Exhibit 10.31
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For Bank Use Only
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Reviewed by
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Due May 31, 2004
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Customer # 0013592421
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Loan # 34
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INSTALLMENT OR SINGLE PAYMENT
NOTE
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$1,500,00.00
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NOVEMBER 25, 2003
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FOR VALUE RECEIVED, the undersigned
borrower (the “Borrower” ), promises to pay to
the order of U.S. BANK N.A. (the “Bank” ), the
principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100
Dollars ($ 1,500,00.00) the “Loan Amount”
).
1.
Terms for Advance(s).
[Choose One:]s
o
Single Advance.
ý
Multiple Advances . Prior to MAY 31, 2004 or the
earlier termination hereof, the Borrower may obtain advances from
the Bank under this Note in an aggregate amount not exceeding the
Loan Amount. Although this Note is expressed as payable in
the full Loan Amount, the Borrower will be obligated to pay only
the amounts actually disbursed hereunder, together with accrued
interest on the outstanding balance at the rates and on the dates
specified therein and such other charges provided for
herein.
2.
Interest.
The unpaid principal balance will
bear interest at an annual rate equal to the prime rate announced
by the Bank.
The interest rate hereunder will be
adjusted each time that the prime rate changes.
3.
Payment Schedule.
Interest is payable beginning
DECEMBER 31, 2003, and on the same date of each CONSECUTIVE
month thereafter (except that if a given month does not have such a
date, the last day of such month), plus a final interest payment
with the final payment of principal.
Principal is payable on MAY 31,
2004.
4.
Closing Fee.
o If checked here, the Borrower will pay
the Bank a one-time closing fee of $ n/a contemporaneously with
execution of this Note. This fee is in addition to all other fees,
expenses and other amounts due hereunder.
5.
Late Payment Fee.
Subject to applicable law, if
any payment is not made on or before its due date, the Bank may
collect a delinquency charge of 5.00% of the unpaid amount.
Collection of the late payment fee shall not be deemed to be a
waiver of the Bank’s right to declare a default
hereunder.
6.
Calculation of
Interest. Interest
will be computed for the actual number of days principal is unpaid,
using a daily factor obtained by dividing the stated interest rate
by 360.
7.
Default Interest Rate.
Notwithstanding any provision
of this Note to the contrary, upon any default or at any time
during the continuation thereof (including failure to pay upon
maturity), the Bank may, at its option and subject to applicable
law, increase the interest rate on this Note to a rate of 5% per
annum plus the interest rate otherwise payable hereunder.
Notwithstanding the foregoing and subject to applicable law, upon
the occurrence of a default by the Borrower or any guarantor
involving bankruptcy, insolvency, receivership proceedings or an
assignment for the benefit of creditors, the interest rate on this
Note shall automatically increase to a rate of 5% per annum plus
the rate otherwise payable hereunder.
8.
Maximum Rate.
In no event will the interest
rate hereunder exceed that permitted by applicable law. If
any interest or other charge is finally determined by a court of
competent jurisdiction to exceed the maximum amount permitted by
law, the interest or charge shall be reduced to the maximum
permitted by law, and the Bank may credit any excess amount
previously collected against the balance due or refund the amount
to the Borrower.
1
9.
Additional Terms.
10.
Financial Information.
The Borrower will (i)
maintain accounting records in accordance with generally recognized
and accepted principles of accounting consistently applied
throughout the accounting periods involved; (ii) provide the Bank
with such information concerning its business affairs and financial
condition (including insurance coverage) as the Bank may reasonably
request; and (iii) without request, provide the Bank with annual
financial statements prepared by an accounting firm acceptable to
the Bank within 120 days of the end of each fiscal year.
11.
