<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): March 21, 1997
ROSS TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-27016 74-2507960
---------------------- --------------------------- ------------------------
(State or other Commission File No. (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
5316 Highway 290 West, Suite 500
Austin, Texas 78735-8930
- --------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (512) 436-2000
<PAGE> 2
Item 5. Other Events.
1. On March 3, 1997, Ross Technology, Inc. (the "Company") announced
that Roger D. Ross, its Chairman, President and Chief Executive
Officer, had resigned as an officer of the Company and as a member
of its Executive Committee. Mr. Ross' resignation was submitted to
and accepted at a special meeting of the Board of Directors held that
day. Mr. Ross will continue to serve as a member of the Board.
The Company and Mr. Ross are negotiating the terms and conditions of a
severance agreement. Subject to the provisions of such agreement, Mr.
Ross will continue to be a non-officer employee of the Company until
March 31, 1997 or later.
A copy of Mr. Ross' resignation letter is attached hereto as
Exhibit 99.1 and is incorporated herein by reference, and the
foregoing summary is qualified in its entirety by reference to such
Exhibit.
The Board elected Fred T. May as Chairman and Acting President and
Chief Executive Officer, and has begun a search for a new President
and Chief Executive Officer.
A copy of the News Release relating to Mr. Ross' resignation and
Mr. May's election is attached hereto as Exhibit 99.2 and is
incorporated herein by reference, and the foregoing summary is
qualified in its entirety by reference to such Exhibit.
2. On February 21, 1997, the Company established a new credit facility
(the "New DKB Facility") with The Dai-Ichi Kangyo Bank, Limited, New
York Branch ("DKB"). The New DKB Facility is a maximum $25 million
unsecured line of credit. Interest is payable on the New DKB
Facility at DKB's quoted rate, and principal and accrued interest
are due in full in a lump sum on June 30, 1997. In connection with
the New DKB Facility, the Company executed a Promissory Note in
favor of DKB on February 21, 1997. It is expected that the Company
will enter into a Loan Agreement with DKB with respect to the New
DKB Facility in due course.
The Company's majority stockholder, Fujitsu Limited ("Fujitsu"), has
provided a letter of guaranty dated February 20, 1997 to DKB with
respect to the New DKB Facility. A copy of the Fujitsu guaranty to DKB
is attached hereto as Exhibit 99.3 and is incorporated herein by
reference, and the foregoing summary is qualified in its entirety by
reference to such Exhibit.
The New DKB Facility is in addition to the Company's existing $25
million unsecured credit facility with DKB (the "Existing DKB
Facility"), principal and accrued interest of which are payable in full
in a lump sum on July 30, 1997, for which Fujitsu also provided a
guaranty to DKB. The Company has executed a Promissory Note in favor
of DKB and has entered into a Loan Agreement with DKB relating to the
Existing DKB Facility.
As of March 21, 1997 the Company had borrowed the full $25 million of
principal permitted under the Existing DKB Facility at an interest rate
of 5.84% and had borrowed $15 million of principal under the New DKB
Facility at an interest rate of 5.84%. The Company, DKB and Fujitsu
have begun discussions regarding a renewal and extension of the
respective due dates of the Existing DKB Facility and the New DKB
Facility. The Company anticipates that it will be able to obtain the
renewal and extension only if the Company is able to meet any
conditions and requirements that may be imposed by DKB. At this time
the Company does not have the financial resources necessary to repay
the Existing DKB Facility or the New DKB Facility.
-2-
<PAGE> 3
Any renewal and extension of the Existing DKB Facility or the New DKB
Facility may require the reaffirmation, modification, extension or
renewal of the Fujitsu guaranties, which terminate by their terms on
March 31, 1998. There can be no assurance that Fujitsu would in fact
agree to reaffirm, modify, extend or renew either or both of the
existing guaranties, and it has no obligation to do so.
3. On February 26, 1997, the Company repaid in full the outstanding
principal amount of $2,367,930.25 together with accrued interest and
certain fees due under the terms of its revolving credit facility (the
"Asset Facility") with The Chase Manhattan Bank ("Chase") and Texas
Commerce Bank National Association ("TCB"), and the Asset Facility was
terminated. In connection with such repayment and termination, the
Company entered into a Termination and Release Agreement with Chase
(acting in its capacity as agent for Chase and TCB), a copy of which
is attached hereto as Exhibit 99.4 and is incorporated herein by
reference, and the foregoing summary is qualified in its entirety by
reference to such Exhibit.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 Resignation Letter of Roger D. Ross to the Company
dated March 3, 1997.
