**Exhibit 10.36**

 

EIGHTH AMENDMENTTO LOAN AND SECURITY AGREEMENT

 

This Eighth Amendment to Loan and Security Agreement (this “Amendment”)is entered into as of May 31, 2005, by and between COMERICA BANK,successor by merger to COMERICA BANK-CALIFORNIA (“Bank”) and SEEBEYONDTECHNOLOGY CORPORATION (“Borrower”).

RECITALS

 

Borrower andBank are parties to that certain Loan and Security Agreement dated as of December 4,2000, as amended from time to time, including by that certain Amendment to Loanand Security Agreement dated as of June 10, 2001, that certain SecondAmendment to Loan and Security Agreement dated as of October 31, 2001,that certain Third Amendment to Loan and Security Agreement dated as of August 7,2002, that certain Fourth Amendment to Loan and Security Agreement dated as of December 24,2002, that certain Fifth Amendment to Loan and Security Agreement dated as of March 26,2003, that certain Sixth Amendment to Loan and Security Agreement dated as of May 30,2003 and that certain Seventh Amendment to Loan and Security Agreement dated asof July 29, 2004 (collectively, the “Agreement”). The parties desire toamend the Agreement in accordance with the terms of this Amendment.

 

NOW,THEREFORE, the parties agree as follows:

 

1.                                       Thefollowing defined terms in Section 1.1 of the Agreement hereby are amendedor restated as follows:

 

“RevolvingMaturity Date” means May 31, 2006.

 

2.                                       Section 6.12of the Agreement hereby is amended and restated in its entirety to read asfollows:

 

“6.12      Minimum Cash. Borrower shall atall times maintain with Bank or Bank’s affiliates (subject to controlagreements in form and content reasonably acceptable to Bank), unrestrictedcash in a minimum aggregate amount of Twenty Million Dollars ($20,000,000).”

 

3.                                       Exhibit Dto the Agreement hereby is replaced in its entirety with Exhibit Dattached hereto.

 

4.                                       Nocourse of dealing on the part of Bank or its officers, nor any failure or delayin the exercise of any right by Bank, shall operate as a waiver thereof, andany single or partial exercise of any such right shall not preclude any laterexercise of any such right. Bank’s failure at any time to require strictperformance by a Borrower of any provision shall not affect any right of Bankthereafter to demand strict compliance and performance. Any suspension orwaiver of a right must be in writing signed by an officer of Bank.

 

5.                                       Unlessotherwise defined, all initially capitalized terms in this Amendment shall beas defined in the Agreement. The Agreement, as amended hereby, shall be andremain in full force and effect in accordance with its respective terms andhereby is ratified and confirmed in all respects. Except as expressly set forthherein, the execution, delivery, and performance of this Amendment shall notoperate as a waiver of, or as an amendment of, any right, power, or remedy ofBank under the Agreement, as in effect prior to the date hereof.

 

6.                                       Borrowerrepresents and warrants that the Representations and Warranties contained inthe Agreement are true and correct as of the date of this Amendment, and thatno Event of Default has occurred and is continuing.

 

7.                                       Asa condition to the effectiveness of this Amendment, Bank shall have received,in form and substance satisfactory to Bank, the following:

 

(a)                                 thisAmendment, duly executed by Borrower;

 

(b)                                aCertificate of the Secretary of Borrower with respect to incumbency and resolutionsauthorizing the execution and delivery of this Amendment;

 

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(c)                                 arenewal fee in the amount of $18,750, which may be debited from any of Borrower’saccounts;

 

(d)                                anAffirmation of Security Agreement and Guaranty, executed by each of Borrower’ssubsidiaries, in substantially the forms attached hereto;

 

(e)                                 allBank Expenses incurred through the date of this Amendment, which may be debitedfrom any of Borrower’s accounts; and

 

(f)                                   suchother documents, and completion of such other matters, as Bank may reasonablydeem necessary or appropriate.

 

8.                                       ThisAmendment may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one instrument.

 

IN WITNESSWHEREOF, the undersigned have executed this Amendment as of the first dateabove written.

 
|   | SEEBEYOND TECHNOLOGY CORPORATION                                 |
|--------|------------------------------------------------------------------|
|   |                                                             |
|   |                                                             |
|   | By:                                                              | /s/ Barry Plaga |   |
|   |                                                             |
|   | Title:                                                           |  EVP  & CFO |   |
|   |                                                             |
|   |                                                             |
|   | COMERICA BANK, successor by merger to   COMERICA BANK-CALIFORNIA |
|   |                                                             |
|   |                                                             |
|   | By:                                                              | /s/ Comerica Bank |   |
|   |                                                             |
|   | Title:                                                           |   |   |
|        |                                                                  |  |  |  |  |  |  |

 

***[Signature Page to Eighth Amendment to Loan and SecurityAgreement]***

 

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**EXHIBIT DCOMPLIANCE CERTIFICATE**

 
| TO:    | COMERICA BANK                    |
|--------|----------------------------------|
|   |                             |
| FROM:  | SEEBEYOND TECHNOLOGY CORPORATION |

 

The undersigned authorizedofficer, on behalf of SEEBEYOND TECHNOLOGY CORPORATION, hereby certifies thatin accordance with the terms and conditions of the Loan and Security Agreementbetween Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliancefor the period ending         withall required covenants except as noted below and (ii) all representationsand warranties of Borrower stated in the Agreement are true and correct in allmaterial respects as of the date hereof. Attached herewith are the requireddocuments supporting the above certification. The Officer further certifiesthat these are prepared in accordance with Generally Accepted AccountingPrinciples (GAAP) and are consistently applied from one period to the nextexcept as explained in an accompanying letter or footnotes.

 

**Pleaseindicate compliance status by circling****Yes/No****under “Complies” column.**

 

| **Reporting Covenant**                          | ** ** | **Required**                             | ** ** | **Complies** |
|-------------------------------------------------|------------|------------------------------------------|------------|--------------|
|                                            |       |                                     |       |         |   |   |
| Monthly financial statements                    |       | Monthly within 30 days                   |       | Yes          |   | No |
| Annual (CPA Audited)                            |       | EYE within 90 days                       |       | Yes          |   | No |
| 10K and 10Q                                     |       | Within 5 days                            |       | Yes          |   | No |
| A/R & A/P Agings, Borrowing Base Cert. |       | Monthly within 15 days (when applicable) |       | Yes          |   | No |
| A/R Audit                                       |       | Initial and Annual                       |       | Yes          |   | No |
|                                            |       |                                     |       |         |   |   |
| IP Report                                       |       | Quarterly within 30 days                 |       | Yes          |   | No |