Credit Balances;
Setoff. As
additional security for the payment of the obligations described in
this Note or any document securing or related to the loan evidenced
by this Note (collectively the “Loan Documents”
) and any other obligations of the Borrower to the Bank of any
nature whatsoever (collectively the
“Obligations” ), the Borrower hereby grants to
the Bank a security interest in, a lien on and an express
contractual right to set off against all depository account
balances, cash and any other property of the Borrower now or
hereafter in the possession of the Bank and the right to refuse to
allow withdrawals from any account (collectively
“Setoff” ). The Bank may, at any time upon
the occurrence of a default hereunder (notwithstanding any notice
requirements or grace/cure periods under this or other agreements
between the Borrower and the Bank) Setoff against the Obligations
whether or not the Obligations (including future installments)
are then due or have been accelerated, all without any advance or
contemporaneous notice or demand of any kind to the Borrower, such
notice and demand being expressly waived.
12.
Advances and Paying
Procedure. The
Bank is authorized and directed to credit any of the
Borrower’s accounts with the Bank (or to the account the
Borrower designates in writing) for all loans made hereunder, and
the Bank is authorized to debit such account or any other account
of the Borrower with the Bank for the amount of any principal,
interest or expenses due under the Note or other amount due
hereunder on the due date with respect thereto. Payments due
under the Note and other Loan Documents will be made in lawful
money of the United States. All payments may be applied by
the Bank to principal, interest and other amounts due under the
Loan Documents in any order which the Bank elects. If, upon
any request by the Borrower to the Bank to issue a wire transfer,
there is an inconsistency between the name of the recipient of the
wire and its identification number as specified by the Borrower,
the Bank may, without liability, transmit the payment via wire
based solely upon the identification number.
13.
Defaults. Notwithstanding
any cure periods described below, the Borrower shall immediately
notify the Bank in writing when the Borrower obtains knowledge of
the occurrence of any default specified below.
Regardless of whether the
Borrower has given the required notice, the occurrence of one or
more of the following shall constitute a default:
(a)
Nonpayment.
The Borrower shall fail to
pay (i) any interest due on this Note or any fees, charges, costs
or expenses under the Loan Documents by 5 days after the same
becomes due; or (ii) any principal amount of this Note when
due.
(b)
Nonperformance.
The Borrower or any guarantor
of the Borrower’s Obligations to the Bank (
“Guarantor” ) shall fail to perform or observe
any agreement, term, provision, condition, or covenant (other than
a default occurring under (a), (c), (d), (e), (f) or (g) of this
paragraph 13) required to be performed or observed by the Borrower
or any Guarantor hereunder or under any other Loan Document or
other agreement with or in favor of the Bank.
(c)
Misrepresentation.
Any financial information,
statement, certificate, representation or warranty given to the
Bank by the Borrower or any Guarantor (or any of their
representatives) in connection with entering into this Note or the
other Loan Documents and/or any borrowing thereunder, or required
to be furnished under the terms thereof, shall prove untrue or
misleading in any material respect (as determined by the Bank in
the exercise of its judgment) as of the time when given.
(d)
Default on Other
Obligations. The
Borrower or any Guarantor shall be in default under the terms of
any loan agreement, promissory note, lease, conditional sale
contract or other agreement, document or instrument evidencing,
governing or securing any indebtedness owing by the Borrower or any
Guarantor to the Bank or any indebtedness in excess of $10,000
owing by the Borrower to any third party, and the period of grace,
if any, to cure said default shall have passed.
(e)
Judgments.
Any judgment shall be
obtained against the Borrower or any Guarantor which, together with
all other outstanding unsatisfied judgments against the Borrower
(or such Guarantor), shall exceed the sum of $10,000 and shall
remain unvacated, unbonded or unstayed for a period of 30 days
following the date of entry thereof.
(f)
Inability to Perform;
Bankruptcy/Insolvency. (i) The Borrower or any Guarantor shall
die or cease to exist; or (ii) any Guarantor shall attempt to
revoke any guaranty of the Obligations described herein, or any
guaranty becomes unenforceable in whole or in part for any reason;
or (iii) any bankruptcy, insolvency or receivership proceedings, or
an assignment for the benefit of creditors, shall be commenced
under any Federal or state law by or against the Borrower or any
Guarantor; or (iv) the Borrower or any Guarantor shall become the
subject of any out-of-court settlement with its creditors; or (v)
the Borrower or any Guarantor is unable or admits in writing its
inability to pay its debts as they mature; or (vi) if the Borrower
is a limited liability company, any member thereof shall withdraw
or otherwise become disassociated from the Borrower.