Exhibit 99.2 News Release dated March 3, 1997, regarding the
resignation of Roger D. Ross and election of
Fred T. May.
Exhibit 99.3 Letter of Guaranty dated February 20, 1997 from Fujitsu
Limited to The Dai-Ichi Kangyo Bank, Limited, New York
branch.
Exhibit 99.4 Termination and Release Agreement dated as of February
26, 1997 between the Company and The Chase Manhattan
Bank.
-3-
<PAGE> 4
SIGNATURES
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 hereunto duly authorized.
ROSS TECHNOLOGY, INC.
By: /s/ Carter L. Godwin
----------------------------------
Carter L. Godwin
Chief Accounting Officer and
Corporate Controller
Date: March 21, 1997
-4-
<PAGE> 1
VIA HAND DELIVERY
[ROSS TECHNOLOGY, INC. LETTERHEAD]
March 3, 1997
Members of the Board of Directors (the "Board")
ROSS Technology, Inc. (the "Company")
Re: Resignation
Gentlemen:
For more than eight years, I have devoted much of my being -- my
mind, my heart, my energy -- to helping our Company grow and prosper. We have
worked together in this process, and have achieved many successes. The
start-up company of 1988 is now a public company that has achieved nine-figure
revenues and a solid presence in the marketplace. In a very real sense, our
joint work over these years has improved the world in which we live.
After many conversations, and with much regret, I understand that the
time has come when my personal connection with the Company must be altered,
although certainly not severed. Accordingly, it is with the deepest personal
emotions that I tender this letter to you.
Subject to and effective immediately upon the Board's formal
acceptance of my resignation subject to the three conditions set forth below, I
hereby resign from my positions as Chairman of the Board, President, Chief
Executive Officer, and a member of the Executive Committee of the Company
(collectively, the "Resigned Positions"). I do not resign from my position as
a member of the Board, and will continue, to the extent mutually agreed, to
provide advisory services to the Chairman of the Company as a non-officer
employee on an at-will basis. Furthermore, it is my understanding that the
Company and I will negotiate promptly and in good faith to agree upon a
severance package with respect to the Resigned Positions. I understand that
"my understanding" as expressed herein does not, in and of itself, create any
enforceable rights or limit in any way the Company's or my absolute discretion
in the negotiations between us.
The conditions of my resignations, as described above, are:
(1) For purposes of any dispute arising out of or relating to my
relationship with the Company, including without limitation my service in the
Resigned Positions, the Company shall be deemed conclusively, without
possibility of rebuttal, to have terminated my service in the Resigned
Positions of its own accord and without concurrence. No action or
agreement -- including, without limitation, my continued service as a Board
member, at-will employee, or consultant -- shall be deemed to constitute or
evidence a waiver, relinquishment or abandonment of any of my rights under this
clause (1) except to the extent explicitly stated in writing.
<PAGE> 2
VIA HAND DELIVERY
(2) My salary, benefits and amenities (including an off-site office
and secretary) will continue during the negotiation of the above-mentioned
severance package, provided that such period of continuance will not extend
beyond March 31, 1997 unless the Company and I each so agree in the absolute
discretion of each.
(3) Except to the extent required by applicable law, interpreted in
good faith, or in connection with a dispute involving potential, threatened or
actual litigation or arbitration, neither I nor the Company will willfully
disparage the other during the two year period commencing on the effective date
of my above resignations. For purposes of this clause:
(a) the Company will be deemed to have made any statements made by
any of its Board members or officers;
(b) in the event that any agent or employee of the Company who is not
described in clause (a) makes prohibited disparaging statements about me that
become public, the Company will have no liability therefor but the Company
will, at my written request, formally rebut such statements by reference to the
contents of the press release describing my resignations;
(c) to "disparage" a person shall mean to make statements, whether
orally or in writing, that (i) are not solely statements of objective fact, and
(ii) would reasonably be understood by the immediate or ultimate audience of
such statements as constituting overall negative or critical commentary upon
the personal or professional character, abilities, behavior or other attributes
of such person, taking into account any positive information contained in the
statements; and
(d) my agreement not to willfully disparage the Company shall
include my agreement not to willfully disparage any officer, director,
employee, or product of the Company.
