right(s) shall not preclude any later exercise of any such right(s).
Bank's failure at any time to require strict performance by Borrower of any
provision shall not affect any right(s) of Bank thereafter to demand strict
compliance and performance. Any suspension or waiver of a right(s) must be in
writing signed by an officer of Bank.
4. Time is of the Essence. Time is of the essence as to each and
every term and provision of this Amendment and the other Loan Documents.
5. Counterparts. This Amendment may be signed in counterparts and
all of such counterparts when properly executed by the appropriate parties
thereto together shall serve as a fully executed document, binding upon the
parties.
6. Legal Effect. The Loan Documents remain in full force and
effect. If any provision of this Amendment conflicts with applicable law, such
provision shall be deemed severed from this Amendment, and the balance of this
Amendment shall remain in full force and effect.
7. WAIVER OF JURY. BANK AND BORROWER ACKNOWLEDGE AND AGREE THAT THE
TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND EXPENSE REQUIRED
FOR A BENCH TRIAL AND HEREBY WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY
JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, RELATED TO OR ARISING OUT OF
THE TRANSACTIONS CONTEMPLATED BY THE LOAN
-5-
<PAGE> 6
DOCUMENTS, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND
ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT
THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS
AMENDMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
8. Assignment and Indemnity. Borrower consents to Bank's assignment
of all or any part of Bank's rights under this Amendment and the Loan Documents.
Borrower shall indemnify and defend and hold Bank and any assignee of Bank's
interests harmless from any actions, costs, losses or expenses (including
attorneys' fees) arising out of such assignment, this Amendment and the Loan
Documents.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.
GENERAL AUTOMATION, INC.
By: /s/ ROLAND TUCKER
-----------------------------------
Roland Tucker
Title: Vice President
COMERICA BANK-CALIFORNIA
By: /s/ RICHARD H. NANCE
-----------------------------------
Richard H. Nance
Title: Chief Financial Officer
-6-
<PAGE> 7
CORPORATE RESOLUTIONS TO BORROW
BORROWER: GENERAL AUTOMATION, INC.
I, the undersigned Secretary or Assistant Secretary of General Automation,
Inc. (the "Corporation"), HEREBY CERTIFY that the Corporation is organized and
existing under and by virtue of the laws of the State of Delaware.
I FURTHER CERTIFY that at a meeting of the Directors of the Corporation
(or by other duly authorized corporate action in lieu of a meeting), duly called
and held, at which a quorum was present and voting, the following resolutions
were adopted.
BE IT RESOLVED, that ANY ONE (1) of the following named officers,
employees, or agents of this Corporation, whose actual signatures are shown
below:
<TABLE>
<CAPTION>
NAMES POSITIONS ACTUAL SIGNATURES
----- --------- -----------------
<S> <C> <C>
Jane M. Christie President, Chief Executive /s/ JANE M. CHRISTIE
Officer
Richard H. Nance Secretary, Treasurer, Chief
Financial Officer /s/ RICHARD H. NANCE
Rick Brega Controller /s/ RICK BREGA
- ---------------- ---------------- ----------------
- ---------------- ---------------- ----------------
</TABLE>
acting for an on behalf of this Corporation and as its act and deed be, and they
hereby are, authorized and empowered:
BORROW MONEY. To borrow from time to time from Comerica Bank-California
("Bank"), on such terms as may be agreed upon between the officers, employees,
or agents and Bank, such sum or sums of money as in their judgment should be
borrowed, without limitation, including such sums as are specified in that
certain Loan and Security Agreement dated as of December 18, 1997, as amended by
that certain Modification to Loan & Security Agreement dated as of January 8,
1998, and that certain Modification to Loan & Security Agreement dated as of May
28, 1998 (collectively, the "Loan Documents").
-7-
<PAGE> 8
EXECUTE NOTES. To execute and deliver to Bank the promissory note or notes
of the Corporation, on Bank's forms, at such rates of interest and on such terms
as may be agreed upon, evidencing the sums of money so borrowed or any
indebtedness of the Corporation to Bank, and also to execute and deliver to Bank
one or more renewals, extensions, amendments, modifications, refinancings,
consolidations, or substitutions for one or more of the notes, or any portion of
the notes.
NEGOTIATE ITEMS. To draw, endorse, and discount with Bank all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness payable
to or belonging to the Corporation or in which the Corporation may have an
interest, and either to receive cash for the same or to cause such proceeds to
be credited to the account of the Corporation with Bank, or to cause such other
disposition of the proceeds derived therefrom as they may deem advisable.
LETTERS OF CREDIT; FOREIGN EXCHANGE. To execute letters of credit
applications, foreign exchange agreements and other related documents pertaining
to Bank's issuance of letters of credit and foreign exchange contracts.
FURTHER ACTS. In the case of lines of credit, to designate additional or
alternate individuals as being authorized to request advances thereunder, and in
all cases, to do and perform such other acts and things, to pay any and all fees
and costs, and to execute and deliver such other documents and agreements as
they may in their discretion deem reasonably necessary or proper in order to
carry into effect the provisions of these Resolutions.
BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
resolutions and performed prior to the passage of these resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Bank may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Bank. Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.
I FURTHER CERTIFY that the officers, employees, and agents named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set forth opposite their respective names; that the
foregoing Resolutions now stand of record on the books of the Corporation; and
that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.
-8-
<PAGE> 9
IN WITNESS WHEREOF, I have hereunto set my hand on January 22, 1999 and
attest that the signatures set opposite the names listed above are their genuine
signatures.
CERTIFIED TO AND ATTESTED BY:
/s/ RICHARD H. NANCE
-----------------------------------
Richard H. Nance, Secretary
-9-