(g)
Adverse Change;
Insecurity. (i)
There is a material adverse change in the business, properties,
financial condition or affairs of the Borrower or any Guarantor, or
in any collateral securing the Obligations; or (ii) the Bank in
good faith deems itself insecure.
14.
Termination of Loans; Additional
Bank Rights. Upon
the occurrence of any of the events identified in paragraph 13, the
Bank may at any time (notwithstanding any notice requirements or
grace/cure periods under this or other agreements between the
Borrower
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and the Bank) (i) immediately terminate its
obligation, if any, to make additional loans to the Borrower; (ii)
Setoff; and/or (iii) take such other steps to protect or preserve
the Bank’s interest in any collateral, including without
limitation, notifying account debtors to make payments directly to
the Bank, advancing funds to protect any collateral and insuring
collateral at the Borrower’s expense; all without demand or
notice of any kind, all of which are hereby waived.
15.
Acceleration of
Obligations. Upon
the occurrence of any of the events identified in paragraph 13(a)
through 13(e) and 13(g), and the passage of any applicable cure
periods, the Bank may at any time thereafter, by written notice to
the Borrower, declare the unpaid principal balance of any
Obligations, together with the interest accrued thereon and other
amounts accrued hereunder and under the other Loan Documents, to be
immediately due and payable; and the unpaid balance shall thereupon
be due and payable, all without presentation, demand, protest or
further notice of any kind, all of which are hereby waived, and
notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents. Upon the occurrence of any event
under paragraph 13(f), the unpaid principal balance of any
Obligations, together with all interest accrued thereon and other
amounts accrued hereunder and under the other Loan Documents, shall
thereupon be immediately due and payable, all without presentation,
demand, protest or notice of any kind, all of which are hereby
waived, and notwithstanding anything to the contrary contained
herein or in any of the other Loan Documents. Nothing contained
in paragraph 13 or 14 or this paragraph shall limit the
Bank’s right to Setoff as provided in this
Note.
16.
Collateral.
This Note is secured by any
and all security interests, pledges, mortgages or liens now or
hereafter in existence granted to the Bank to secure indebtedness
of the Borrower to the Bank (unless prohibited by law), including,
without limitation, as described in the following documents:
COLLATERAL PLEDGE AGREEMENT DATED NOVEMBER 25, 2003
17.
Guaranties.
This Note is guarantied by
each and every guaranty now or hereafter in existence guarantying
the indebtedness of the Borrower to the Bank (except for any
guaranty expressly limited by its terms to a specific separate
obligation of Borrower to the Bank) including, without limitation,
the following: N/A
18.
Additional Bank
Rights. Without
affecting the liability of any Borrower, endorser, surety or
guarantor, the Bank may, without notice, renew or extend the time
for payment, accept partial payments, release or impair any
collateral security for the payment of this Note, or agree not to
sue any party liable on it.
19.
Warranties.
The Borrower makes the
following warranties: (A) This Note and the other Loan Documents
are the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their terms.
(B) The execution, delivery and performance of this Note and all
other Loan Documents to which the Borrower is a party (i) are
within the borrower’s power; (ii) have been duly authorized
by all appropriate entity action; (iii) do not require the approval
of any governmental agency; and (iv) will not violate any law,
agreement or restriction by which the Borrower is bound. (C) If the
Borrower is not an individual, the Borrower is validly existing and
in good standing under the laws of its state of organization, has
all requisite power and authority and possesses all licenses
necessary to conduct its business and own its
properties.
20.
Waivers; Relationship to Other
Documents. All
Borrowers, endorsers, sureties and guarantors waive presentment,
protest, demand, and notice of dishonor. No delay on the part of
the Bank in exercising any right, power or privilege hereunder or
under any of the other Loan Documents will operate as a waiver
thereof, nor will any single or partial exercise of any right,
power or privilege hereunder preclude other or further exercise
thereof or the exercise of any other right, power or privilege. The
warranties, covenants and other obligations of the Borrower (and
rights and remedies of the Bank) in this Note and all related
documents are intended to be cumulative and to supplement each
other.