Again, although I regret the change in my relationship with the
Company, I am proud of my past contributions, and look forward to assisting the
Company in the future. As noted previously, my resignation from the Resigned
Positions is conditioned upon the Board's acceptance of it subject to the three
conditions outlined above. If for any reason the Board does not so accept this
resignation, I shall with pleasure continue to serve in the Resigned Positions.
Sincerely yours,
/s/ ROGER D. ROSS
-----------------------------------
Roger D. Ross
Chairman of the Board and President
<PAGE> 1
[ROSS TECHNOLOGY, INC. LETTERHEAD]
NEWS RELEASE
Press Contact:
John C. Rasco,
Marketing Director
(512) 436-2121
FAX (512) 436-2199
E-Mail: [email protected]
ROGER D. ROSS, FOUNDER, CHAIRMAN AND CEO OF
ROSS TECHNOLOGY RESIGNS; FRED T. MAY
APPOINTED CHAIRMAN AND ACTING CEO
AUSTIN, TEXAS, MARCH 3, 1997-- ROSS Technology, Inc. (Nasdaq: RTEC)
today announced that Roger D. Ross, its Chairman, President and Chief Executive
Officer, had resigned as an officer of the Company and as a member of its
Executive Committee. Mr. Ross' resignation was submitted to and accepted by the
Company's Board of Directors at a special meeting held in Austin today. Mr. Ross
will continue to serve as a member of the Board.
The Board appointed Fred T. May as Chairman and Acting President and
Chief Executive Officer. The Company has already started a search for a new
President and Chief Executive Officer.
--more--
<PAGE> 2
RTEC 3/3/97
Page 2
Mr. Ross and six other founders formed ROSS Technology in August 1988.
Under his leadership, the Company became the premier independent supplier of
microprocessors based upon the SPARC(TM) RISC architecture pioneered by Sun
Microsystems, Inc. The Company's microprocessors have achieved over 100 design
wins and have been incorporated into the systems of over 30 different vendors,
including Sun, Fujitsu Limited, Fujitsu/ICL, Axil, Tatung and Cray. The Company
co-developed the multiprocessing MBus with Sun, and has had a continuous
history of engineering "firsts:" 1990, first multiprocessing open bus standard;
1991, first multiprocessing MBus module; 1992, first multi-die package (now in
the collection of the Smithsonian); 1993, first binary-compatible CPU upgrade;
1994, first 100+ MHz SPARC microprocessor. In 1993 the company first offered
microprocessor module upgrade products for Sun's SPARCstation(TM) systems. In
1996 ROSS for the first time shipped motherboard upgrades and complete SPARC
systems utilizing its hyperSPARC(TM) microprocessors.
Mr. May said, "Roger Ross took ROSS Technology from a small
microprocessor design group to a company with multiple product lines and design
capabilities that ended the April 1996 fiscal year with revenues of $100
million, net income of $17.3 million and 313 employees. Thanks to his creative
leadership over 8-1/2 years, the Company today possesses a very strong
engineering group, a state-of-the-art product portfolio and an exciting
long-term product road map."
"The members of the Board recognized that the Company has reached the
point in its growth where new management skills are needed to capitalize on the
leading edge technologies that the ROSS team has developed. ROSS is continuing
to pursue new microprocessor design wins to major OEM customers together with
system and module upgrade sales to channels and end users. We anticipate no
down time, and the next generation 'Viper' microprocessor design program is on
track. Furthermore, we continue to make good progress in identifying and
recruiting a Chief Financial Officer and other key executives."
--more--
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<PAGE> 3
RTEC 3/3/97
Page 3
Mr. May continued, "The breadth and depth of Roger's understanding of
this technology and its marketplace are profound. Therefore we are pleased that
Roger will continue to make a positive contribution to the Company's strategic
direction as a member of our Board of Directors."
Mr. May also announced that Fujitsu Limited, the Company's majority
shareholder, had reaffirmed its strategic relationship with ROSS. "We are
presently negotiating two significant development agreements with Fujitsu and
look forward to continuing our strategic partnership. We are also discussing
other potential projects and agreements with Fujitsu and other industry
leaders."
Mr. May, 59, who assumes his executive duties immediately, has served
as a Director of the Company since 1991. A resident of Austin for 24 years, he
retired from IBM Corporation in 1987 after serving 26 years in various
positions including Vice President of Engineering and Vice President of Product
Development for the Office Products Division, Development Laboratory Director
and Development Engineering Manager for Advanced IBM Workstations. Presently he
is self-employed as an independent management consultant. From 1987 to 1993 he
also served on the staff of the Electrical and Computer Engineering Department
of the University of Texas at Austin.
