Exhibit 10.36


 


EIGHTH AMENDMENT

TO 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 SEEBEYOND
TECHNOLOGY CORPORATION (“Borrower”).


RECITALS


 


Borrower and
Bank 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 Loan
and Security Agreement dated as of June 10, 2001, that certain 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 and that certain Seventh Amendment to Loan and Security Agreement dated as
of July 29, 2004 (collectively, the “Agreement”). The parties desire to
amend the Agreement in accordance with the terms of this Amendment.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.                                       The
following defined terms in Section 1.1 of the Agreement hereby are amended
or restated as follows:


 


“Revolving
Maturity Date” means May 31, 2006.


 


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


 


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


 


3.                                       Exhibit D
to the Agreement hereby is replaced in its entirety with Exhibit D
attached hereto.


 


4.                                       No
course of dealing on the part of Bank or its officers, nor any failure or delay
in the exercise of any right by Bank, shall operate as a waiver thereof, and
any single or partial exercise of any such right shall not preclude any later
exercise of any such right. Bank’s failure at any time to require strict
performance by a Borrower of any provision shall not affect any right of Bank
thereafter to demand strict compliance and performance. Any suspension or
waiver of a right must be in writing signed by an officer of Bank.


 


5.                                       Unless
otherwise defined, all initially capitalized terms in this Amendment shall be
as defined in the Agreement. The Agreement, as amended hereby, shall be and
remain in full force and effect in accordance with its respective terms and
hereby is ratified and confirmed in all respects. Except as expressly set forth
herein, the execution, delivery, and performance of this Amendment shall not
operate as a waiver of, or as an amendment of, any right, power, or remedy of
Bank under the Agreement, as in effect prior to the date hereof.


 


6.                                       Borrower
represents and warrants that the Representations and Warranties contained in
the Agreement are true and correct as of the date of this Amendment, and that
no Event of Default has occurred and is continuing.


 


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


 


(a)                                 this
Amendment, duly executed by Borrower;


 


(b)                                a
Certificate of the Secretary of Borrower with respect to incumbency and resolutions
authorizing the execution and delivery of this Amendment;


 


1





















 


(c)                                 a
renewal fee in the amount of $18,750, which may be debited from any of Borrower’s
accounts;


 


(d)                                an
Affirmation of Security Agreement and Guaranty, executed by each of Borrower’s
subsidiaries, in substantially the forms attached hereto;


 


(e)                                 all
Bank Expenses incurred through the date of this Amendment, which may be debited
from any of Borrower’s accounts; and


 


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


 


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


 


IN WITNESS
WHEREOF, the undersigned have executed this Amendment as of the first date
above 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 Security
Agreement]


 


2





















 


EXHIBIT D

COMPLIANCE CERTIFICATE


 


	
  TO:

  	
  COMERICA BANK

  
	
   

  	
   

  
	
  FROM:

  	
  SEEBEYOND TECHNOLOGY CORPORATION

  



 


The undersigned authorized
officer, on behalf of SEEBEYOND TECHNOLOGY CORPORATION, hereby certifies that
in accordance with the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance
for the period ending         with
all required covenants except as noted below and (ii) all representations
and warranties of Borrower stated in the Agreement are true and correct in all
material respects as of the date hereof. Attached herewith are the required
documents supporting the above certification. The Officer further certifies
that these are prepared in accordance with Generally Accepted Accounting
Principles (GAAP) and are consistently applied from one period to the next
except as explained in an accompanying letter or footnotes.


 


Please
indicate 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



  
								



 


1





















 


Corporation
Resolutions and Incumbency Certification 

Authority to Procure Loans


 


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


 


Copy
of Resolutions:


 


Be it Resolved, That:


 


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


 


(a)                                 Negotiate
and procure loans, letters of credit and other credit or financial
accommodations from Comerica Bank (“Bank”), a Michigan banking corporation,
including, without limitation, pursuant to that certain Loan and Security
Agreement dated as of December 4, 2000, as amended by that certain
Amendment to Loan and Security Agreement dated as of June 10, 2001, that
certain 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 of
July 29, 2004 and that certain Eighth Amendment to Loan and Security
Agreement dated as of May 31, 2005.


