FURTHER RESOLVED. The Corporation will notify the Bank prior to any (i) change in the Corporation’s name; (ii) change in the Corporation’s assumed business name(s); (iii) change in the management of the Corporation; (iv) change in the authorized signers; (v) change in the Corporation’s chief executive office address; (vi) change in the jurisdiction under which the Corporation’s business organization is formed or organized; (vii) conversion of the Corporation to a new or different type of business entity; or (viii) change in any other aspect of the Corporation that directly or indirectly relates to any agreements between the Corporation and the Bank. No change in the Corporation’s name will take effect until after the Bank has been notified. I Certify that I am the duly elected and qualified Secretary, Assistant Secretary or President of the Corporation and the keeper of the records and the corporate seal of the Corporation, and that the above is a true and correct copy of resolutions duly adopted at a meeting of the Board of Directors of the Corporation held in accordance with its by-laws, or by a legally effective instrument of action in lieu of a meeting, and that they are in full force and effect. This resolution now stands of record on the books of the Corporation, and has not been modified or revoked in any manner whatsoever. I Further Certify that the individuals whose signatures appear above have been duly elected and are presently the incumbents of the offices set next to their respective signatures, and that the signatures are the genuine original signatures of each respectively. I Further Certify that all statements and representations made in this resolution are true and correct. /s/ L▇▇▇▇ ▇▇▇▇▇▇ (Signature) L▇▇▇▇ ▇▇▇▇▇▇ (Printed Name) Secretary (Title) 6/28/05 (Date Signed) Complete this section only if the person certifying this resolution by signature and with the title stated above is the only officer of the Corporation authorized to act on its behalf. In such case, complete this section by the signature of a different officer or director of the Corporation. The undersigned as an officer or director of the Corporation hereby acknowledges the authority of the person certifying this resolution by the signature and title stated above to act alone for and on behalf of the Corporation as described in this resolution. (Signature) (Printed Name) (Title) (Date Signed) Complete this section only if the Corporation is organized with only one Officer-Director. As permitted by law of the state of incorporation, there are no other individuals who are either officers or directors. (Signature) (Printed Name) (Title) (Date Signed) A Division of JPMorgan Chase Bank, N.A. Credit Agreement This agreement dated as of June 3, 2005 between JPMorgan Chase Bank, N.A., and its successors and assigns, (the “Bank”), whose address is 1▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and U.S. Global Investors, Inc. (the “Borrower”), whose address is 7▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, San Antonio, TX 78229.
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FURTHER RESOLVED. The Corporation will notify That the Bank prior to any (i) change in the Corporation’s name; (ii) change in the Corporation’s assumed business name(s); (iii) change in the management of the Corporation; (iv) change in the authorized signers; (v) change in the Corporation’s chief executive office address; (vi) change in the jurisdiction under which the Corporation’s business organization is formed or organized; (vii) conversion of the Corporation to a new or different type of business entity; or (viii) change in any other aspect of the Corporation that directly or indirectly relates to any agreements between the Corporation and the Bank. No change in the Corporation’s name will take effect until after the Bank has been notified. I Certify that I am the duly elected and qualified Secretary, Assistant Secretary or President of the Corporation and the keeper of the records and the corporate seal of the Corporation, by his signature, is, and that hereby is, authorized and directed to attest the above is a true and correct copy of resolutions duly adopted at a meeting execution by the Corporation of the Board of Directors papers signed pursuant to these resolutions, to affix the seal of the Corporation held in accordance with its by-lawsthereto, or if required by a legally effective instrument of action in lieu of a meetingLender, and to certify to Lender the adoption of these resolutions. CERTIFICATION The undersigned hereby certifies that they the within and foregoing resolutions are in full force and effect. This resolution now stands of record on the books effect as of the Corporationdate hereof, and has not been modified or revoked in any manner whatsoever. I Further Certify that the individuals whose signatures appear above have been duly elected and are presently the incumbents of the offices set next to their respective signatureswithout modification, and that the signatures are person signing the genuine original signatures of each respectively. I Further Certify that all statements within and representations made in this resolution are true foregoing amendment and correct. /s/ L▇▇▇▇ ▇▇▇▇▇▇ (Signature) L▇▇▇▇ ▇▇▇▇▇▇ (Printed Name) Secretary (Title) 6/28/05 (Date Signed) Complete this section only if the person certifying this resolution by signature and with the title stated above is the only officer of the Corporation authorized to act on its behalf. In such case, complete this section by the signature of a different officer or director of the Corporation. The undersigned as an officer or director of the Corporation hereby acknowledges the authority of the person certifying this resolution by the signature and title stated above to act alone for and promissory note on behalf of the Corporation as described in this resolution. (Signature) (Printed Name) (Title) (Date Signed) Complete this section only if is the Corporation duly elected officer stated below his name, that he is organized with only one Officer-Director. As permitted by law of the state of incorporation, there are no other individuals who are either officers or directors. (Signature) (Printed Name) (Title) (Date Signed) A Division of JPMorgan Chase Bank, N.A. Credit Agreement This agreement dated as of June 3, 2005 between JPMorgan Chase Bank, N.A.authorized to sign such amendment and promissory note, and its successors and assignsthat his signature thereon is genuine. DATED: June 30, (the “Bank”), whose address is 11995. ________________________________________ ▇. ▇▇ ▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ . ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇Secretary EXHIBIT "B" Amendments to Certificate of Incorporation and/or Bylaws If"none", so state EXHIBIT "C" Certified Resolutions of Temco Fireplace Products, Inc.'s Board of Directors RESOLVED: That any officer of Temco Fireplace Products, Inc., a Texas corporation (the "Corporation"), acting alone, by his signature be, and U.S. Global Investorsthe same hereby is, Inc. authorized and directed, in the name of and on behalf of the Corporation (a) to execute and deliver to Lender, with such changes in the “Borrower”)terms and provisions thereof as the officer executing same shall, whose address in his sole discretion, deem advisable, (i) a certain proposed Second Amendment to Loan Documents, a draft of each of which has been reviewed and discussed by the Board of Directors of the Corporation, and (ii) such other agreements, instruments, statements and writings as the officer of officers executing the same may deem desirable or necessary in connection therewith, and (b) to perform such other acts as the officer or officers performing such acts on behalf of the Corporation may deem desirable or necessary in connection therewith; and be it FURTHER RESOLVED: That said agreements will benefit the Corporation, both directly and indirectly, and are in the best interests of the Corporation; and be it FURTHER RESOLVED: That said agreements and other statements in writing executed in the name and on behalf of the Corporation by any officer of the Corporation shall be presumed conclusively to be the instruments, the execution of which is 7▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇authorized by these resolutions; and be it FURTHER RESOLVED: That the officers of the Corporation be, San Antonioand the same hereby are, TX 78229.authorized and directed to execute, in the name of and on behalf of the Corporation, security agreements, financing statements, assignments, collateral reports, loan statements, confirmations of delivery, lien statements, pledge certificates, release certificates, removal reports, guaranties, cross-collateralization agreements and such other writings and to take such other actions as are necessary in their dealings with Lender, and any such papers executed and any such actions taken by any of them prior to this time are approved, ratified and confirmed; and be it
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