21.
Expenses and Attorneys’
Fees. Upon demand,
the Borrower will immediately reimburse the Bank and any
participant in the Obligations ( “Participant” )
for all attorneys’ fees and all other costs, fees and
out-of-pocket disbursements incurred by the Bank or any Participant
in connection with the preparation, execution, delivery,
administration, defense and enforcement of this Note or any of the
other Loan Documents, including attorneys’ fees and all other
costs and fees (a) incurred before or after commencement of
litigation or at trial, on appeal or in any other proceeding, (b)
incurred in any bankruptcy proceeding and (c) related to any
waivers or amendments with respect thereto (examples of costs and
fees include but are not limited to fees and costs for: filing,
perfecting or confirming the priority of the Bank’s lien,
title searches or insurance, appraisals, environmental audits and
other reviews related to the Borrower, any collateral or the loans,
if requested by the Bank). The Borrower will also reimburse
the Bank and any Participant for all costs of collection before and
after judgment, and the costs of preservation and/or liquidation of
any collateral.
22.
Applicable Law and Jurisdiction;
Interpretation; Joint Liability; Severability.
This Note and all other Loan
Documents shall be governed by and interpreted in accordance with
the internal laws of the State of OREGON, except to the extent
superseded by Federal law. Invalidity of any provisions of
this Note shall not affect any other provision. THE BORROWER
HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT SITUATED IN THE COUNTY OR FEDERAL JURISDICTION OF THE
BANK’S BRANCH WHERE THE LOAN WAS ORIGINATED, AND WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS , WITH REGARD TO ANY
ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS NOTE, THE
COLLATERAL, ANY OTHER LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING
THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE
FOREGOING. Nothing herein shall affect the Bank’s rights to
serve process in any manner permitted by law, or limit the
Bank’s right to bring proceedings against the Borrower in the
competent courts of any other jurisdiction or jurisdictions.
This Note, the other Loan Documents and any amendments hereto
(regardless of when executed) will be deemed effective and accepted
only upon the Bank’s receipt of the executed originals
thereof. If there is more than one Borrower, the liability of the
Borrowers shall be joint and several, and the reference to
“Borrower” shall be deemed to refer to all
Borrowers. Invalidity of any provision of this Note shall not
affect the validity of any other provision.
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23.
Participations/Guarantors/Successors.
The Bank may, at its option,
sell all or any interests in the Note and other Loan Documents to
other financial institutions (the “ Participant
”), and in connection with such sales (and thereafter)
disclose any financial information the Bank may have concerning the
Borrower to any such Participant or potential Participant.
From time to time, the Bank may, in its discretion and without
obligation to the Borrower, any Guarantor or any other third party,
disclose information about the Borrower and this loan to any
Guarantor, surety or other accommodation party. This
provision does not obligate the Bank to supply any information or
release the Borrower from its obligation to provide such
information, and the Borrower agrees to keep all Guarantors advised
of its financial condition and other matters which may be relevant
to the Guarantors’ obligations to the Bank. The rights,
options, powers and remedies granted in this Agreement and the
other Loan Documents will extend to the Bank and to its successors
and assigns, will be binding upon the Borrower and its successors
and assigns and will be applicable hereto and to all renewals
and/or extensions hereof.
24.
Copies; Entire Agreement;
Modification. The
Borrower hereby acknowledges the receipt of a copy of this Note and
all other Loan Documents. This Note is a “transferable
record” as defined in applicable law relating to electronic
transactions. Therefore, the holder of this Note may, on
behalf of Borrower, create a microfilm or optical disk or other
electronic image of this Note that is an authoritative copy as
defined in such law. The holder of this Note may store the
authoritative copy of such Note in its electronic form and then
destroy the paper original as part of the holder’s normal
business practices. The holder, on its own behalf, may
control and transfer such authoritative copy as permitted by such
law.