 


(b)                                Discount
with the Bank, commercial or other business paper belonging to the Corporation
made 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/or
instruments representing stocks, bonds, evidences of Indebtedness or other
securities owned by the Corporation, whether or not registered in the name of
the Corporation;


 


(d)                                Give
security for any liabilities of the Corporation to the Bank by grant, security
interest, assignment, lien, deed of trust or mortgage upon any real or personal
property, tangible or intangible of the Corporation; and


 


(e)                                 Execute
and deliver in form and content as may be required by the Bank any and all
notes, evidences of Indebtedness, applications for letters of credit,
guaranties, subordination agreements, loan and security agreements, financing
statements, assignments, liens, deeds of trust, mortgages, trust receipts and
other 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 the
Corporation’s property and assets.


 


2.                                       Said
Bank be and it is authorized and directed to pay the proceeds of any such loans
or discounts as directed by the persons so authorized to sign, whether so
payable to the order of any of said persons in their individual capacities or
not, and whether such proceeds are deposited to the individual credit of any of
said persons or not;


 


3.                                       Any
and all agreements, instruments and documents previously executed and acts and
things previously done to carry out the purposes of these Resolutions are
ratified, confirmed and approved as the act or acts of the Corporation.


 


4.                                       These
Resolutions shall continue in force, and the Bank may consider the holders of
said offices and their signatures to be and continue to be as set forth in a
certified copy of these Resolutions delivered to the


 


1





















 


Bank, until
notice to the contrary in writing is duly served on the Bank (such notice to
have no effect on any action previously taken by the Bank in reliance on these
Resolutions).


 


5.                                       Any
person, corporation or other legal entity dealing with the Bank may rely upon a
certificate signed by an officer of the Bank to effect that these Resolutions
and any agreement, instrument or document executed pursuant to them are still
in full force and effect and binding upon the Corporation.


 


6.                                       The
Bank may consider the holders of the offices of the Corporation and their
signatures, respectively, to be and continue to be as set forth in the
Certificate of the Secretary of the Corporation until notice to the contrary in
writing is duly served on the Bank.


 


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


 


I further certify that the following named
persons have been duly elected to the offices set opposite their respective
names, that they continue to hold these offices at the present time, and that
the signatures which appear below are the genuine, original signatures of each
respectively:


 


(PLEASE
SUPPLY 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 as
Secretary and have caused the corporate seal (where available) of said
Corporation 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 when
the Secretary is authorized to sign alone shall constitute a certification by
the Secretary that the Secretary is the sole Shareholder, Director and Officer
of the Corporation.


 


2





















 


AFFIRMATION
OF SECURITY AGREEMENT AND GUARANTY


 


SEEBEYOND
(DEUTSCHLAND) GMBH (fka SOFTWARE TECHNOLOGIES CORPORATION (DEUTSCHLAND) GMBH) (“Guarantor”),
grantor under that certain Third Party Security Agreement (the “Security
Agreement”) 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 and
Security Agreement dated as of May 31, 2005 (the “Amendment”) and the
documents and instruments executed in connection therewith, as well as all
other amendments and modifications to the Loan Agreement.


 


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


 


Guarantor
represents and warrants that the representations and warranties and covenants
contained in the Guaranty and the Security Agreement are true and correct as of
the date of this Affirmation. Unless otherwise defined, all capitalized terms
in this Affirmation shall be as defined in the Guaranty or the Security
Agreement, as appropriate.


 


IN WITNESS
WHEREOF, the undersigned has executed this Affirmation of Security Agreement
and Guaranty as of May 31, 2005.


 


	
   

  	
  SEEBEYOND (DEUTSCHLAND) GMBH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry J. Plaga

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP & CFO

  	
   

  
					



 


1





















 


COMPANY
RESOLUTIONS


 


COMPANY: SEEBEYOND (DEUTSCHLAND) GmbH


 


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


 


I FURTHER
CERTIFY that attached hereto as Attachment is a true and complete copy of the
organizational documents of the Company, which is in full force and effect on
the date hereof.


 


I FURTHER
CERTIFY that a meeting of the Directors of the Company (or by other duly
authorized corporate action in lieu of a meeting), duly called and held, at
which a quorum was present and voting, the following resolutions were adopted.


