1
EXHIBIT 10.15
[HERITAGE LEASING CAPITAL LETTERHEAD]
EFA No. 16281-1
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EQUIPMENT FINANCING COMMITMENT
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Subject to the terms set forth in this commitment, the following equipment
financing transaction is agreed to by the undersigned Debtor and Heritage
Leasing Capital ("Secured Party") in connection with the terms of the Equipment
Financing Agreement herein referenced (the "Agreement").
Equipment Financing Agreement: dated as of April 28, 1994
Equipment (all Equipment to be acceptable to Secured Party): COMPUTER AND
LABORATORY EQUIPMENT.
Commitment Amount: $400,000.00
Installment Payments: 48 payments of 2.442% of advance payable monthly in
advance First and last such payments due at time of
scheduling.
Commitment Expiration Date: June 30, 1994. As more fully explained below.
Security Party has no obligation to make any
advance with respect to Equipment not covered by
a Schedule to the Agreement executed by Secured
Party and Debtor on or prior to this date.
Debtor will comply with, procure, execute and or have executed, acknowledge,
have acknowledged, deliver to Secured Party, record and file any documents set
forth in Exhibit A or accompanying this commitment. The form, substance and
sufficiency of all documents and showings employed in documenting the
contemplated financing transaction must be acceptable to Secured Party and its
counsel. Debtor will do likewise as to such further documents and showings as
Secured Party and its counsel may now or hereafter deem necessary or advisable
to protect Secured Party's rights under the Agreement and interest in the
Equipment. Debtor will pay as directed by Secured Party or reimburse Secured
Party for all searches, filings, title reports, attorney's services and other
charges incurred by Secured Party in connection with all such documents and
showings and any similar documents and showings Secured Party may procure.
Secured Party may, at its option, terminate its obligations to Debtor hereunder
with respect to any and all unscheduled Items of Equipment: (a) at or
subsequent to the Commitment Expiration Date, (b) upon the advent of a material
adverse change in Debtor's financial condition or Debtor's probable ability to
perform its obligations under the Agreement, (c) if the Agreement or any other
agreement under which Debtor has obligations to Secured Party is in default or
an event which with the giving of notice or lapse of time or both would
constitute such a default has occurred and is continuing or (d) with respect to
which more than fifteen percent (15%) would be advanced for shipping costs,
installation charges and design costs by giving Debtor written notice of such
termination.
ACCEPTED AND AGREED to as of ACCEPTED AND AGREED to as of
April 28, 1994 April 28, 1994
--------------------------------------- ---------------------------------
Heritage Leasing Capital VIASAT, INC.
(Secured Party) ---------------------------------
5775 Chesapeake Court (Debtor)
San Diego, CA 92123
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Carlsbad, CA 92009
-------------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President
By:_________________________________ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Title) of
Administration
By:___________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Title)
By:___________________________________
(Title)
2
[HERITAGE LEASING CAPITAL LETTERHEAD] Page 1 of 2
EFA No. 16281-1
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EXHIBIT A TO EQUIPMENT FINANCING COMMITMENT
Accepted by ▇▇▇▇▇▇ as of April 28, 1994
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These provisions hereby become part of the Equipment Financing Commitment dated
April 28, 1994, between HERITAGE LEASING CAPITAL and its assignee(s), Secured
Party, and VIASAT, INC., Debtor.
In addition to the terms of the Agreement, ▇▇▇▇▇▇ further agrees to the
following additional provisions:
1. UCC SEARCH/RELEASES
--------------------
The Secured Party may search all public records of Debtor to locate and
identify any conflicting liens against the above referenced Equipment.
Releases from any intervening parties holding a security interest in
said Equipment shall be required prior to funding provided herein.
2. TYPE OF FINANCING
-----------------
This is a net equipment financing transaction whereby maintenance,
insurance, property taxes, and all items of a similar nature are for
the account of the Debtor.
3. EXPENSES
--------
All expenses associated with the completion of this Agreement
including, but not limited to, UCC filing fees and searches,
documentation costs, legal expenses, and equipment verification
costs are for the account of the Debtor.
4. MASTER AGREEMENT
----------------
This is a Master Equipment Financing Agreement whereby Schedules may be
funded as equipment is delivered. Each Schedule to the Agreement,
however, shall cover equipment with a minimum aggregate cost of
$20,000.00.