 

| **Financial Covenant**               | ** ** | **Required** | ** ** | **Actual** | ** ** | **Complies** |
|--------------------------------------|------------|--------------|------------|------------|------------|--------------|
|                                 |       |         |       |       |       |         |
| Maintain at all Times:  Minimum Cash | ** ** | $            | 20,000,000 |       | $          |         |   | Yes |   | No |
|                                      |            |              |            |            |            |              |  |  |  |  |  |

 
|                                           | **BANK USE ONLY**                                                                                                                    |
|------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|
| **Comments Regarding Exceptions:**See Attached |                                                                                                                                 |
|                                           | Received by                                                                                                                          |   |   |
| Sincerely,                                     | AUTHORIZED SIGNER                                                                                                                    |
|                                           |                                                                                                                                 |
|                                           |                                                                                                                                 | Date: |   |   |
| SIGNATURE                                      |                                                                                                                                 |
|                                           |                                                                                                                                 |
|                                           |                                                                                                                                 | Verified: |   |   |
| TITLE                                          | AUTHORIZED SIGNER                                                                                                                    |
|                                           |                                                                                                                                 |
|                                           |                                                                                                                                 |
|                                           |                                                                                                                                 | Date: |   |   |
| DATE                                           |                                                                                                                                 |
|                                           | Compliance  Status:             Yes     No |
|                                                |                                                                                                                                      |  |  |  |  |  |  |

 

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**CorporationResolutions and Incumbency Certification Authority to Procure Loans**

 

I certify that I am the duly elected andqualified Secretary of SEEBEYOND TECHNOLOGY CORPORATION; that the following isa true and correct copy of resolutions duly adopted by the Board of Directorsof the Corporation in accordance with its bylaws and applicable statutes.

 

**Copyof Resolutions:**

 

Be it Resolved, That:

 

1.                                       Anyone (1) of the following CEO, CFO or CAO (insert titles only) of theCorporation is authorized, for, on behalf of, and in the name of theCorporation to:

 

(a)                                 Negotiateand procure loans, letters of credit and other credit or financialaccommodations from Comerica Bank (“Bank”), a Michigan banking corporation,including, without limitation, pursuant to that certain Loan and SecurityAgreement dated as of December 4, 2000, as amended by that certainAmendment to Loan and Security Agreement dated as of June 10, 2001, thatcertain Second Amendment to Loan and Security Agreement dated as of October 31,2001, that certain Third Amendment to Loan and Security Agreement dated as of August 7,2002, that certain Fourth Amendment to Loan and Security Agreement dated as of December 24,2002, that certain Fifth Amendment to Loan and Security Agreement dated as of March 26,2003, that certain Sixth Amendment to Loan and Security Agreement dated as of May 30,2003, that certain Seventh Amendment to Loan and Security Agreement dated as ofJuly 29, 2004 and that certain Eighth Amendment to Loan and SecurityAgreement dated as of May 31, 2005.

 

(b)                                Discountwith the Bank, commercial or other business paper belonging to the Corporationmade or drawn by or upon third parties, without limit as to amount;

 

(c)                                 Purchase,sell, exchange, assign, endorse for transfer and/or deliver certificates and/orinstruments representing stocks, bonds, evidences of Indebtedness or othersecurities owned by the Corporation, whether or not registered in the name ofthe Corporation;

 

(d)                                Givesecurity for any liabilities of the Corporation to the Bank by grant, securityinterest, assignment, lien, deed of trust or mortgage upon any real or personalproperty, tangible or intangible of the Corporation; and

 

(e)                                 Executeand deliver in form and content as may be required by the Bank any and allnotes, evidences of Indebtedness, applications for letters of credit,guaranties, subordination agreements, loan and security agreements, financingstatements, assignments, liens, deeds of trust, mortgages, trust receipts andother agreements, instruments or documents to carry out the purposes of these Resolutions,any or all of which may relate to all or to substantially all of theCorporation’s property and assets.

 

2.                                       SaidBank be and it is authorized and directed to pay the proceeds of any such loansor discounts as directed by the persons so authorized to sign, whether sopayable to the order of any of said persons in their individual capacities ornot, and whether such proceeds are deposited to the individual credit of any ofsaid persons or not;

 

3.                                       Anyand all agreements, instruments and documents previously executed and acts andthings previously done to carry out the purposes of these Resolutions areratified, confirmed and approved as the act or acts of the Corporation.

 

4.                                       TheseResolutions shall continue in force, and the Bank may consider the holders ofsaid offices and their signatures to be and continue to be as set forth in acertified copy of these Resolutions delivered to the

 

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Bank, untilnotice to the contrary in writing is duly served on the Bank (such notice tohave no effect on any action previously taken by the Bank in reliance on theseResolutions).

 

5.                                       Anyperson, corporation or other legal entity dealing with the Bank may rely upon acertificate signed by an officer of the Bank to effect that these Resolutionsand any agreement, instrument or document executed pursuant to them are stillin full force and effect and binding upon the Corporation.

 

6.                                       TheBank may consider the holders of the offices of the Corporation and theirsignatures, respectively, to be and continue to be as set forth in theCertificate of the Secretary of the Corporation until notice to the contrary inwriting is duly served on the Bank.

 

I further certify that the above Resolutionsare in full force and effect as of the date of this Certificate; that theseResolutions and any borrowings or financial accommodations under theseResolutions have been properly noted in the corporate books and records, andhave not been rescinded, annulled, revoked or modified; that neither theforegoing Resolutions nor any actions to be taken pursuant to them are or willbe in contravention of any provision of the articles of incorporation or bylawsof the Corporation or of any agreement, indenture or other instrument to whichthe Corporation is a party or by which it is bound; and that neither thearticles of incorporation nor bylaws of the Corporation nor any agreement,indenture or other instrument to which the Corporation is a party or by whichit is bound require the vote or consent of shareholders of the Corporation toauthorize any act, matter or thing described in the foregoing Resolutions.

 

I further certify that the following namedpersons have been duly elected to the offices set opposite their respectivenames, that they continue to hold these offices at the present time, and thatthe signatures which appear below are the genuine, original signatures of eachrespectively:

 

**(PLEASESUPPLY****GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)**

 
| **NAME (Type or Print)** | ** ** | **TITLE**                 | ** ** | **SIGNATURE**             |
|--------------------------|------------|---------------------------|------------|---------------------------|
| James T. Demetriades     |       | CEO & Founder         |       | /s/ James T. Demetriades  |
| Barry J. Plaga           |       | EVP & CFO             |       | /s/ Barry J. Plaga        |
| Rasmus van der  Colff    |       | Chief  Accounting Officer |       | /s/ Rasmus van  der Colff |

 

In Witness Whereof, I have affixed my name asSecretary and have caused the corporate seal (where available) of saidCorporation to be affixed on May 31, 2005.

 

 
|   | /s/ Barry J. Plaga |   |
|--------|--------------------|--------|
|   | Asst. Secretary    |

 
| The Above Statements are Correct. |   |                                                                                                                           |   |
|-----------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------|--------|
|                              |   | SIGNATURE OF OFFICER OR DIRECTOR OR, IF  NONE. A SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO SIGN  ALONE. |

 

**Failure to complete the above whenthe Secretary is authorized to sign alone shall constitute a certification bythe Secretary that the Secretary is the sole Shareholder, Director and Officerof the Corporation.**

 

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**AFFIRMATIONOF SECURITY AGREEMENT AND GUARANTY**

 

SEEBEYOND(DEUTSCHLAND) GMBH (fka SOFTWARE TECHNOLOGIES CORPORATION (DEUTSCHLAND) GMBH) (“Guarantor”),grantor under that certain Third Party Security Agreement (the “SecurityAgreement”) and guarantor under that certain Unconditional Guaranty (the “Guaranty”),both dated as of December 4, 2000, hereby consents to the execution,delivery and performance by Borrower of the Eighth Amendment to Loan andSecurity Agreement dated as of May 31, 2005 (the “Amendment”) and thedocuments and instruments executed in connection therewith, as well as allother amendments and modifications to the Loan Agreement.