 


BE IT
RESOLVED, that any one (1) of the following
named officers, employees, or agents 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 and
on behalf of this Company and as its act and deed be, and they hereby are,
authorized and empowered:


 


Guaranty
Indebtedness; Grant Security. To guaranty amounts
borrowed from time to time from Comerica Bank, successor by merger to Comerica
Bank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)
including without limitation pursuant to that certain Loan and Security
Agreement between Borrower and Bank dated as of December 4, 2000, as
amended 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 Security
Agreement dated as of October 31, 2001, as amended by that certain Third
Amendment to Loan and Security Agreement dated as of August 7, 2002, as
amended by that certain Fourth Amendment to Loan and Security Agreement dated
as of December 24, 2002, as amended by that certain Fifth Amendment to
Loan and Security Agreement dated as of March 26, 2003, as amended by that
certain Sixth Amendment to Loan and Security Agreement dated as of May 30,
2003, as amended by that certain Seventh Amendment to Loan and Security
Agreement dated as of as July 29, 2004, as amended by that certain Eighth
Amendment to Loan and Security Agreement dated as of as May 31, 2005, each
as further amended from time to time. To grant a security interest to Bank in
the Collateral described in the Third Party Security Agreement by and between
the Company and Bank (the “Security Agreement”), which security interest shall
secure all of the Company’s obligations, as described in that certain
Unconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).


 


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


 


Further
Acts. In the case
of lines of credit, to designate additional or alternate individuals as being
authorized to request advances thereunder, and in all cases, to do and perform
such other acts and things, to pay any and all fees and costs, and to execute
and deliver such other documents and agreements as they may in their discretion
deem reasonably necessary or proper in order to carry into effect the
provisions of these Resolutions.


 


1





















 


BE IT FURTHER
RESOLVED, that any and all acts authorized pursuant to these resolutions and
performed prior to the passage of these resolutions are hereby ratified and
approved, that these Resolutions shall remain in full force and effect and Bank
may rely on these Resolutions until written notice of their revocation shall
have been delivered to and received by Bank. Any such notice shall not affect
any of the Company’s agreements or commitments in effect at the time notice is
given.


 


I FURTHER
CERTIFY 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 occupy
the positions set opposite their respective names; that the foregoing
Resolutions now stand of record on the books of the Company; and that the
Resolutions are in full force and effect and have not been modified or revoked
in any manner whatsoever.


 


IN WITNESS
WHEREOF, I have hereunto set my hand on May 31, 2005 and attest that the
signatures 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 to
complete the above when the Secretary is authorized to sign alone shall
constitute a certification by the Secretary that the Secretary is the sole
Shareholder, Director and Officer of the Corporation.


 


Attachment - Organizational Documents


 


2





















 


AFFIRMATION
OF SECURITY AGREEMENT AND GUARANTY


 


SEEBEYOND
TECHNOLOGY CORPORATION JAPAN K.K. (fka SOFTWARE TECHNOLOGIES CORPORATION JAPAN
K.K.) (“Guarantor”), grantor under that certain Third Party Security Agreement
(the “Security Agreement”) and guarantor under that certain Unconditional
Guaranty (the “Guaranty”), both Eighth Amendment to Loan and Security Agreement
dated as of May 31, 2005 (the “Amendment”) and the documents and
instruments executed in connection therewith, as well as all other amendments
and modifications to the Loan Agreement.


 


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


 


Guarantor
represents and warrants that the representations and warranties and covenants
contained in the Guaranty and the Security Agreement are true and correct as of
the date of this Affirmation. Unless otherwise defined, all capitalized terms
in this Affirmation shall be as defined in the Guaranty or the Security
Agreement, as appropriate.


 


IN WITNESS
WHEREOF, the undersigned has executed this Affirmation of Security Agreement
and Guaranty as of May 31, 2005.


 


	
   

  	
  SEEBEYOND TECHNOLOGY CORPORATION JAPAN K.K.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry J. Plaga

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  EVP & CFO

  	
   

  



 


1





















 


COMPANY
RESOLUTIONS


 


COMPANY:        SEEBEYOND
TECHNOLOGY CORPORATION JAPAN K.K.


 


I, the
undersigned Secretary or Assistant Secretary of SEEBEYOND TECHNOLOGY
CORPORATION JAPAN K.K. (the “Company”), HEREBY CERTIFY that the Company is
organized and existing under and by virtue of the laws of the country of Japan.