IMPORTANT: READ BEFORE
SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY
BECAUSE ONLY THOSE TERMS IN WRITING, EXPRESSING CONSIDERATION AND
SIGNED BY THE PARTIES ARE ENFORCEABLE. NO OTHER TERMS OR ORAL
PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY
ENFORCED. THE TERMS OF THIS AGREEMENT MAY ONLY BE CHANGED BY
ANOTHER WRITTEN AGREEMENT. THIS NOTICE SHALL ALSO BE EFFECTIVE WITH
RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN
BORROWER AND THE BANK. A MODIFICATION OF ANY OTHER CREDIT
AGREEMENTS NOW IN EFFECT BETWEEN BORROWER AND THE BANK, WHICH
OCCURS AFTER RECEIPT BY BORROWER OF THIS NOTICE, MAY BE MADE ONLY
BY ANOTHER WRITTEN INSTRUMENT. ORAL OR IMPLIED MODIFICATIONS
TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD NOT BE
RELIED UPON.
25.
Waiver of Jury Trial. THE
BORROWER AND THE BANK HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO
ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY
COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING
THEREFROM OR CONNECTED THERETO. THE BORROWER AND THE BANK
EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY,
WILLINGLY AND VOLUNTARILY GIVEN.
26.
Attachments. All documents
attached hereto, including any appendices, schedules, riders, and
exhibits to this Installment or Single Payment Note, are hereby
expressly incorporated by reference.
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(Individual Borrower)
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BIOJECT MEDICAL TECHNOLOGIES INC.
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Borrower Name (Organization)
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a
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OREGON Corporation
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Borrower Name
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N/A
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By
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/s/ Michael A. Temple
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Name and Title
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MICHAEL A. TEMPLE, EXECUTIVE VICE
PRESIDENT
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By
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Borrower Name
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N/A
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Name and Title
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Borrower Address:
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7620 SW BRIDGEPORT ROAD, PORTLAND,
OR 97224
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Borrower Telephone No.:
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4
CORPORATE RESOLUTION FOR
BORROWING AND/OR PLEDGING ASSETS
BIOJECT MEDICAL TECHNOLOGIES
INC.
NAME OF CORPORATION
WHEREAS, this corporation may enter
into financial transactions or accommodations with U.S. BANK N.A.
(the “Bank” ) from time to time;
NOW, THEREFORE, RESOLVED, that any 1
of the officers of this corporation denoted below: [mark
authorized officers]
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o
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Chairman of the Board
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Treasurer
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Other:
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EXECUTIVE VICE PRESIDENT
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o
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President
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Secretary
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o
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Other:
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o
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Any Vice President
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o
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Any Assistant Treasurer
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o
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Other:
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o
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Any Assistant Secretary
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o
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Other:
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is (are) authorized, on behalf of and in the
name of this corporation, (a) to borrow money from the time to time
in such amounts as such officer(s) shall deem advisable; (b) to
make, execute, seal with the corporate seal, and deliver to the
Bank, from time to time, loan agreements, disbursing agreements,
notes, applications for letters of credit, and other evidence of or
agreements concerning such indebtedness, in such amounts with such
maturities, at such rates of interest, and upon such terms and
conditions as said officer(s) shall approve; (c) to pledge, assign,
mortgage or otherwise grant a security interest in any or all real
property, fixtures, tangible or intangible personal property, or
any other assets of this corporation, to execute, seal with the
corporate seal, and deliver to the Bank such security agreements,
chattel mortgages, assignments, financing statements, real estate
mortgages, deeds of trust, lease or rental assignments, assignments
of life insurance, agreements not to encumber, or other agreements
respecting any or all interests in real or personal property now
owned or hereafter acquired by this corporation as may be requested
by the Bank to secure any obligations of this corporation to the
Bank or to secure the obligations of a third party to the Bank, now
existing or hereafter arising, all upon such terms and conditions
as said officer(s) shall approve, and to perform such acts required
of this corporation in such agreements or otherwise to perfect such
security interests; (d) to sell to the Bank, with or without
recourse, accounts, contract rights, general intangibles,
instruments, documents, chattel paper, equipment, inventory,
insurance policies, deposit accounts, rights in action or other
personal property of this corporation; (e) to endorse or assign and
deliver such property to the Bank, and from time to time to
withdraw and make substitutions of such property, or to sell such
property to third persons and cause the proceeds of such sales to
be applied against the obligations of this corporation to the Bank;
(f) to give subordinations, guaranties or other financial
accommodations to the Bank (it being the judgment of the governing
body of this corporation that any such guaranties may reasonably be
expected to benefit the corporation); and (g) to endorse and
deliver for discount with the Bank, notes, certificates of deposit,
bills of exchange, orders for the payment of money, chattel paper,
commercial, or other business paper, howsoever drawn, either
belonging to or coming into the possession of this
corporation. The signature(s) of said officer(s) appearing on
any of the foregoing instruments shall be conclusive evidence of
(his/her) (their) approval thereof.