INITIAL
/s/
3
[HERITAGE LEASING CAPITAL LETTERHEAD] Page 2 of 2
EFA No. 16281-1
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EXHIBIT A TO EQUIPMENT FINANCING COMMITMENT
Accepted by ▇▇▇▇▇▇ as of April 28, 1994
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5. INSTALLMENT PAYMENT AMOUNT
--------------------------
The installment payment amount of $24.42 per $1,000.00 of advance
payable monthly in advance is based on the yield of two-year Treasury
Notes yielding 5.03% as published in the Wall Street Journal on
Wednesday, March 23, 1994 (the "Index") and will apply for all schedules
funded by April 30, 1994. If a financing schedule is funded after April
30, 1994 the rate shall be increased proportionally to any increase in
the Index. No downward adjustment will be made below the floor index
rate of 5.03%. Once a schedule is funded, however, the rate will then be
fixed for the term of the agreement.
6. COMMITMENT EXPIRATION DATE
--------------------------
The commitment expiration date of June 30, 1994 may be extended ninety
(90) days upon review by Secured Party of the Debtor's then current
financial condition. ▇▇▇▇▇▇ agrees to provide Secured Party such
financial information and other information Secured Party may reasonably
request to evaluate Debtor's financial condition for purposes of
granting such extension.
INITIAL
/s/
4
[HERITAGE LEASING CAPITAL LETTERHEAD]
EFA No. 16281-1
EQUIPMENT FINANCING AGREEMENT
THIS EQUIPMENT FINANCING AGREEMENT ("agreement") is dated as of the
date set forth at the foot hereof and is between HERITAGE LEASING
CAPITAL ("Secured Party") and the debtor designated at the foot
hereof ("Debtor").
1. EQUIPMENT; SECURITY INTEREST. The terms and conditions of this agreement
cover each item of machinery, equipment and other property
(individually an "Item" or "Item of Equipment" and collectively the
"Equipment") described in a schedule now or hereafter executed by the
parties hereto and made a part hereof (individually a "Schedule" and
collectively the "Schedules"). Debtor hereby grants Secured Party a
security interest in and to all Debtor's right, title and interest in
and to the Equipment under the Uniform Commercial Code, such grant with
respect to an Item of Equipment to be as of Debtor's execution of a
related equipment financing commitment referencing this agreement or,
if Debtor then has no interest in such Item, as of such subsequent time
as Debtor acquires an interest in the Item. Such security interest is
granted by ▇▇▇▇▇▇ to secure performance by ▇▇▇▇▇▇ of Debtor's
obligations to Secured Party hereunder and under any other agreements
under which Debtor has or may hereafter have obligations to Secured
Party. Debtor will ensure that such security interest will be and
remain a sole and valid first lien security interest subject only to
the lien of current taxes and assessments not in default but only if
such taxes are entitled to priority as a matter of law.
2. DEBTOR'S OBLIGATIONS. The obligations of Debtor under this agreement
respecting an Item of Equipment, except the obligation to pay
installment payments with respect thereto which will commence as set
forth in paragraph 3 below, commence upon the grant to Secured Party of
a security interest in the Item. ▇▇▇▇▇▇'s obligations hereunder with
respect to an Item of Equipment and Secured Party's security interest
therein will continue until payment of all amounts due, and performance
of all terms and conditions required, hereunder with respect thereto;
provided, however, that if this agreement is then in default said
obligations and security interest will continue during the continuance
of said default. Upon termination of Secured Party's security interest
in an Item of Equipment, Secured Party will execute such release of
interest with respect thereto as Debtor reasonably requests.
3. INSTALLMENT PAYMENTS AND OTHER PAYMENTS. Debtor will repay advances
Secured Party makes on account of the Equipment together with interest
in installment payments in the amounts and at the times set forth in the
Schedules, whether or not Secured Party has rendered an invoice
therefor, at the office of Secured Party set forth at the foot hereof,
or to such person and/or at such other place as Secured party may from
time to time designate on notice to Debtor. Any other amounts required
to be paid Secured Party by ▇▇▇▇▇▇ hereunder are due upon ▇▇▇▇▇▇'s
receipt of Secured Party's invoice therefor and will be payable as
directed in the invoice. Payments under this agreement may be applied to
▇▇▇▇▇▇'s then accrued obligations to Secured Party in such order as
Secured Party may choose.