 


I FURTHER
CERTIFY that attached hereto as Attachments 1 and 2 are true and complete
copies of the Articles of Incorporation and Bylaws of the Company, each of
which is in full force and effect on the date hereof.


 


I FURTHER CERTIFY
that a meeting of the Directors of the Company (or by other duly authorized
corporate action in lieu of a meeting), duly called and held, at which a quorum
was present and voting, the following resolutions were adopted.


 


BE IT
RESOLVED, that any one (1) of the following
named officers, employees, or agents 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 and
on behalf of this Company and as its act and deed be, and they hereby are,
authorized and empowered:


 


Guaranty
Indebtedness; Grant Security. To guaranty amounts
borrowed from time to time from Comerica Bank, successor by merger to Comerica
Bank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)
including without limitation pursuant to that certain Loan and Security
Agreement between Borrower and Bank dated as of December 4, 2000, as
amended 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 Security
Agreement dated as of October 31, 2001, as amended by that certain Third
Amendment to Loan and Security Agreement dated as of August 7, 2002, as
amended by that certain Fourth Amendment to Loan and Security Agreement dated
as of December 24, 2002, as amended by that certain Fifth Amendment to
Loan and Security Agreement dated as of March 26, 2003, as amended by that
certain Sixth Amendment to Loan and Security Agreement dated as of May 30,
2003, as amended by that certain Seventh Amendment to Loan and Security
Agreement dated as of as July 29, 2004, as amended by that certain Eighth
Amendment to Loan and Security Agreement dated as of as May 31, 2005, each
as further amended from time to time. To grant a security interest to Bank in
the Collateral described in the Third Party Security Agreement by and between
the Company and Bank (the “Security Agreement”), which security interest shall
secure all of the Company’s obligations, as described in that certain
Unconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).


 


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


 


Further
Acts. In the case of lines of credit, to designate
additional or alternate individuals as being authorized to request advances
thereunder, and in all cases, to do and perform such other acts and things, to
pay any and all fees and costs, and to execute and deliver such other documents
and agreements as they may in their discretion deem reasonably necessary or
proper in order to carry into effect the provisions of these Resolutions.


 


1





















 


BE IT FURTHER
RESOLVED, that any and all acts authorized pursuant to these resolutions and
performed prior to the passage of these resolutions are hereby ratified and
approved, that these Resolutions shall remain in full force and effect and Bank
may rely on these Resolutions until written notice of their revocation shall
have been delivered to and received by Bank. Any such notice shall not affect
any of the Company’s agreements or commitments in effect at the time notice is
given.


 


I FURTHER
CERTIFY 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 occupy
the positions set opposite their respective names; that the foregoing
Resolutions now stand of record on the books of the Company; and that the
Resolutions are in full force and effect and have not been modified or revoked
in any manner whatsoever.


 


IN WITNESS
WHEREOF, I have hereunto set my hand on May 31, 2005 and attest that the
signatures 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.

  	
   

  
							



 


Failure
to complete the above when the Secretary is authorized to sign alone shall
constitute a certification by the Secretary that the Secretary is the sole
Shareholder, Director and Officer of the Corporation.


 


Attachment 1 - Articles of Incorporation 


Attachment 2 - Bylaws


 


2





















 


AFFIRMATION
OF SECURITY AGREEMENT AND GUARANTY


 


SEEBEYOND
FRANCE, SARL (fka SOFTWARE TECHNOLOGIES CORPORATION FRANCE, SARL) (“Guarantor”),
grantor under that certain Third Party Security Agreement (the “Security
Agreement”) 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 and
Security Agreement dated as of May 31, 2005 (the “Amendment”) and the
documents and instruments executed in connection therewith, as well as all
other amendments and modifications to the Loan Agreement.


 


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


 


Guarantor
represents and warrants that the representations and warranties and covenants
contained in the Guaranty and the Security Agreement are true and correct as of
the date of this Affirmation. Unless otherwise defined, all capitalized terms
in this Affirmation shall be as defined in the Guaranty or the Security
Agreement, as appropriate.


 


IN WITNESS
WHEREOF, the undersigned has executed this Affirmation of Security Agreement
and Guaranty as of May 31, 2005.