 

The SecurityAgreement and the Guaranty shall remain in full force and effect with respectto all of Borrower’s Obligations (as defined in the Loan and Security Agreementdated as of December 4, 2000, as amended from time to time, by and betweenCOMERICA BANK, successor by merger to COMERICA BANK-CALIFORNIA and SEEBEYONDTECHNOLOGY CORPORATION) as modified by the Amendment and otherwise. Guarantorconfirms that Guarantor has no defenses against its obligations under theGuaranty, and that the security interest granted pursuant to the SecurityAgreement remains a first in priority perfected security interest.

 

Guarantorrepresents and warrants that the representations and warranties and covenantscontained in the Guaranty and the Security Agreement are true and correct as ofthe date of this Affirmation. Unless otherwise defined, all capitalized termsin this Affirmation shall be as defined in the Guaranty or the SecurityAgreement, as appropriate.

 

IN WITNESSWHEREOF, the undersigned has executed this Affirmation of Security Agreementand Guaranty as of May 31, 2005.

 
|   | SEEBEYOND (DEUTSCHLAND) GMBH |
|--------|------------------------------|
|   |                         |
|   | By:                          | /s/ Barry J. Plaga |   |
|   |                         |
|   | Title:                       | EVP & CFO |   |
|        |                              |  |  |  |

 

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**COMPANYRESOLUTIONS**

 

**COMPANY:****SEEBEYOND (DEUTSCHLAND) GmbH**

 

I, theundersigned Secretary or Assistant Secretary of SEEBEYOND (Deutschland) GmbH(the “Company”), HEREBY CERTIFY that the Company is organized and existingunder and by virtue of the laws of the country of Germany.

 

I FURTHERCERTIFY that attached hereto as Attachment is a true and complete copy of theorganizational documents of the Company, which is in full force and effect onthe date hereof.

 

I FURTHERCERTIFY that a meeting of the Directors of the Company (or by other dulyauthorized corporate action in lieu of a meeting), duly called and held, atwhich a quorum was present and voting, the following resolutions were adopted.

 

BE ITRESOLVED, that **any one (1)** of the followingnamed officers, employees, or agents of this Company, whose actual signaturesare shown below:

 
| **NAMES**            | ** ** | **POSITIONS**     | ** ** | **ACTUAL SIGNATURES**    |
|----------------------|------------|-------------------|------------|--------------------------|
| James T. Demetriades |       | CEO & Founder |       | /s/ James T. Demetriades |
| Barry J. Plaga       |       | EVP & CFO     |       | /s/ Barry J. Plaga       |
|                 |       |              |       |                     |

 

acting for andon behalf of this Company and as its act and deed be, and they hereby are,authorized and empowered:

 

**GuarantyIndebtedness; Grant Security.**To guaranty amountsborrowed from time to time from Comerica Bank, successor by merger to ComericaBank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)including without limitation pursuant to that certain Loan and SecurityAgreement between Borrower and Bank dated as of December 4, 2000, asamended by that certain Amendment to Loan and Security Agreement dated as of June 10,2001, as amended by that certain Second Amendment to Loan and SecurityAgreement dated as of October 31, 2001, as amended by that certain ThirdAmendment to Loan and Security Agreement dated as of August 7, 2002, asamended by that certain Fourth Amendment to Loan and Security Agreement datedas of December 24, 2002, as amended by that certain Fifth Amendment toLoan and Security Agreement dated as of March 26, 2003, as amended by thatcertain Sixth Amendment to Loan and Security Agreement dated as of May 30,2003, as amended by that certain Seventh Amendment to Loan and SecurityAgreement dated as of as July 29, 2004, as amended by that certain EighthAmendment to Loan and Security Agreement dated as of as May 31, 2005, eachas further amended from time to time. To grant a security interest to Bank inthe Collateral described in the Third Party Security Agreement by and betweenthe Company and Bank (the “Security Agreement”), which security interest shallsecure all of the Company’s obligations, as described in that certainUnconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).

 

**ExecuteAffirmation of Security Agreement and Guaranty.**Toexecute the Affirmation of Security Agreement and Guaranty dated as of May 31,2005, and any other agreement entered into between Company and Bank inconnection therewith, all as amended or extended from time to time(collectively, the “Secured Guaranty Documents”), and also to execute anddeliver to Bank one or more renewals, extensions, modifications, refinancings,consolidations, or substitutions for the Secured Guaranty Documents, or anyportion thereof.

 

**FurtherActs****.** In the caseof lines of credit, to designate additional or alternate individuals as beingauthorized to request advances thereunder, and in all cases, to do and performsuch other acts and things, to pay any and all fees and costs, and to executeand deliver such other documents and agreements as they may in their discretiondeem reasonably necessary or proper in order to carry into effect theprovisions of these Resolutions.

 

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BE IT FURTHERRESOLVED, that any and all acts authorized pursuant to these resolutions andperformed prior to the passage of these resolutions are hereby ratified andapproved, that these Resolutions shall remain in full force and effect and Bankmay rely on these Resolutions until written notice of their revocation shallhave been delivered to and received by Bank. Any such notice shall not affectany of the Company’s agreements or commitments in effect at the time notice isgiven.

 

I FURTHERCERTIFY that the officers, employees, and agents named above are duly elected,appointed, or employed by or for the Company, as the case may be, and occupythe positions set opposite their respective names; that the foregoingResolutions now stand of record on the books of the Company; and that theResolutions are in full force and effect and have not been modified or revokedin any manner whatsoever.

 

IN WITNESSWHEREOF, I have hereunto set my hand on May 31, 2005 and attest that thesignatures set opposite the names listed above are their genuine signatures.

 
|   | CERTIFIED TO AND ATTESTED BY:**   SEEBEYOND (DEUTSCHLAND) GmbH** |
|--------|-----------------------------------------------------------------------|
|   |                                                                  |
|   |                                                                  |
|   | **X**                                                                 | /s/ Barry J. Plaga |   |

 

 
| **The above statements are correct.**                                                                                             |       |
|-----------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                        |       |
| **By:**                                                                                                                           |       |   |   |
| **Printed Name:**                                                                                                                 | ** ** | ** ** | ** ** |
| **Title:**                                                                                                                        |       |   |   |
| **SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A  SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO SIGN ALONE.** |       |
|                                                                                                                                   |            |  |  |  |  |  |

 

**Failure tocomplete the above when the Secretary is authorized to sign alone shallconstitute a certification by the Secretary that the Secretary is the soleShareholder, Director and Officer of the Corporation.**

 

Attachment - Organizational Documents

 

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**AFFIRMATIONOF SECURITY AGREEMENT AND GUARANTY**

 

SEEBEYONDTECHNOLOGY CORPORATION JAPAN K.K. (fka SOFTWARE TECHNOLOGIES CORPORATION JAPANK.K.) (“Guarantor”), grantor under that certain Third Party Security Agreement(the “Security Agreement”) and guarantor under that certain UnconditionalGuaranty (the “Guaranty”), both Eighth Amendment to Loan and Security Agreementdated as of May 31, 2005 (the “Amendment”) and the documents andinstruments executed in connection therewith, as well as all other amendmentsand modifications to the Loan Agreement.