4. NET AGREEMENT; NO OFFSET; SURVIVAL. This agreement is a net agreement,
and ▇▇▇▇▇▇ will not be entitled to any abatement of installment payments
or other payments due hereunder or any reduction thereof under any
circumstances or for any reason whatsoever. Debtor hereby waives any and
all existing and future claims, as offsets, against any installment
payments or other payments due hereunder and agrees to pay the
installment payments and other amounts due hereunder as and when due
regardless of any offset or claim which may be asserted by Debtor or on
its behalf. The obligations and liabilities of Debtor hereunder will
survive the termination of this agreement.
5. FINANCING AGREEMENT. THIS AGREEMENT IS SOLELY A FINANCING AGREEMENT.
DEBTOR ACKNOWLEDGES THAT THE EQUIPMENT HAS OR WILL HAVE BEEN SELECTED
AND ACQUIRED SOLELY BY DEBTOR FOR DEBTOR'S PURPOSES, THAT SECURED PARTY
IS NOT AND WILL NOT BE THE VENDOR OF ANY EQUIPMENT AND THAT SECURED
PARTY HAS NOT MADE AND WILL NOT MAKE ANY AGREEMENT, REPRESENTATION OR
WARRANTY WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALIFICATION
OR FITNESS FOR A PARTICULAR PURPOSE OR VALUE OF THE EQUIPMENT OR ANY
OTHER MATTER WITH RESPECT THERETO IN ANY RESPECT WHATSOEVER.
6. NO AGENCY. DEBTOR ACKNOWLEDGES THAT NO AGENT OF THE MANUFACTURER OR
OTHER SUPPLIER OF AN ITEM OF EQUIPMENT OR OF ANY FINANCIAL INTERMEDIARY
IN CONNECTION WITH THIS AGREEMENT IS AN AGENT OF SECURED PARTY. SECURED
PARTY IS NOT BOUND BY A REPRESENTATION OF ANY SUCH PARTY AND, AS
CONTEMPLATED IN PARAGRAPH 27 BELOW, THE ENTIRE AGREEMENT OF SECURED
PARTY AND DEBTOR CONCERNING THE FINANCING OF THE EQUIPMENT IS CONTAINED
IN THIS AGREEMENT AS IT MAY BE AMENDED AS PROVIDED IN THAT PARAGRAPH.
7. ACCEPTANCE. Execution by Debtor and Secured Party of a Schedule covering
the Equipment or any Items thereof will conclusively establish that such
Equipment has been included under and will be subject to all the terms
and conditions of this agreement. If ▇▇▇▇▇▇ has not furnished Secured
Party with a Schedule by the earlier of fourteen (14) days after receipt
thereof or expiration of the commitment period set forth in the
applicable equipment financing commitment, Secured Party may terminate
its obligation to advance funds as to the applicable Equipment.
8. LOCATION; INSPECTION; USE. Debtor will keep, or in the case of motor
vehicles, permanently garage and not remove from the United States, as
appropriate, each Item of Equipment in Debtor's possession and control
at the Equipment Location designated in the applicable Schedule, or at
such other location to which such Item may have been moved with the
prior written consent of Secured Party. Whenever requested by Secured
Party, Debtor will advise Secured Party as to the exact location of an
Item of Equipment; Secured Party will have the right to inspect the
Equipment and observe its use during normal business hours and to enter
into and upon the premises where the Equipment may be located for such
purpose. The Equipment will at all times be used solely for commercial
or business purposes and operated in a careful and proper manner and in
compliance with all applicable laws, ordinances, rules and regulations,
all conditions and requirements of the policy or policies of insurance
required to be carried by Debtor under the terms of this agreement and
all manufacturer's instructions and warranty requirements. Any
modifications or additions to the Equipment required by any such
governmental edict or insurance policy will be promptly made by Debtor.