On February 13 ROSS Technology reported revenues for the three and nine
months ended December 30, 1996 of $19.4 million and $71.5 million,
respectively. The Company reported a net loss of $35.2 million for the quarter
and $37.6 million for the nine months. The losses included a $37.0 million
inventory writeoff and a $5.8 million writeoff of doubtful accounts receivable
and increases in the allowance for doubtful accounts of $2.4 million for the
quarter and $5.0 million for the nine months. The Company's fiscal year ends on
the Monday nearest to March 31. It currently has 235 employees.
- more -
-3-
<PAGE> 4
RTEC 3/3/97
Page 4
ROSS Overview
ROSS Technology, founded in 1988, is a majority-owned subsidiary of
Fujitsu Limited. A minority position in ROSS is held by Sun Microsystems, Inc.
As of December 31, 1996, the Company's outstanding Common Stock was held 60
percent by Fujitsu, 5 percent by Sun, and 35 percent by employees and the
public. The Company's objective is to drive SPARC, the industry's
highest-volume reduced instruction set computing architecture, to increased
performance leadership and market share. ROSS is one of the industry's most
prominent suppliers of SPARC microprocessors and SPARC system products to both
the OEM and end-user markets.
-4-
<PAGE> 5
RTEC 3/3/97
Page 5
SAFE HARBOR STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
To the extent that this release contains forward-looking statements
with respect to the financial condition, results of operations and business of
the Company, such statements are subject to certain risks and uncertainties
that could cause actual results to differ materially and adversely from those
set forth in the forward-looking statements, including without limitation, the
availability of financial resources adequate to the Company's short-, medium-
and long-term needs, the Company's dependence on the timely development,
pre-production qualification, manufacture, introduction and customer acceptance
of new higher-speed, higher-margin products, the ability of the Company to
successfully implement its strategy of expanding into the system products
business, the various effects on revenue, margins, inventories and operating
expenses of repositioning the Company's product lines and overall business, the
effects of building and maintaining product inventories in the Company's hands
and in its distribution channels, product return and credit risks with
distributors, resellers and customers, the Company's dependence on distributors
and resellers for certain product sales to end-users, the impact on revenue,
margins and inventories of rapidly changing technology, competition, downward
pricing pressures and allocations of product among different distribution
channels, the effects of routine price degradation over time in each of the
Company's product lines, varying customer demand for the Company's products,
supply and manufacturing constraints and costs, the Company's dependence on
outside suppliers for wafer fabrication and raw materials, components and
certain manufacturing services, changes in plans, programs or expenses for
research, development, sales or marketing, the Company's ability to build and
maintain adequate staff infrastructures in the areas of microprocessor design,
product engineering and development, sales and marketing, finance, accounting,
and administration, supplier disputes, customer warranty claims, general
economic conditions, and the other risks and uncertainties described from time
to time in the Company's public announcements and Securities and Exchange
Commission filings, including without limitation the Form S-1 and Final
Prospectus filed in November 1995 and the Company's Quarterly and Annual Reports
on Forms 10-Q and 10-K, respectively. The Company cautions that the foregoing
list of important factors is not exclusive. The Company does not undertake to
update any written or oral forward-looking statement that may be made from time
to time on behalf of the Company.
###
NOTE TO EDITORS
ROSS and the ROSS logo are registered trademarks of ROSS Technology, Inc.
All SPARC trademarks are trademarks or registered trademarks of SPARC
International. hyperSPARC is licensed exclusively to ROSS Technology, Inc.
Products bearing SPARC trademarks are based upon an architecture developed by
Sun Microsystems, Inc. SPARCstation is licensed exclusively to Sun
Microsystems, Inc.
-5-
<PAGE> 1
EXHIBIT 99.3
[FUJITSU LETTERHEAD]
FUJITSU LIMITED
Marunouchi 1-chome, Chiyoda-ku, Tokyo 100, Japan
The Dai-Ichi Kangyo Bank, Ltd.
New York Branch
One World Trade Center, Suite 4911
New York, New York 10048
Feb. 20, 1997
LETTER OF GUARANTY
------------------
Dear Sirs,
In consideration of your making loan of up to the amount of US$25,000,000.00
(in words: U.S.Dollars twenty-five million only) to ROSS Technology, Inc.