 

The SecurityAgreement and the Guaranty shall remain in full force and effect with respectto all of Borrower’s Obligations (as defined in the Loan and Security Agreementdated as of December 4, 2000, as amended from time to time, by and betweenCOMERICA BANK, successor by merger to COMERICA BANK-CALIFORNIA and SEEBEYONDTECHNOLOGY CORPORATION) as modified by the Amendment and otherwise. Guarantorconfirms that Guarantor has no defenses against its obligations under theGuaranty, and that the security interest granted pursuant to the SecurityAgreement remains a first in priority perfected security interest.

 

Guarantorrepresents and warrants that the representations and warranties and covenantscontained in the Guaranty and the Security Agreement are true and correct as ofthe date of this Affirmation. Unless otherwise defined, all capitalized termsin this Affirmation shall be as defined in the Guaranty or the SecurityAgreement, as appropriate.

 

IN WITNESSWHEREOF, the undersigned has executed this Affirmation of Security Agreementand Guaranty as of May 31, 2005.

 
|         | SEEBEYOND TECHNOLOGY CORPORATION JAPAN K.K. |
|--------------|---------------------------------------------|
|         |                                        |
|         | By:                                         | /s/ Barry J. Plaga |   |
|         |                                        |   |   |
| Title:  | EVP & CFO                               |   |

 

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**COMPANYRESOLUTIONS**

 

COMPANY:        **SEEBEYONDTECHNOLOGY CORPORATION JAPAN K.K.**

 

I, theundersigned Secretary or Assistant Secretary of SEEBEYOND TECHNOLOGYCORPORATION JAPAN K.K. (the “Company”), HEREBY CERTIFY that the Company isorganized and existing under and by virtue of the laws of the country of Japan.

 

I FURTHERCERTIFY that attached hereto as Attachments 1 and 2 are true and completecopies of the Articles of Incorporation and Bylaws of the Company, each ofwhich is in full force and effect on the date hereof.

 

I FURTHER CERTIFYthat a meeting of the Directors of the Company (or by other duly authorizedcorporate action in lieu of a meeting), duly called and held, at which a quorumwas present and voting, the following resolutions were adopted.

 

BE ITRESOLVED, that **any one (1)** of the followingnamed officers, employees, or agents of this Company, whose actual signaturesare shown below:

 
| **NAMES**            | ** ** | **POSITIONS**     | ** ** | **ACTUAL SIGNATURES**    |
|----------------------|------------|-------------------|------------|--------------------------|
| James T. Demetriades |       | CEO & Founder |       | /s/ James T. Demetriades |
| Barry J. Plaga       |       | EVP & CFO     |       | /s/ Barry J. Plaga       |
|                 |       |              |       |                     |

 

acting for andon behalf of this Company and as its act and deed be, and they hereby are,authorized and empowered:

 

**GuarantyIndebtedness; Grant Security.**To guaranty amountsborrowed from time to time from Comerica Bank, successor by merger to ComericaBank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)including without limitation pursuant to that certain Loan and SecurityAgreement between Borrower and Bank dated as of December 4, 2000, asamended by that certain Amendment to Loan and Security Agreement dated as of June 10,2001, as amended by that certain Second Amendment to Loan and SecurityAgreement dated as of October 31, 2001, as amended by that certain ThirdAmendment to Loan and Security Agreement dated as of August 7, 2002, asamended by that certain Fourth Amendment to Loan and Security Agreement datedas of December 24, 2002, as amended by that certain Fifth Amendment toLoan and Security Agreement dated as of March 26, 2003, as amended by thatcertain Sixth Amendment to Loan and Security Agreement dated as of May 30,2003, as amended by that certain Seventh Amendment to Loan and SecurityAgreement dated as of as July 29, 2004, as amended by that certain EighthAmendment to Loan and Security Agreement dated as of as May 31, 2005, eachas further amended from time to time. To grant a security interest to Bank inthe Collateral described in the Third Party Security Agreement by and betweenthe Company and Bank (the “Security Agreement”), which security interest shallsecure all of the Company’s obligations, as described in that certainUnconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).

 

**ExecuteAffirmation of Security Agreement and Guaranty.**Toexecute the Affirmation of Security Agreement and Guaranty dated as of May 31,2005, and any other agreement entered into between Company and Bank inconnection therewith, all as amended or extended from time to time(collectively, the “Secured Guaranty Documents”), and also to execute anddeliver to Bank one or more renewals, extensions, modifications, refinancings,consolidations, or substitutions for the Secured Guaranty Documents, or anyportion thereof.

 

**FurtherActs.**In the case of lines of credit, to designateadditional or alternate individuals as being authorized to request advancesthereunder, and in all cases, to do and perform such other acts and things, topay any and all fees and costs, and to execute and deliver such other documentsand agreements as they may in their discretion deem reasonably necessary orproper in order to carry into effect the provisions of these Resolutions.

 

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BE IT FURTHERRESOLVED, that any and all acts authorized pursuant to these resolutions andperformed prior to the passage of these resolutions are hereby ratified andapproved, that these Resolutions shall remain in full force and effect and Bankmay rely on these Resolutions until written notice of their revocation shallhave been delivered to and received by Bank. Any such notice shall not affectany of the Company’s agreements or commitments in effect at the time notice isgiven.

 

I FURTHERCERTIFY that the officers, employees, and agents named above are duly elected,appointed, or employed by or for the Company, as the case may be, and occupythe positions set opposite their respective names; that the foregoingResolutions now stand of record on the books of the Company; and that theResolutions are in full force and effect and have not been modified or revokedin any manner whatsoever.

 

IN WITNESSWHEREOF, I have hereunto set my hand on May 31, 2005 and attest that thesignatures set opposite the names listed above are their genuine signatures.

 
|       | CERTIFIED TO AND ATTESTED BY:        |
|------------|--------------------------------------|
| ** ** | **SEEBEYOND TECHNOLOGY CORPORATION** |
|       | **JAPAN K.K.**                       |
|       |                                 |
|       |                                 |
| ** ** | **X**                                | /s/ Barry J. Plaga | ** ** |

 
| **The above statements are correct.**                                                                                             |       |
|-----------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                        |       |
| **By:**                                                                                                                           |       |   |   |
| **Printed Name:**                                                                                                                 | ** ** | ** ** | ** ** |
| **Title:**                                                                                                                        |       |   |   |
| **SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A  SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO SIGN ALONE.** |       |
|                                                                                                                                   |            |  |  |  |  |  |

 

**Failureto complete the above when the Secretary is authorized to sign alone shallconstitute a certification by the Secretary that the Secretary is the soleShareholder, Director and Officer of the Corporation.**

 

Attachment 1 - Articles of Incorporation 

Attachment 2 - Bylaws

 

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**AFFIRMATIONOF SECURITY AGREEMENT AND GUARANTY**

 

SEEBEYONDFRANCE, SARL (fka SOFTWARE TECHNOLOGIES CORPORATION FRANCE, SARL) (“Guarantor”),grantor under that certain Third Party Security Agreement (the “SecurityAgreement”) and guarantor under that certain Unconditional Guaranty (the “Guaranty”),both dated as of December 4, 2000, hereby consents to the execution,delivery and performance by Borrower of the Eighth Amendment to Loan andSecurity Agreement dated as of May 31, 2005 (the “Amendment”) and thedocuments and instruments executed in connection therewith, as well as allother amendments and modifications to the Loan Agreement.