5
INITIAL /s/
-----
17. DEFAULT. Any of the following will constitute an event of default hereunder:
(a) Debtor's failure to pay when due any installment payment or other amount
due hereunder, which failure continues for ten (10) days after the due date
thereof; (b) Debtor's default in performing any other obligation, term or
condition of this agreement or any other agreement between Debtor and
Secured Party or default under any further agreement providing security for
the performance by Debtor of its obligations hereunder, provided such
default has continued for more than twenty (20) days, except as provided in
(c) and (d) hereinbelow, or, without limiting the generality of subparagraph
(1) hereinbelow, default under any lease or any mortgage or other instrument
contemplating the provision of financial accommodation applicable to the
real estate where an Item of Equipment is located; (c) any writ or order of
attachment or execution or other legal process being levied on or charged
against any Item of Equipment and not being released or satisfied within
ten (10) days; (d) Debtor's failure to comply with its obligations under
paragraph 14 above or any transfer by Debtor in violation of paragraph 21
below; (e) a non-appealable judgment for the payment of money in excess of
$100,000 being rendered by a court of record against Debtor which Debtor
does not discharge or make provision for discharge in accordance with the
terms thereof within ninety (90) days from the date of entry thereof; (f)
death or judicial declaration of incompetency of Debtor, if an individual;
(g) the filing by Debtor of a petition under the Bankruptcy Act or any
amendment thereto or under any other insolvency law or law providing for
the relief of debtors, including, without limitation, a petition for
reorganization, arrangement or extension, or the commission by Debtor of
an act of bankruptcy; (h) the filing against Debtor of any such petition
not dismissed or permanently stayed within thirty (30) days of the filing
thereof; (i) the voluntary or involuntary making of an assignment of
substantial portion of its assets by Debtor for the benefit of creditors,
appointment of a receiver or trustee for Debtor or for any of Debtor's
assets, institution by or against Debtor or any other type of insolvency
proceeding (under the Bankruptcy Act or otherwise) or of any formal or
informal proceeding for dissolution, liquidation, settlement of claims
against or winding up of the affairs of Debtor, Debtor's cessation of
business activities or the making by Debtor of a transfer of all or a
material portion of Debtor's assets or inventory not in the ordinary
course of business; (j) the occurrence of any event described in parts
(e), (f), (g), (h) or (i) hereinabove with respect to any guarantor or
other party liable for payment or performance of this agreement; (k) any
certificate, statement, representation, warranty or audit heretofore or
hereafter furnished with respect hereto by or on behalf of Debtor or any
guarantor or other party liable for payment or performance of this
agreement proving to have been false in any material respect at the time
as of which the facts therein set forth were stated or certified or having
omitted any substantial contingent or unliquidated liability or claim
against Debtor or any such guarantor or other party; [struck through text]
(m) a transfer of effective control of Debtor, if an organization.
18. REMEDIES. Upon the occurrence of an event of default, Secured Party will
have the rights, options, duties and remedies of a secured party, and Debtor
will have the rights and duties of a debtor, under the Uniform Commercial
Code (regardless of whether such Code or a law similar thereto has been
enacted in a jurisdiction wherein the rights or remedies are asserted) and,
without limiting the foregoing, Secured Party may exercise any one or more
of the following remedies: (a) declare the Casualty Value or such lesser
amounts as may be set by law immediately due and payable with respect to
any or all Items of Equipment without notice or demand to Debtor; (b) sue
from time to time for and recover all installment payments and other
payments then accrued and which accrue during the pendency of such action
with respect to any or all Items of Equipment; (c) take possession of and,
if deemed appropriate, render unusable any or all Items of Equipment,
without demand or notice, wherever same may be located, without any court
order or other process of law and without liability for any damages
occasioned by such taking of possession and remove, keep and store the same
or use and operate or lease the same until sold; (d) require Debtor to
assemble any or all Items of Equipment at the Equipment Location therefor,
such location to which such Equipment may have been moved with the written
consent of Secured Party or such other location in reasonable proximity to
either of the foregoing as Secured Party designates; (e) upon ten days
notice to Debtor or such other notice as may be required by law, sell or
otherwise dispose of any Item of Equipment, whether or not in Secured
Party's possession, in a commercially reasonable manner at public or private
sale at any place deemed appropriate and apply the net proceeds of such
sale, after deducting all costs of such sale, including, but not limited to,
costs of transportation, repossession, storage, refurbishing, advertising
and brokers fees, to the obligations of Debtor to Secured Party hereunder or
otherwise, with Debtor remaining liable for any deficiency and with any
excess being returned to Debtor; (f) upon thirty (30) days notice to Debtor,
retain any repossessed or assembled Items of Equipment as Secured Party's
own property in full satisfaction of Debtor's liability for the installment
payments due hereunder with respect thereto, provided that Debtor will have
the right to redeem such Items by payment in full of its obligations to
Secured Party hereunder or otherwise or to require Secured Party to sell or
otherwise dispose of such Items in the manner set forth in subparagraph (e)
hereinabove upon notice to Secured Party within such thirty (30) day period
or (g) utilize any other remedy available to Secured Party under the Uniform
Commercial Code or similar provision of law or otherwise at law or in
equity.