(hereinafter called the "Company"), having its principal office in Austin, Texas
and subsidiary of FUJITSU LIMITED, organized under the laws of Japan and having
its principal office at 6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100, Japan,
under a certain loan facility (hereinafter called the "Loan Facility") between
you and the Company, we hereby irrevocably guarantee the full and punctual
payment by the Company of its indebtedness pursuant to the terms of the Loan
Facility, provided that in no event will our obligations and liabilities
hereunder exceed US$25,000,000.00.
The term "Indebtedness" as used in this Guaranty means all outstanding
obligations and liabilities of the Company arising out of or its association
with the loans made under the Loan Facility, whether principal, interest or
expenses, to be paid by the Company pursuant to the terms of the Loan Facilty.
If and to the extent the Company fails to make a full and punctual payment
pursuant to the terms of the Loan Facility, we will, within the reasonable time
of the receipt of your demand, pay you the Indebtedness subject to the
limitation set forth in the first sentence of this Guaranty.
We hereby waive notice of acceptance of the Guaranty, and any right to require
you to proceed against the Company.
<PAGE> 2
[FUJITSU LETTERHEAD]
This Guaranty will be a continuing one and will terminate on March 31, 1998,
but such termination will not release us from our obligations and liabilities
hereunder existing on and as of the date of such termination.
This Guaranty will be governed by and construed in accordance with the law of
Japan.
Yours sincerely,
[Japanese characters] [SEAL] [SEAL]
<PAGE> 1
TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement (the "Agreement") is dated as of
February 26, 1997, and is by and among ROSS TECHNOLOGY, INC., a Delaware
corporation (the "Borrower"), and THE CHASE MANHATTAN BANK, a New York banking
corporation (the "Agent"), acting in its capacity as Agent under the Credit
Agreement defined below.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and certain financial institutions
(collectively the "Banks") are parties to a Credit Agreement dated effective
September 23, 1996 (the "Credit Agreement"), pursuant to which the Banks agreed
to make loans to the Borrower (the "Loans") in the aggregate principal amount
of $15,000,000, which Loans are evidenced by the Notes;
WHEREAS, the obligations of the Borrower to the Banks in respect of the
Loans and all other obligations of the Borrower to the Banks and the Agent
under the Credit Agreement and the Notes are secured, inter alia, by the
collateral and other security interests created and evidenced by the Security
Documents; and
WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Borrower is repaying the Loans, terminating the Total Commitment
and satisfying all of the other Obligations of the Borrower to the Agent and the
Banks under the Credit Agreement and the Notes (except as expressly noted
herein).
NOW, THEREFOR, in consideration of the premises and agreements herein
and the payment of the Loans and such other obligations, the Borrower and the
Agent hereby agree as follows:
l. All terms used herein that are defined in the Credit Agreement and
not otherwise defined herein are used herein as defined therein.
2. As of the date hereof, the aggregate outstanding principal amount
of the Loans is $2,367,930.25. If payment of the outstanding principal amount
of the Loans is made on the date hereof, the accrued interest and other
Obligations (other than principal, attorney's fees and prepayment fees) owing
through such date will be $23,271.76 and the prepayment fee owing through such
date will be $150,000.
3. As of the date hereof, the Borrower is obligated to pay to the
Agent $1,452.04 representing fees and disbursements of counsel to the Agent.
4. The Borrower hereby terminates the Total Commitment and agrees that
the outstanding principal amount of the Loans, the accrued interest thereon,
the prepayment fee and all other Obligations (including the fees and
disbursements of counsel to the Agent) set forth in Paragraphs 2 and 3 hereof
are payable without any deduction, offset, defense or counterclaim.
<PAGE> 2
5. Without recourse and without any representation or warranty of any
kind, subject to Paragraph 10 hereof, (a) the Agent, on behalf of the Banks,
hereby (i) acknowledges the termination of the Notes and the Credit Agreement;
provided, that the obligations of the Borrower and the Banks under Sections 9.5,
10.10, 10.17, 10.18 and 10.20 of the Credit Agreement shall survive the
termination of the Credit Agreement and (ii) agrees that on March 5, 1997, if no
amount is then outstanding and owing by the Borrower to the Agent and/or any of
the Banks under Sections 9.5, 10.10, 10.17, 10.18 and 10.20 of the Credit
Agreement or pursuant to the provisions of Paragraph 8 of this Agreement, the
Agent will then terminate and release any and all liens, security interests or
other charges and encumbrances in favor of the Agent (for the ratable benefit
of the Banks) created by the Security Documents, and (b) the Borrower hereby
releases the Agent and the Banks from any duty, liability, obligation or claim
directly or indirectly arising out of the Credit Agreement, the Notes and the
Security Documents (other than the agreements of the Agent which expressly
survive the termination of the Credit Agreement pursuant to the terms hereof).