 

The SecurityAgreement and the Guaranty shall remain in full force and effect with respectto all of Borrower’s Obligations (as defined in the Loan and Security Agreementdated as of December 4, 2000, as amended from time to time, by and betweenCOMERICA BANK, successor by merger to COMERICA BANK-CALIFORNIA and SEEBEYONDTECHNOLOGY CORPORATION) as modified by the Amendment and otherwise. Guarantorconfirms that Guarantor has no defenses against its obligations under theGuaranty, and that the security interest granted pursuant to the Security Agreementremains a first in priority perfected security interest.

 

Guarantorrepresents and warrants that the representations and warranties and covenantscontained in the Guaranty and the Security Agreement are true and correct as ofthe date of this Affirmation. Unless otherwise defined, all capitalized termsin this Affirmation shall be as defined in the Guaranty or the SecurityAgreement, as appropriate.

 

IN WITNESSWHEREOF, the undersigned has executed this Affirmation of Security Agreementand Guaranty as of May 31, 2005.

 
|   | SEEBEYOND FRANCE, SARL |
|--------|------------------------|
|   |                   |
|   | By:                    | /s/ Barry J. Plaga |   |
|   |                   |
|   | Title:                 | EVP & CFO |   |
|        |                        |  |  |  |

 

1

----

 

**COMPANYRESOLUTIONS**

 

COMPANY:        **SEEBEYONDFRANCE, SARL**

 

I, theundersigned Secretary or Assistant Secretary of SEEBEYOND France, SARL (the “Company”),HEREBY CERTIFY that the Company is organized and existing under and by virtueof the laws of the country of France.

 

I FURTHERCERTIFY that attached hereto as Attachments 1 and 2 are true and complete copiesof the Deed of Incorporation and Bylaws of the Company, each of which is infull force and effect on the date hereof.

 

I FURTHERCERTIFY that a meeting of the Directors of the Company (or by other dulyauthorized corporate action in lieu of a meeting), duly called and held, atwhich a quorum was present and voting, the following resolutions were adopted.

 

BE ITRESOLVED, that **any one (1)** of the followingnamed officers, employees, or agents of this Company, whose actual signaturesare shown below:

 
| **NAMES**            | ** ** | **POSITIONS**     | ** ** | **ACTUAL SIGNATURES**    |
|----------------------|------------|-------------------|------------|--------------------------|
| James T. Demetriades |       | CEO & Founder |       | /s/ James T. Demetriades |
| Barry J. Plaga       |       | EVP & CFO     |       | /s/ Barry J. Plaga       |
|                 |       |              |       |                     |

 

acting for andon behalf of this Company and as its act and deed be, and they hereby are,authorized and empowered:

 

**GuarantyIndebtedness; Grant Security.**To guaranty amountsborrowed from time to time from Comerica Bank, successor by merger to ComericaBank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)including without limitation pursuant to that certain Loan and SecurityAgreement between Borrower and Bank dated as of December 4, 2000, asamended by that certain Amendment to Loan and Security Agreement dated as of June 10,2001, as amended by that certain Second Amendment to Loan and SecurityAgreement dated as of October 31, 2001, as amended by that certain ThirdAmendment to Loan and Security Agreement dated as of August 7, 2002, asamended by that certain Fourth Amendment to Loan and Security Agreement datedas of December 24, 2002, as amended by that certain Fifth Amendment toLoan and Security Agreement dated as of March 26, 2003, as amended by thatcertain Sixth Amendment to Loan and Security Agreement dated as of May 30,2003, as amended by that certain Seventh Amendment to Loan and SecurityAgreement dated as of as July 29, 2004, as amended by that certain EighthAmendment to Loan and Security Agreement dated as of as May 31, 2005, eachas further amended from time to time. To grant a security interest to Bank inthe Collateral described in the Third Party Security Agreement by and betweenthe Company and Bank (the “Security Agreement”), which security interest shallsecure all of the Company’s obligations, as described in that certainUnconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).

 

**ExecuteAffirmation of Security Agreement and Guaranty.**Toexecute the Affirmation of Security Agreement and Guaranty dated as of May 31,2005, and any other agreement entered into between Company and Bank in connectiontherewith, all as amended or extended from time to time (collectively, the “SecuredGuaranty Documents”), and also to execute and deliver to Bank one or morerenewals, extensions, modifications, refinancings, consolidations, orsubstitutions for the Secured Guaranty Documents, or any portion thereof.

 

**FurtherActs.**In the case of lines of credit, to designateadditional or alternate individuals as being authorized to request advancesthereunder, and in all cases, to do and perform such other acts and things, topay any and all fees and costs, and to execute and deliver such other documentsand agreements as they may in their discretion deem reasonably necessary orproper in order to carry into effect the provisions of these Resolutions.

 

1

----

 

BE IT FURTHERRESOLVED, that any and all acts authorized pursuant to these resolutions andperformed prior to the passage of these resolutions are hereby ratified andapproved, that these Resolutions shall remain in full force and effect and Bankmay rely on these Resolutions until written notice of their revocation shallhave been delivered to and received by Bank. Any such notice shall not affectany of the Company’s agreements or commitments in effect at the time notice isgiven.

 

I FURTHERCERTIFY that the officers, employees, and agents named above are duly elected,appointed, or employed by or for the Company, as the case may be, and occupythe positions set opposite their respective names; that the foregoing Resolutionsnow stand of record on the books of the Company; and that the Resolutions arein full force and effect and have not been modified or revoked in any mannerwhatsoever.

 

IN WITNESSWHEREOF, I have hereunto set my hand on May 31, 2005 and attest that thesignatures set opposite the names listed above are their genuine signatures.

 
|       | CERTIFIED TO AND ATTESTED BY:** ** |
|------------|-----------------------------------------|
|       | **SEEBEYOND FRANCE, SARL**              |
|       | ** **                              |
|       | ** **                              |
| ** ** | **X**                                   | /s/ Barry J. Plaga | ** ** |

 
| **The above statements are correct.**                                                                                             |       |
|-----------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                        |       |
| **By:**                                                                                                                           |       |   |   |
| **Printed Name:**                                                                                                                 | ** ** | ** ** | ** ** |
| **Title:**                                                                                                                        |       |   |   |
| **SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A  SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO SIGN ALONE.** |       |
|                                                                                                                                   |            |  |  |  |  |  |

 

**Failure tocomplete the above when the Secretary is authorized to sign alone shallconstitute a certification by the Secretary that the Secretary is the soleShareholder, Director and Officer of the Corporation.**

 

Attachment 1 - Deed of Incorporation 

Attachment 2 - Bylaws

 

2

----

 

**AFFIRMATIONOF SECURITY AGREEMENT AND GUARANTY**

 

SEEBEYOND(BELGIUM) (fka SOFTWARE TECHNOLOGIES CORPORATION – BENELUX) (“Guarantor”),grantor under that certain Third Party Security Agreement (the “SecurityAgreement”) and guarantor under that certain Unconditional Guaranty (the “Guaranty”),both dated as of December 4, 2000, hereby consents to the execution,delivery and performance by Borrower of the Eighth Amendment to Loan andSecurity Agreement dated as of May 31, 2005 (the “Amendment”) and thedocuments and instruments executed in connection therewith, as well as all otheramendments and modifications to the Loan Agreement.