No right or remedy conferred herein is exclusive of any other right or
remedy conferred herein or by law; but all such remedies are cumulative of
every other right or remedy conferred hereunder or at law or in equity, by
statute or otherwise, and may be exercised concurrently or separately from
time to time. Any sale contemplated by subparagraph (e) of this paragraph 18
may be adjourned from time to time by announcement at the time and place
appointed for such sale, or for any such adjourned sale, without further
published notice, and Secured Party may bid and become the purchaser at any
such sale. Any sale of an Item of Equipment, whether under said subparagraph
or by virtue of judicial proceedings, will operate to divest all right,
title, interest, claim and demand whatsoever, either at law or in equity, of
Debtor in and to said Item and will be a perpetual bar to any claim against
such Item, both at law and in equity, against Debtor and all persons
claiming by, through or under Debtor.
19. DISCONTINUANCE OF REMEDIES. If Secured Party proceeds to enforce any right
under this agreement and such proceedings are discontinued or abandoned for
any reason or are determined adversely, then and in every such case Debtor
and Secured Party will be restored to their former positions and rights
hereunder.
20. SECURED PARTY'S EXPENSES. Debtor will pay Secured Party all costs and
expenses, including attorney's fees and court costs and sales costs not
offset against sales proceeds under paragraph 18 above, incurred by Secured
Party in exercising any of its rights or remedies hereunder or enforcing any
of the terms, conditions or provisions hereof. This obligation includes the
payment or reimbursement of all such amounts whether an action is ultimately
filed and whether an action filed is ultimately dismissed.
21. ASSIGNMENT. Without the prior written consent of Secured Party, Debtor will
not sell, lease, pledge or hypothecate, except as provided in this
agreement, any Item of Equipment or any interest therein or assign,
transfer, pledge or hypothecate this agreement or any interest in this
agreement or permit the Equipment to be subject to any lien, charge or
encumbrance of any nature except the security interest of Secured Party
contemplated hereby. ▇▇▇▇▇▇'s interest herein is not assignable and will
not be assigned or transferred by operation of law. Consent to any of the
foregoing prohibited acts applies only in the given instance and is not a
consent to any subsequent like act by Debtor or any other person.
All rights of Secured Party hereunder may be assigned, pledged, mortgaged,
transferred or otherwise disposed of, either in whole or in part, without
notice to Debtor but always, however, subject to the rights of Debtor under
this agreement. If Debtor is given notice of any such assignment, ▇▇▇▇▇▇
will acknowledge receipt thereof in writing. In the event Secured Party
assigns this agreement or the installment payments due or to become due
hereunder or any other interest herein, whether as security for any of its
indebtedness or
6
IN WITNESS WHEREOF, the undersigned have executed this agreement as of April 28,
1994.
HERITAGE LEASING CAPITAL VIASAT, INC.
_______________________________________
(Debtor)
Vice
President of
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Administration
____________________________________ ___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Title) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Title)
By: ___________________________________
(Title)
Address: 2290 Cosmos Court
______________________________
Carlsbad, CA 92009
_______________________________________
(Individual or Partnership
Notarial Acknowledgement)
INDIVIDUAL or PARTNERSHIP:
State of
County of ss:
On this _____ day of ______________, 19___, before me _________________,
a notary public for the County of ________________________, personally appeared
______________________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name (is)(are)
subscribed to this instrument, and acknowledged that (he)(she)(they) executed it
(in [his][her][their] capacity as a partner and as the act of the partnership).