6. Following the receipt by the Agent of the amounts referred to in
Paragraphs 2 and 3 hereof, the Agent will (i) mark the Note which is payable to
the Agent, in its capacity as a Bank, "Paid and Satisfied in Full", (ii) deliver
to the Borrower (or to another Person designated by the Borrower), the Note
which is payable to the order of the Agent, in its capacity as a Bank, and (iii)
instruct the other Banks to mark their respective Notes "Paid and Satisfied in
Full" and deliver said Notes to the Borrower (or to another Person designated by
the Borrower). On March 5, 1997, if no amount is then outstanding and owing by
the Borrower to the Agent and/or any of the Banks under Sections 9.5, 10.10,
10.17, 10.18 and 10.20 of the Credit Agreement or pursuant to the provisions of
Paragraph 8 of this Agreement, the Agent will thereafter deliver to the Borrower
(or to another Person designated by the Borrower) normal and customary UCC-3
termination statements (the "Termination Statements") prepared by the Borrower
or its counsel in order to evidence the termination of the security interests
created by the Security Documents (which Termination Statements shall be
executed and delivered by the Agent without representation, warranty or
recourse of any kind).
7. The Agent and the Banks will, at the request of the Borrower,
execute such additional instruments and other writings, and take such other
action as the Borrower may reasonably request to effect or evidence the
satisfaction of the Obligations (other than those Obligations which expressly
survive termination of the effectiveness of the Security Documents or any
instruments executed pursuant thereto or pursuant to the terms hereof), but at
the sole cost and expense of the Borrower.
8. By execution of this Agreement, the Agent, on behalf of itself and the
Banks, acknowledges satisfaction of the Obligations (other than those
Obligations which expressly survive termination of the Credit Agreement in
accordance with terms thereof or pursuant to the terms hereof). This Agreement
shall not release the Borrower from any liability arising from or related to,
and the Borrower agrees to indemnify and reimburse the Agent and the Banks for:
(i) any loss, cost, damage or expense that the Agent or the Banks may suffer or
incur as a result of any non-payment, claim, refund or dishonor of any check,
instrument or other item received by the Agent or any Bank on or prior to the
date hereof for payment made in respect of any of the Obligations, together with
interest thereon and charges and fees related thereto, and (ii) any
2
<PAGE> 3
interest, fees, costs, expenses or other charges of the Agent or any Bank in
connection with any lockbox accounts, blocked accounts, payroll accounts or
other deposit accounts maintained by the Borrower at the Agent or any Bank.
9. This Agreement shall (a) be binding on the Agent and the Borrower and
their respective successors, assigns, heirs and executors, and (b) inure to the
benefit of the Agent, the Banks, the Borrower and their respective successors,
assigns, heirs and executors.
10. The effectiveness of this Agreement is subject to the condition
precedent that the Agent shall have received (a) full payment in respect of the
Obligations by wire transfer of immediately available funds pursuant to the
instructions set forth in Exhibit A attached hereto and (b) original
counterparts of this Agreement duly executed by the Borrower.
11. The Borrower hereby agrees to pay all costs and expenses in
connection with the preparation, execution, delivery, filing and recording of
this Agreement, the documents executed in futherance hereof, and the performance
of any other acts and the execution of any other documents required to effect
the release of any security granted to the Agent (for the ratable benefit of the
Banks), including without limitation, the reasonable fees and disbursements of
counsel to the Agent.
12. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which shall be deemed
to be an original, but all of which taken together shall constitute one and the
same agreement.
13. This Agreement shall be governed by and construed in accordance with
the law of the State of New York.
ROSS TECHNOLOGY, INC., a Delaware
corporation
By: /s/ Carter L. Godwin
-----------------------------
Name: Carter L. Godwin
---------------------------
Title: Chief Accounting Officer
--------------------------
"BORROWER"
THE CHASE MANHATTAN BANK, AGENT
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
"AGENT"
3