 

The SecurityAgreement and the Guaranty shall remain in full force and effect with respectto all of Borrower’s Obligations (as defined in the Loan and Security Agreementdated as of December 4, 2000, as amended from time to time, by and betweenCOMERICA BANK, successor by merger to COMERICA BANK – CALIFORNIA and SEEBEYONDTECHNOLOGY CORPORATION) as modified by the Amendment and otherwise. Guarantorconfirms that Guarantor has no defenses against its obligations under theGuaranty, and that the security interest granted pursuant to the SecurityAgreement remains a first in priority perfected security interest.

 

Guarantorrepresents and warrants that the representations and warranties and covenantscontained in the Guaranty and the Security Agreement are true and correct as ofthe date of this Affirmation. Unless otherwise defined, all capitalized termsin this Affirmation shall be as defined in the Guaranty or the SecurityAgreement, as appropriate.

 

IN WITNESSWHEREOF, the undersigned has executed this Affirmation of Security Agreementand Guaranty as of May 31, 2005.

 
|   | SEEBEYOND (BELGIUM) |
|--------|---------------------|
|   |                |
|   | By:                 | /s/ Barry J. Plaga |   |
|   |                |
|   | Title:              | EVP & CFO |   |
|        |                     |  |  |  |

 

1

----

 

**LIMITEDLIABILITY COMPANY RESOLUTION**

 

**Company:****                                         SEEBEYOND(BELGIUM), a Belgian limited liability company**

 

WE THEUNDERSIGNED, hereby certify that SEEBEYOND (BELGIUM) (fka SEEBEYOND-Benelux), aBelgian limited liability company (“Company”), is duly organized, existing andin good standing as a

 
|   |   |  member-managed  |
|--------|--------|-----------------------|
|   | X      |  manager-managed |

 

limitedliability company under and by virtue of the laws of the country of Belgium,and that we are all of Company’s

 
|   |   |  members  |
|--------|--------|----------------|
|   | X      |  managers |

 

and thatCompany’s name shown above is the complete and correct name of Company.

 

WE FURTHERCERTIFY that at a meeting of Company (or by other duly authorized companyaction in lieu of a meeting), duly called and held, at which all of theundersigned were present and voting, the following resolutions were adopted:

 

BE ITRESOLVED, that any one (1) of the undersigned, acting for and on behalf ofCompany and as its act and deed be, and he or she hereby is, authorized andempowered in the name of Company:

 

**GuarantyIndebtedness; Grant Security.**To guaranty amountsborrowed from time to time from Comerica Bank, successor by merger to ComericaBank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)including without limitation pursuant to that certain Loan and SecurityAgreement between Borrower and Bank dated as of December 4, 2000, asamended by that certain Amendment to Loan and Security Agreement dated as of June 10,2001, as amended by that certain Second Amendment to Loan and SecurityAgreement dated as of October 31, 2001, as amended by that certain ThirdAmendment to Loan and Security Agreement dated as of August 7, 2002, asamended by that certain Fourth Amendment to Loan and Security Agreement datedas of December 24, 2002, as amended by that certain Fifth Amendment toLoan and Security Agreement dated as of March 26, 2003, as amended by thatcertain Sixth Amendment to Loan and Security Agreement dated as of May 30,2003, as amended by that certain Seventh Amendment to Loan and SecurityAgreement dated as of as July 29, 2004, as amended by that certain EighthAmendment to Loan and Security Agreement dated as of as May 31, 2005, eachas further amended from time to time. To grant a security interest to Bank inthe Collateral described in the Third Party Security Agreement by and betweenthe Company and Bank (the “Security Agreement”), which security interest shallsecure all of the Company’s obligations, as described in that certainUnconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).

 

**ExecuteAffirmation of Security Agreement and Guaranty.**Toexecute the Affirmation of Security Agreement and Guaranty dated as of May 31,2005, and any other agreement entered into between Company and Bank inconnection therewith, all as amended or extended from time to time(collectively, the “Secured Guaranty Documents”), and also to execute anddeliver to Bank one or more renewals, extensions, modifications, refinancings,consolidations, or substitutions for the Secured Guaranty Documents, or anyportion thereof.

 

**FurtherActs.**To do and perform such other acts and things, topay any and all fees and costs, and to execute and deliver such other documentsand agreements as they may in their discretion deem reasonably necessary orproper in order to carry into effect the provisions of these Resolutions.

 

BE IT FURTHERRESOLVED, that any and all acts authorized pursuant to these resolutions andperformed prior to the passage of these resolutions are hereby ratified andapproved, that these resolutions shall remain in full force and effect and Bankmay rely on these resolutions until written notice of their revocation shall

 

1

----

 

have beendelivered to and received by Bank. Any such notice shall not affect any ofCompany’s agreements or commitments in effect at the time notice is given.

 

WE FURTHERCERTIFY that the undersigned are duly elected, appointed, or employed by or forCompany, as the case may be, and occupy the positions set opposite their names;that the foregoing resolutions now stand of record on the books of Company, andthat the resolutions are in full force and effect and have not been modified orrevoked in any manner whatsoever.

 

I FURTHERCERTIFY that the Deed and Articles of Organization of the Company attachedhereto as Exhibit A are true and correct, that the Deed andArticles of Organization are in full force and effect as of the date hereof,and that no provision of the Deed and Articles of Organization restricts theCompany from entering into, or performing its obligations under, the Pledge.

 

**Weeach have read all the provisions of this Limited Liability Company Resolution,and we each jointly and severally and on behalf of Company certify and agree toits terms. This certificate is dated May 31, 2005.**

 
|         |         | /s/ Barry J. Plaga |   |
|--------------|--------------|--------------------|--------|
|         |         | Barry J. Plaga     |   |
| [print name] | [print name] |
|         |         |
|         |         |               |   |
|         |         |               |   |
| [print name] | [print name] |

 

Attachment A – Deed and Articles ofOrganization

 

2

----

 

**AFFIRMATIONOF SECURITY AGREEMENT AND GUARANTY**

 

SEEBEYOND PTYLTD. (fka SOFTWARE TECHNOLOGIES CORPORATION AUSTRALIA PTY LTD.) (“Guarantor”),grantor under that certain Third Party Security Agreement (the “SecurityAgreement”) and guarantor under that certain Unconditional Guaranty (the “Guaranty”),both dated as of December 4, 2000, hereby consents to the execution,delivery and performance by Borrower of the Eighth Amendment to Loan andSecurity Agreement dated as of May 31, 2005 (the “Amendment”) and thedocuments and instruments executed in connection therewith, as well as allother amendments and modifications to the Loan Agreement.

