BOARD RESOLUTION - APPROVAL OF LOAN/BORROWING

[COMPANY NAME], a Delaware Corporation

[// GUIDANCE: This resolution authorizes the Company to borrow money pursuant to DGCL Section 122(13), which grants corporations the power to "borrow money and contract debts when necessary or proper for the transaction of its business." Under DGCL Section 122(3), the corporation may also mortgage or pledge property as security. Review existing debt covenants that may restrict additional borrowing. Under MBCA Section 3.02(7), corporations have the power to borrow money.]

I. DOCUMENT HEADER

Document Type:
☐ Minutes of a Meeting of the Board of Directors
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

Corporation: [COMPANY NAME], a Delaware corporation (the "Company")
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

II. RECITALS

WHEREAS, the Board of Directors (the "Board") of the Company is authorized under DGCL Section 122(13) to borrow money and contract debts when necessary or proper for the transaction of its business;

WHEREAS, the Board is further authorized under DGCL Section 122(3) to mortgage or pledge any or all of its property as security for such borrowing;

WHEREAS, the Company requires [additional working capital / funds for [PURPOSE]] in the approximate amount of $[AMOUNT];

WHEREAS, the Board has reviewed and considered the proposed loan terms from [LENDER NAME] (the "Lender") and has determined that borrowing on such terms is in the best interests of the Company;

[WHEREAS, the Company has reviewed its existing debt agreements and has confirmed that the proposed borrowing is permitted thereunder / WHEREAS, the Company will obtain necessary consents from existing lenders;]

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

III. LOAN DETAILS

3.1 Type of Facility

☐ Term Loan
☐ Revolving Line of Credit
☐ Equipment Financing
☐ Real Estate Mortgage
☐ SBA Loan (specify program): [7(a) / 504 / Other]
☐ Convertible Note
☐ Bridge Loan
☐ Asset-Based Lending Facility
☐ Letter of Credit Facility
☐ Other: [DESCRIBE]

3.2 Parties

• Borrower: [COMPANY NAME]
• Lender: [LENDER NAME AND ADDRESS]
• Co-Borrower (if applicable): [NAME]
• Guarantor(s) (if applicable): [NAME(S)]

3.3 Principal Amount

• Maximum Principal Amount: $[AMOUNT]
• Initial Draw/Advance: $[AMOUNT]
• Commitment Fee (if revolving): [PERCENTAGE]% of unused commitment

3.4 Interest Rate

☐ Fixed Rate: [PERCENTAGE]% per annum
☐ Variable Rate: [INDEX (e.g., Prime, SOFR)] plus [SPREAD]% (currently [PERCENTAGE]%)
☐ Default Rate: [PERCENTAGE]% per annum

3.5 Loan Term and Repayment

• Maturity Date: [DATE]
• Term: [MONTHS/YEARS]
• Repayment Schedule:
  ☐ Interest only for [PERIOD], then principal and interest
  ☐ Fully amortizing over term
  ☐ Balloon payment at maturity
  ☐ Bullet repayment at maturity
  ☐ Revolving (pay down and re-borrow)
• Monthly Payment (estimated): $[AMOUNT]
• Prepayment:
  ☐ Permitted without penalty
  ☐ Permitted with prepayment penalty of [PERCENTAGE]%
  ☐ Prohibited for [PERIOD]

3.6 Collateral/Security

☐ Unsecured
☐ Secured by the following collateral:
☐ All assets (blanket lien)
☐ Accounts receivable
☐ Inventory
☐ Equipment: [DESCRIPTION]
☐ Real property: [ADDRESS]
☐ Intellectual property
☐ Securities/Investment accounts
☐ Specific assets: [DESCRIPTION]

UCC Financing Statement: ☐ Will be filed / ☐ Not applicable
Mortgage/Deed of Trust: ☐ Will be recorded / ☐ Not applicable

3.7 Guaranty Requirements

☐ No guaranty required
☐ Corporate guaranty from [SUBSIDIARY/AFFILIATE NAME]
☐ Personal guaranty from [NAME(S)]
- Guaranty Amount: ☐ Full / ☐ Limited to $[AMOUNT]
- Guaranty Term: ☐ Continuing / ☐ Limited to [PERIOD]

3.8 Key Covenants

Financial Covenants:
☐ Minimum debt service coverage ratio of [RATIO]:1
☐ Maximum debt-to-equity ratio of [RATIO]:1
☐ Minimum current ratio of [RATIO]:1
☐ Minimum tangible net worth of $[AMOUNT]
☐ Maximum capital expenditures of $[AMOUNT] per year
☐ Other: [DESCRIBE]

Affirmative Covenants:
☐ Annual audited financial statements
☐ Quarterly/Monthly financial statements
☐ Annual budget/projections
☐ Maintain insurance
☐ Maintain corporate existence
☐ Comply with laws

Negative Covenants:
☐ No additional debt without consent
☐ No liens without consent
☐ No dividends without consent
☐ No asset sales without consent
☐ No change of control without consent
☐ No affiliate transactions without consent

IV. PURPOSE OF LOAN

The proceeds of the loan shall be used for the following purposes:

☐ Working capital and general corporate purposes
☐ Acquisition of [DESCRIBE ASSETS/COMPANY]
☐ Capital expenditures: [DESCRIBE]
☐ Refinancing of existing debt: [DESCRIBE]
☐ Real estate purchase: [PROPERTY ADDRESS]
☐ Equipment purchase: [DESCRIBE]
☐ Expansion of operations: [DESCRIBE]
☐ Other: [DESCRIBE]