FURTHER RESOLVED, that the authority
granted to the officers of this corporation shall continue in full
force and effect, and said Bank may rely thereon in dealing with
such officers, unless and until written notice of any change in or
revocation of such authority shall be delivered to said Bank to the
attention of Commercial Loan Servicing by an officer or director of
this corporation, and any action taken by said officers and relied
on by said Bank pursuant to the authority granted herein prior to
its receipt of such written notice shall be fully and conclusively
binding on this corporation.
FURTHER RESOLVED, that the actions
of any officer of this corporation heretofore taken in borrowing
money from the Bank for and on behalf of this corporation, and in
securing such indebtedness in any manner authorized herein, and in
selling or assigning property of this corporation to the Bank with
or without recourse, and in discounting with the Bank commercial
and other business paper, be and the same hereby are in all
respects ratified, confirmed and approved.
FURTHER RESOLVED, that in
consideration of any loans or other financial accommodation made by
the Bank to this corporation, this corporation shall be authorized
to and shall assume full responsibility for and hold the Bank
harmless from any and all payments made or any other actions taken
by the Bank in reliance upon the signatures, including facsimiles
thereof, of any person or persons holding the offices of this
corporation designated above regardless of whether or not the use
of the facsimile signature was unlawful or unauthorized and
regardless of by whom or by what means the purported signature or
facsimile signature may have been affixed to any instrument if such
signatures reasonably resemble the specimen or facsimile signatures
as provided to the Bank, or for refusing to honor any signatures
not provided to the Bank; and that this corporation agrees to
indemnify the Bank against any and all claims, demands, losses,
costs, damages or expenses suffered or incurred by the Bank
resulting from or arising out of any such payment or other
action. The foregoing indemnification shall be effective and
may be enforced by the Bank upon delivery to the Bank of a copy of
this resolution certified by the Secretary, Assistant Secretary or
any other officer of this corporation.
FURTHER RESOLVED, that the
Secretary, Assistant Secretary or any other officer of this
corporation is authorized and directed to certify to the Bank the
foregoing resolutions and that the provisions thereof are in
conformity with the Articles of Incorporation and By-Laws of this
corporation and to certify to the Bank the names of the persons now
holding the offices referred to above and any changes hereafter in
the persons holding said offices together with specimens of the
signatures of such present and future officers.
FURTHER RESOLVED, that all prior
resolutions of this corporation authorizing the borrowing of money
from the Bank and the securing thereof, be and they hereby are
rescinded and superseded as to all borrowings from the Bank and
security transactions with respect thereto effected after the date
of adoption of these resolutions.
I HEREBY CERTIFY that I am the duly
elected, qualified and acting Secretary (or as otherwise designated
below) and the custodian of the records of the above-named
corporation, a corporation organized and existing and in good
standing under the laws of the State of OREGON. The foregoing
resolutions (i) are true and correct copies of the resolutions duly
adopted in accordance with law and the Charter or Articles or
Certificate of Incorporation and By-Laws or Code of Regulations, as
applicable, of the corporation and that such resolutions are now in
full force and effect without modifications and are duly recorded
in the minute book of the corporation or (ii) are otherwise in
conformity with existing resolutions, the Charter or Articles or
Certificate of Incorporation and By-Laws or Code of Regulations, as
applicable, of the corporation, and permit the officers designated
herein to undertake all the activities set forth above.