 

The SecurityAgreement and the Guaranty shall remain in full force and effect with respectto all of Borrower’s Obligations (as defined in the Loan and Security Agreementdated as of December 4, 2000, as amended from time to time, by and betweenCOMERICA BANK, successor by merger to COMERICA BANK-CALIFORNIA and SEEBEYONDTECHNOLOGY CORPORATION) as modified by the Amendment and otherwise. Guarantorconfirms that Guarantor has no defenses against its obligations under theGuaranty, and that the security interest granted pursuant to the SecurityAgreement remains a first in priority perfected security interest.

 

Guarantorrepresents and warrants that the representations and warranties and covenantscontained in the Guaranty and the Security Agreement are true and correct as ofthe date of this Affirmation. Unless otherwise defined, all capitalized termsin this Affirmation shall be as defined in the Guaranty or the Security Agreement,as appropriate.

 

IN WITNESSWHEREOF, the undersigned has executed this Affirmation of Security Agreementand Guaranty as of May 31, 2005.

 
|   | SEEBEYOND PTY LTD. |
|--------|--------------------|
|   |               |
|   | By:                | /s/ Barry J. Plaga |   |
|   |               |
|   | Title:             | EVP & CFO |   |
|        |                    |  |  |  |

 

1

----

 

**COMPANYRESOLUTIONS**

 
| COMPANY: | ** ** | **SEEBEYOND PTY LTD.** |
|----------|------------|------------------------|

 

I, theundersigned Secretary or Assistant Secretary of SEEBEYOND PTY LTD. (fkaSOFTWARE TECHNOLOGIES CORPORATION AUSTRALIA PTY LTD.) (the “Company”), HEREBYCERTIFY that the Company is organized and existing under and by virtue of thelaws of Australia.

 

I FURTHERCERTIFY that attached hereto as Attachments 1 and 2 are true and completecopies of the Memorandum and Articles of Association of the Company, each ofwhich is in full force and effect on the date hereof.

 

I FURTHERCERTIFY that a meeting of the Directors of the Company (or by other dulyauthorized corporate action in lieu of a meeting), duly called and held, atwhich a quorum was present and voting, the following resolutions were adopted.

 

BE ITRESOLVED, that **any one (1)** of the followingnamed officers, employees, or agents of this Company, whose actual signaturesare shown below:

 
| **NAMES**            | ** ** | **POSITIONS**     | ** ** | **ACTUAL SIGNATURES**    |
|----------------------|------------|-------------------|------------|--------------------------|
| James T. Demetriades |       | CEO & Founder |       | /s/ James T. Demetriades |
| Barry J. Plaga       |       | EVP & CFO     |       | /s/ Barry J. Plaga       |
|                 |       |              |       |                     |

 

acting for andon behalf of this Company and as its act and deed be, and they hereby are,authorized and empowered:

 

**GuarantyIndebtedness; Grant Security.**To guaranty amountsborrowed from time to time from Comerica Bank, successor by merger to ComericaBank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)including without limitation pursuant to that certain Loan and SecurityAgreement between Borrower and Bank dated as of December 4, 2000, asamended by that certain Amendment to Loan and Security Agreement dated as of June 10,2001, as amended by that certain Second Amendment to Loan and SecurityAgreement dated as of October 31, 2001, as amended by that certain ThirdAmendment to Loan and Security Agreement dated as of August 7, 2002, asamended by that certain Fourth Amendment to Loan and Security Agreement datedas of December 24, 2002, as amended by that certain Fifth Amendment toLoan and Security Agreement dated as of March 26, 2003, as amended by thatcertain Sixth Amendment to Loan and Security Agreement dated as of May 30,2003, as amended by that certain Seventh Amendment to Loan and SecurityAgreement dated as of as July 29, 2004, as amended by that certain EighthAmendment to Loan and Security Agreement dated as of as May 31, 2005, eachas further amended from time to time. To grant a security interest to Bank inthe Collateral described in the Third Party Security Agreement by and betweenthe Company and Bank (the “Security Agreement”), which security interest shallsecure all of the Company’s obligations, as described in that certainUnconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).

 

**ExecuteAffirmation of Security Agreement and Guaranty.**Toexecute the Affirmation of Security Agreement and Guaranty dated as of May 31,2005, and any other agreement entered into between Company and Bank inconnection therewith, all as amended or extended from time to time(collectively, the “Secured Guaranty Documents”), and also to execute anddeliver to Bank one or more renewals, extensions, modifications, refinancings,consolidations, or substitutions for the Secured Guaranty Documents, or anyportion thereof.

 

**FurtherActs.**In the case of lines of credit, to designateadditional or alternate individuals as being authorized to request advancesthereunder, and in all cases, to do and perform such other acts and things, topay any and all fees and costs, and to execute and deliver such other documentsand agreements as they may in their discretion deem reasonably necessary orproper in order to carry into effect the provisions of these Resolutions.

 

1

----

 

BE IT FURTHERRESOLVED, that any and all acts authorized pursuant to these resolutions andperformed prior to the passage of these resolutions are hereby ratified andapproved, that these Resolutions shall remain in full force and effect and Bankmay rely on these Resolutions until written notice of their revocation shallhave been delivered to and received by Bank. Any such notice shall not affectany of the Company’s agreements or commitments in effect at the time notice isgiven.

 

I FURTHERCERTIFY that the officers, employees, and agents named above are duly elected,appointed, or employed by or for the Company, as the case may be, and occupythe positions set opposite their respective names; that the foregoingResolutions now stand of record on the books of the Company; and that theResolutions are in full force and effect and have not been modified or revokedin any manner whatsoever.

 

IN WITNESSWHEREOF, I have hereunto set my hand on May 31, 2005 and attest that thesignatures set opposite the names listed above are their genuine signatures.

 
|       | CERTIFIED TO AND ATTESTED BY: |
|------------|-------------------------------|
|       | **SEEBEYOND PTY LTD.**        |
|       |                          |
|       |                          |
| ** ** | **X**                         | /s/ Barry J. Plaga | ** ** |

 
| **The above statements are correct.**                                                                                             |       |
|-----------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                        |       |
| **By:**                                                                                                                           |       |   |   |
| **Printed Name:**                                                                                                                 | ** ** | ** ** | ** ** |
| **Title:**                                                                                                                        |       |   |   |
| **SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A  SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO SIGN ALONE.** |       |
|                                                                                                                                   |            |  |  |  |  |  |

 

**Failureto complete the above when the Secretary is authorized to sign alone shallconstitute a certification by the Secretary that the Secretary is the soleShareholder, Director and Officer of the Corporation.**

 

Attachment 1 – Memorandum and Articles ofAssociation

 

2

----

 

**AFFIRMATIONOF SECURITY AGREEMENT AND GUARANTY**

 

SEEBEYOND (UK)LIMITED (fka SOFTWARE TECHNOLOGIES CORPORATION (UK) LIMITED) (“Guarantor”),grantor under that certain Third Party Security Agreement (the “SecurityAgreement”) and guarantor under that certain Unconditional Guaranty (the “Guaranty”),both dated as of December 4, 2000, both dated as of December 4, 2000,hereby consents to the execution, delivery and performance by Borrower of theEighth Amendment to Loan and Security Agreement dated as of May 31, 2005(the “Amendment”) and the documents and instruments executed in connectiontherewith, as well as all other amendments and modifications to the LoanAgreement.