In witness whereof I hereunto set my hand and official seal.
(SEAL)
My commission expires. ___________________________________
Notary Public
86-585 (500)
7
CERTIFICATE OF SECRETARY
AS TO ADOPTION OF RESOLUTIONS
(Corporate Customer)
The undersigned, ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------------------------
(Corporate Secretary)
▇▇▇▇▇▇ certifies that he/she is now, and at all times herein mentioned has
been, the duly elected, qualified and acting Secretary of
VIASAT, INC.
---------------------------------------------------------------------------,
(Name of Corporation)
a duly organized and existing corporation, and in charge of the minute book and
corporate records of said corporation; that the following is a full, true and
correct copy of certain resolutions adopted by the Board of Directors of said
corporation at a meeting thereof duly held on
4/18/94
--------------------, at which meeting a quorum of said Board was at all times
(Date)
present and acting; and that said resolutions have not been modified nor
rescinded and are at the date of this certificate in full force and effect:
WHEREAS it is in the best interest of this corporation to enter into a
certain Equipment Lease Agreement, Equipment Financing Agreement or other
HERITAGE LEASING CAPITAL
agreement with ----------------------------------------------------------
("Lessor/Secured Party") and, where appropriate, commitments now or
hereafter contemplating the receipt by this corporation of financial
accommodation from Lessor/Secured Party under the terms and conditions of
said Equipment Lease Agreement, Equipment Financing Agreement or other
agreement and may in the future be in this corporation's best interests to
enter into further such agreements or other agreements with Lessor/Secured
Party.
NOW THEREFORE BE IT RESOLVED: That the officers of this corporation listed
below, and each of them, are hereby authorized and directed to execute,
acknowledge and deliver in the name of and on behalf of this corporation
said Equipment Lease Agreement, Equipment Financing Agreement or other
agreement, said commitments and any such further agreement.
RESOLVED FURTHER: That the officers, agents and employees of this
corporation be and each of them is hereby authorized and empowered to do
and perform such other acts and things, and to make, execute, acknowledge,
procure and deliver all such other instruments and documents, on behalf of
this corporation as may be necessary or be by such officer, agent or
employee deemed appropriate to comply with, or to evidence compliance with,
the terms, conditions or provisions of said Equipment Lease Agreement,
Equipment Financing Agreement or other agreement, any such commitment or
any said further agreement and to consummate the transactions from time to
time contemplated thereby.
RESOLVED FURTHER: That this corporation hereby ratifies and confirms the
acts of the officers, agents or employees of this corporation in heretofore
entering into any Equipment Lease Agreement, Equipment Financing Agreement,
commitment or other agreement with Lessor/Secured Party together with any
other acts performed in relation thereto.
RESOLVED FURTHER: That the Secretary of this corporation be and he/she is
hereby authorized and directed to execute, acknowledge and deliver a
certified copy of these resolutions to Lessor/Secured Party and any other
person or agency which may require a copy of these resolutions.
RESOLVED FURTHER: That the following are the true names and specimen
signatures of the incumbent officers of this corporation authorized by
these resolutions to so execute, acknowledge and deliver said Equipment
Lease Agreement, Equipment Financing Agreement or other agreement, said
commitments and said further agreements.
(Type names below) (For Signature)
_____________________________, President X ________________________
_____________________________, Vice Pres. X ________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________________, Secretary X ________________________
Vice President of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Administration /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________,__________ X ________________________
(Title)
RESOLVED FURTHER: That Lessor/Secured Party is authorized to act upon these
resolutions until written notice of the revocation thereof is delivered to
Lessor/Secured Party, any such revocation in no way to affect the
obligations of this corporation to Lessor/Secured Party under any
agreements entered into by this corporation pursuant to the terms of these
resolutions prior to receipt by Lessor/Secured Party of such notice of
revocation.
28th
IN WITNESS WHEREOF, the undersigned has executed this Certificate the ______ day
April 94
of________, 19______.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
(Secretary)
(Corporate Seal Must Be Affixed
But Failure Not To Affect
Validity Or Reliance)
Heritage Leasing Capital
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