I FURTHER CERTIFY that set forth
below are the true titles, names and genuine signatures of the duly
elected or appointed, qualified and acting officers of said
corporation presently holding such offices who are authorized under
the foregoing resolutions:
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Title
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Name*
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Signature*
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Chairman of the Board
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President
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Vice President
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Treasurer
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Secretary
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Assistant Treasurer
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Assistant Secretary
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MICHAEL A. TEMPLE
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Other
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EXECUTIVE VICE PRESIDENT
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/s/ Michael A. Temple
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Name & Title
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Other
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Name & Title
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Other
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Name & Title
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Other
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Name & Title
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I FURTHER CERTIFY that copies of the
Charter or Articles or Certificate of Incorporation and By-Laws or
Code of Regulations, as applicable, of the corporation which have
heretofore been delivered to the Bank or which are delivered
herewith are true and correct copies and that such Charter or
Articles or Certificate and By-Laws or Code of Regulations, as
applicable, are presently in full force and effect.
IN WITNESS WHEREOF, I have affixed
my name in my official capacity and have caused the corporate seal
of the corporation to be hereunto affixed
on .
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(CORPORATE SEAL)
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/s/ [ILLEGIBLE]
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Secretary
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* Only the names and signatures of officers who
will act in transactions with the Bank need be inserted.
CORPORATE RESOLUTION FOR GUARANTY
AND PLEDGE OF ASSETS
BIOJECT INC.
CORPORATE NAME OF GUARANTOR
WHEREAS, BIOJECT MEDICAL
TECHNOLOGIES INC., a OREGON Corporation (the “
Borrower” ) proposes to borrow from U.S. BANK N.A.
(the “Bank” ); and
WHEREAS, Bank has required as a
condition of making such loans to Borrower that this corporation
guarantee payment of such borrowing and of all present and future
indebtedness, obligations and liabilities of Borrower to Bank;
and
WHEREAS, this corporation is a
parent corporation of the Borrower, does business with Borrower,
leases assets from the Borrower or will otherwise derive a direct
and substantial business benefit from the loans made to the
Borrower by the Bank, the governing body of this corporation has
determined that the guarantee of the Borrower’s obligations
may reasonably be expected to benefit this corporation, and it is
in the best interests of this corporation that the Borrower receive
the loans from the Bank;
NOW, THEREFORE, RESOLVED, that any 1
of the officers of this corporation denoted below: [mark
authorized officers]
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o
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Chairman of the Board
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o
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Treasurer
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ý
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Other: EXECUTIVE VICE PRESIDENT
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o
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President
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o
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Secretary
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o
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Other:
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o
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Any Vice President
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o
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Any Assistant Treasurer
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o
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Other:
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o
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Any Assistant Secretary
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o
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Other:
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is (are) authorized and directed for and on
behalf of and in the name of this corporation (a) to execute and
deliver to the Bank a guaranty agreement pursuant to which the due
and punctual payment of all Borrower’s present and future
debts, obligations and liabilities to the Bank are guaranteed by
this corporation and containing such other provisions including
without limitation, waivers of notice, provisions releasing the
Bank from any duties to perfect or realize on any collateral, and
all such other provisions as the Bank may require and such officers
approve; (b) to pledge, assign, mortgage or otherwise grant a
security interest in any or all real property, fixtures, tangible
or intangible personal property, or any other assets of this
corporation, to execute, seal with the corporate seal, and deliver
to the Bank such security agreements, chattel mortgages,
assignments, financing statements, real estate mortgages, deeds of
trust, lease or rental assignments, assignments of life insurance,
agreements not to encumber or other agreements respecting any or
all interests in real or personal property now owned or hereafter
acquired by this corporation as may be requested by the Bank to
secure any obligation of this corporation to the Bank or of the
Borrower to the Bank, now existing or hereafter arising pursuant to
such guaranty agreement or otherwise, all on such terms and
conditions as said officer(s) shall approve, and to perform such
acts required