 

The SecurityAgreement and the Guaranty shall remain in full force and effect with respectto all of Borrower’s Obligations (as defined in the Loan and Security Agreementdated as of December 4, 2000, as amended from time to time, by and betweenCOMERICA BANK, successor by merger to COMERICA BANK-CALIFORNIA and SEEBEYONDTECHNOLOGY CORPORATION) as modified by the Amendment and otherwise. Guarantorconfirms that Guarantor has no defenses against its obligations under theGuaranty, and that the security interest granted pursuant to the SecurityAgreement remains a first in priority perfected security interest.

 

Guarantorrepresents and warrants that the representations and warranties and covenantscontained in the Guaranty and the Security Agreement are true and correct as ofthe date of this Affirmation. Unless otherwise defined, all capitalized termsin this Affirmation shall be as defined in the Guaranty or the SecurityAgreement, as appropriate.

 

IN WITNESSWHEREOF, the undersigned has executed this Affirmation of Security Agreementand Guaranty as of May 31, 2005.

 
|   | SEEBEYOND (UK) LIMITED |
|--------|------------------------|
|   |                   |
|   | By:                    | /s/ Barry J. Plaga |   |
|   |                   |
|   | Title:                 | EVP & CFO |   |
|        |                        |  |  |  |

 

1

----

 

**COMPANYRESOLUTIONS**

 
| COMPANY: | ** ** | **SEEBEYOND****(UK)****LIMITED** |
|----------|------------|----------------------------------|

 

I, the undersignedSecretary or Assistant Secretary of SEEBEYOND (UK) Limited (the “Company”),HEREBY CERTIFY that the Company is organized and existing under and by virtueof the laws of the country of the United Kingdom.

 

I FURTHERCERTIFY that attached hereto as Attachments 1 and 2 are true and completecopies of the Memorandum and Articles of Association of the Company, each ofwhich is in full force and effect on the date hereof.

 

I FURTHERCERTIFY that a meeting of the Directors of the Company (or by other dulyauthorized corporate action in lieu of a meeting), duly called and held, atwhich a quorum was present and voting, the following resolutions were adopted.

 

BE ITRESOLVED, that any one (1) of the following named officers, employees, oragents of this Company, whose actual signatures are shown below:

 
| **NAMES**            | ** ** | **POSITIONS**     | ** ** | **ACTUAL SIGNATURES**    |
|----------------------|------------|-------------------|------------|--------------------------|
| James T. Demetriades |       | CEO & Founder |       | /s/ James T. Demetriades |
| Barry J. Plaga       |       | EVP & CFO     |       | /s/ Barry J. Plaga       |
|                 |       |              |       |                     |

 

acting for andon behalf of this Company and as its act and deed be, and they hereby are,authorized and empowered:

 

**GuarantyIndebtedness; Grant Security.**To guaranty amountsborrowed from time to time from Comerica Bank, successor by merger to ComericaBank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)including without limitation pursuant to that certain Loan and SecurityAgreement between Borrower and Bank dated as of December 4, 2000, asamended by that certain Amendment to Loan and Security Agreement dated as of June 10,2001, as amended by that certain Second Amendment to Loan and SecurityAgreement dated as of October 31, 2001, as amended by that certain ThirdAmendment to Loan and Security Agreement dated as of August 7, 2002, asamended by that certain Fourth Amendment to Loan and Security Agreement datedas of December 24, 2002, as amended by that certain Fifth Amendment toLoan and Security Agreement dated as of March 26, 2003, as amended by thatcertain Sixth Amendment to Loan and Security Agreement dated as of May 30,2003, as amended by that certain Seventh Amendment to Loan and SecurityAgreement dated as of as July 29, 2004, as amended by that certain EighthAmendment to Loan and Security Agreement dated as of as May 31, 2005, eachas further amended from time to time. To grant a security interest to Bank inthe Collateral described in the Third Party Security Agreement by and betweenthe Company and Bank (the “Security Agreement”), which security interest shallsecure all of the Company’s obligations, as described in that certainUnconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).

 

**ExecuteAffirmation of Security Agreement and Guaranty.**Toexecute the Affirmation of Security Agreement and Guaranty dated as of May 31,2005, and any other agreement entered into between Company and Bank inconnection therewith, all as amended or extended from time to time(collectively, the “Secured Guaranty Documents”), and also to execute anddeliver to Bank one or more renewals, extensions, modifications, refinancings,consolidations, or substitutions for the Secured Guaranty Documents, or anyportion thereof.

 

**FurtherActs.**In the case of lines of credit, to designateadditional or alternate individuals as being authorized to request advancesthereunder, and in all cases, to do and perform such other acts and things, topay any and all fees and costs, and to execute and deliver such other documentsand agreements as they may in their discretion deem reasonably necessary orproper in order to carry into effect the provisions of these Resolutions.

 

1

----

 

BE IT FURTHERRESOLVED, that any and all acts authorized pursuant to these resolutions andperformed prior to the passage of these resolutions are hereby ratified andapproved, that these Resolutions shall remain in full force and effect and Bankmay rely on these Resolutions until written notice of their revocation shallhave been delivered to and received by Bank. Any such notice shall not affectany of the Company’s agreements or commitments in effect at the time notice isgiven.

 

I FURTHERCERTIFY that the officers, employees, and agents named above are duly elected,appointed, or employed by or for the Company, as the case may be, and occupythe positions set opposite their respective names; that the foregoingResolutions now stand of record on the books of the Company; and that theResolutions are in full force and effect and have not been modified or revokedin any manner whatsoever.

 

IN WITNESSWHEREOF, I have hereunto set my hand on May 31, 2005 and attest that thesignatures set opposite the names listed above are their genuine signatures.

 
|       | CERTIFIED TO AND ATTESTED BY: |
|------------|-------------------------------|
|       | **SEEBEYOND****(UK) LIMITED** |
|       |                          |
|       |                          |
| ** ** | **X**                         | /s/ Barry J. Plaga | ** ** |

 
| **The above statements are correct.**                                                                                             |       |
|-----------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                        |       |
| **By:**                                                                                                                           |       |   |   |
| **Printed Name:**                                                                                                                 | ** ** | ** ** | ** ** |
| **Title:**                                                                                                                        |       |   |   |
| **SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A  SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO SIGN ALONE.** |       |
|                                                                                                                                   |            |  |  |  |  |  |

 

**Failureto complete the above when the Secretary is authorized to sign alone shall constitutea certification by the Secretary that the Secretary is the sole Shareholder,Director and Officer of the Corporation.**

 

Attachment 1 – Memorandum and Articles ofAssociation

 

2

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