V. OPERATIVE RESOLUTIONS

5.1 Approval of Borrowing

RESOLVED, that the Board hereby approves and authorizes the Company to borrow from [LENDER NAME] the principal sum of up to $[AMOUNT] pursuant to the terms of a [Credit Agreement / Loan Agreement / Promissory Note] (the "Loan Documents"), substantially in the form attached hereto as Exhibit A, or on such other terms as may be approved by an Authorized Officer;

5.2 Determination of Corporate Purpose

RESOLVED FURTHER, that the Board has determined that borrowing the funds described herein is necessary and proper for the transaction of the Company's business and is in the best interests of the Company pursuant to DGCL Section 122(13);

5.3 Execution of Loan Documents

RESOLVED FURTHER, that any Authorized Officer is hereby authorized to execute and deliver on behalf of the Company the Loan Documents, including but not limited to:
(a) Credit Agreement or Loan Agreement;
(b) Promissory Note(s);
(c) Security Agreement;
(d) Pledge Agreement;
(e) Mortgage or Deed of Trust;
(f) UCC Financing Statements;
(g) Guaranty Agreements;
(h) Subordination Agreements;
(i) Intercreditor Agreements;
(j) Such other documents as the Lender may reasonably require;

5.4 Grant of Security Interest

[// GUIDANCE: Include only if loan is secured.]

RESOLVED FURTHER, that the Board hereby authorizes the Company to grant to the Lender a security interest in and lien upon [all assets of the Company / the following collateral: (DESCRIBE)], as security for the Company's obligations under the Loan Documents, and to execute and file any and all UCC Financing Statements, mortgages, deeds of trust, and other documents necessary to perfect such security interest;

5.5 Personal Guaranty Authorization

[// GUIDANCE: Include only if personal guaranty is required and director/officer is guarantor.]

RESOLVED FURTHER, that the Board acknowledges that [NAME], a [director/officer] of the Company, has agreed to provide a personal guaranty of the Company's obligations under the Loan Documents, and the Board hereby determines that such guaranty is in the best interests of the Company;

5.6 Compliance Certificate

RESOLVED FURTHER, that the Secretary is hereby authorized to deliver to the Lender a certificate of the Secretary certifying:
(a) The incumbency and signature of officers authorized to execute the Loan Documents;
(b) A copy of these resolutions;
(c) Copies of the Certificate of Incorporation and Bylaws, as currently in effect;
(d) A certificate of good standing from the Delaware Secretary of State;

5.7 Existing Debt Compliance

RESOLVED FURTHER, that the Authorized Officers are hereby directed to ensure compliance with any applicable provisions of existing debt agreements, including obtaining any required consents or waivers from existing lenders;

5.8 Disbursement Instructions

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to provide disbursement instructions to the Lender and to receive loan proceeds into the Company's bank account(s);

5.9 Authorization of Officers

RESOLVED FURTHER, that the Chief Executive Officer, President, Chief Financial Officer, Treasurer, and Secretary (each, an "Authorized Officer"), acting singly, are hereby authorized and empowered to:
(a) Negotiate the final terms of the Loan Documents;
(b) Execute and deliver the Loan Documents and all related certificates and agreements;
(c) Take any and all actions necessary or appropriate to consummate the borrowing and perform the Company's obligations thereunder;

5.10 Spending Authority

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to expend loan proceeds in accordance with the stated purpose and in the ordinary course of the Company's business;

5.11 Ratification

RESOLVED FURTHER, that all actions heretofore taken by any director, officer, employee, or agent of the Company in connection with the negotiation of the proposed borrowing are hereby ratified, confirmed, and approved in all respects.

VI. COMPLIANCE CHECKLIST

☐ Board approval obtained
☐ Existing debt agreements reviewed for restrictions
☐ Existing lender consents obtained (if required)
☐ Loan Documents reviewed by legal counsel
☐ Security documents reviewed
☐ UCC search conducted (for secured loans)
☐ Title search conducted (for real estate collateral)
☐ Insurance requirements satisfied
☐ Financial statements provided to Lender
☐ Secretary's certificate prepared
☐ Good standing certificate obtained
☐ Loan Documents executed
☐ Security interests perfected (UCC filed, mortgage recorded)
☐ Funds received

VII. GOVERNING LAW

This resolution shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

VIII. EXECUTION

Option A - Unanimous Written Consent

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, hereby consent to the adoption of the foregoing resolutions effective as of the date first written above, pursuant to DGCL Section 141(f).

Option B - Meeting Minutes Certification

I, [NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing resolutions were duly adopted by the Board of Directors at a meeting duly called and held on [DATE], at which a quorum was present and acting throughout.

_________________________________
[NAME], Secretary
Date: ______________

EXHIBITS

Exhibit A - Form of Loan Agreement/Credit Agreement

[Attach]

Exhibit B - Form of Promissory Note

[Attach]

Exhibit C - Form of Security Agreement

[Attach if applicable]

Exhibit D - Form of Guaranty

[Attach if applicable]

LEGAL REFERENCES

• DGCL Section 122(3) - Power to Mortgage and Pledge Property
• DGCL Section 122(13) - Power to Borrow Money
• DGCL Section 141 - Board of Directors; Powers
• MBCA Section 3.02(7) - Power to Borrow Money
• UCC Article 9 - Secured Transactions

This template is designed for Delaware corporations but may be adapted for other jurisdictions. Debt financing involves significant legal and financial considerations. Consult qualified legal and financial advisors before execution.