1999-07-26 - AUTHORITY TO ENTER LOAN AGREEMENTS

WHEREAS, several commercial entities have expressed to the Interim President and Chief Executive Officer of the Corporation a preliminary interest in lending funds to the Corporation at interest rates no greater than seven percent annually;

WHEREAS, the Board of Directors has determined that it is in the best interests of the Corporation to borrow up to US$2,000,000 on an unsecured basis at such rates;

RESOLVED [resolution 99.64], that the Corporation is authorized to borrow the aggregate principal amount of $2,000,000 from various lenders selected by the Interim President and Chief Executive Officer on an unsecured basis, at interest rates not to exceed seven percent per annum, with repayment terms of not less than one year, and on other terms and conditions substantially as set forth in Exhibit A hereto;

RESOLVED FURTHER [resolution 99.65], that the Interim President and Chief Executive Officer may (i) negotiate, execute and deliver for and on the behalf of the Corporation, notes or agreements, on substantially the above-stated terms, with such changes, additions, or deletions as the Interim President and Chief Executive Officer may approve, such execution to be conclusive evidence of such approval; provided, however, that (a) the interest rate on any such borrowing shall not exceed seven percent per annum, (b) the repayment term of such borrowing shall not be less than one year from the date of the initial borrowing, and (c) any such borrowing shall be unsecured; and (ii) negotiate, execute and deliver all other instruments, certificates, papers, agreements, and other documents which any lender under any such borrowings may require in connection with any such borrowing, in such form and content as the Interim President and Chief Executive Officer shall approve, such execution to be conclusive evidence of such approval;

RESOLVED FURTHER [resolution 99.66], that the Interim President and Chief Executive Officer is hereby authorized to negotiate, execute and deliver, for and on behalf of the Corporation, any addendum to, amendment of, or other renewal or extension of, any note or agreement at any time after the execution thereof in a manner consistent with these resolutions, such addendum, amendment, renewal or extension to be in such form and of such content as shall be approved by the Interim President and Chief Executive Officer, such execution to be conclusive evidence of such approval;

RESOLVED FURTHER [resolution 99.67], that the Interim President and Chief Executive Officer, or any other officer or employee of the Corporation authorized in writing by him, may issue borrowing instructions and direct the disbursement of any proceeds of borrowings made by the Corporation pursuant to these resolutions;

RESOLVED FURTHER [resolution 99.68], that the Interim President and Chief Executive Officer, or any other officer or employee of the Corporation authorized in writing by him, may otherwise pay any and all costs, expenses and fees, and do and perform all acts, in the name and on behalf of the Corporation, as the Interim President and Chief Executive Officer deems necessary or appropriate to carry out the purposes and intent of these resolutions; and

RESOLVED FURTHER [resolution 99.69], that the authority given in these resolutions is retroactive and any and all acts authorized herein performed before the passage of these resolutions are ratified and affirmed.