 


	
   

  	
  SEEBEYOND FRANCE, SARL

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry J. Plaga

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP & CFO

  	
   

  
					



 


1





















 


COMPANY
RESOLUTIONS


 


COMPANY:        SEEBEYOND
FRANCE, SARL


 


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


 


I FURTHER
CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies
of the Deed of Incorporation and Bylaws of the Company, each of which is in
full force and effect on the date hereof.


 


I FURTHER
CERTIFY that a meeting of the Directors of the Company (or by other duly
authorized corporate action in lieu of a meeting), duly called and held, at
which a quorum was present and voting, the following resolutions were adopted.


 


BE IT
RESOLVED, that any one (1) of the following
named officers, employees, or agents 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 and
on behalf of this Company and as its act and deed be, and they hereby are,
authorized and empowered:


 


Guaranty
Indebtedness; Grant Security. To guaranty amounts
borrowed from time to time from Comerica Bank, successor by merger to Comerica
Bank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)
including without limitation pursuant to that certain Loan and Security
Agreement between Borrower and Bank dated as of December 4, 2000, as
amended 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 Security
Agreement dated as of October 31, 2001, as amended by that certain Third
Amendment to Loan and Security Agreement dated as of August 7, 2002, as
amended by that certain Fourth Amendment to Loan and Security Agreement dated
as of December 24, 2002, as amended by that certain Fifth Amendment to
Loan and Security Agreement dated as of March 26, 2003, as amended by that
certain Sixth Amendment to Loan and Security Agreement dated as of May 30,
2003, as amended by that certain Seventh Amendment to Loan and Security
Agreement dated as of as July 29, 2004, as amended by that certain Eighth
Amendment to Loan and Security Agreement dated as of as May 31, 2005, each
as further amended from time to time. To grant a security interest to Bank in
the Collateral described in the Third Party Security Agreement by and between
the Company and Bank (the “Security Agreement”), which security interest shall
secure all of the Company’s obligations, as described in that certain
Unconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).


 


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


 


Further
Acts. In the case of lines of credit, to designate
additional or alternate individuals as being authorized to request advances
thereunder, and in all cases, to do and perform such other acts and things, to
pay any and all fees and costs, and to execute and deliver such other documents
and agreements as they may in their discretion deem reasonably necessary or
proper in order to carry into effect the provisions of these Resolutions.


 


1





















 


BE IT FURTHER
RESOLVED, that any and all acts authorized pursuant to these resolutions and
performed prior to the passage of these resolutions are hereby ratified and
approved, that these Resolutions shall remain in full force and effect and Bank
may rely on these Resolutions until written notice of their revocation shall
have been delivered to and received by Bank. Any such notice shall not affect
any of the Company’s agreements or commitments in effect at the time notice is
given.


 


I FURTHER
CERTIFY 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 occupy
the positions set opposite their respective names; that the foregoing Resolutions
now stand of record on the books of the Company; and that the Resolutions are
in full force and effect and have not been modified or revoked in any manner
whatsoever.


 


IN WITNESS
WHEREOF, I have hereunto set my hand on May 31, 2005 and attest that the
signatures 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 to
complete the above when the Secretary is authorized to sign alone shall
constitute a certification by the Secretary that the Secretary is the sole
Shareholder, Director and Officer of the Corporation.


 


Attachment 1 - Deed of Incorporation 


Attachment 2 - Bylaws


 


2





















 


AFFIRMATION
OF SECURITY AGREEMENT AND GUARANTY


 


SEEBEYOND
(BELGIUM) (fka SOFTWARE TECHNOLOGIES CORPORATION – BENELUX) (“Guarantor”),
grantor under that certain Third Party Security Agreement (the “Security
Agreement”) 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 and
Security Agreement dated as of May 31, 2005 (the “Amendment”) and the
documents and instruments executed in connection therewith, as well as all other
amendments and modifications to the Loan Agreement.


 


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


 


Guarantor
represents and warrants that the representations and warranties and covenants
contained in the Guaranty and the Security Agreement are true and correct as of
the date of this Affirmation. Unless otherwise defined, all capitalized terms
in this Affirmation shall be as defined in the Guaranty or the Security
Agreement, as appropriate.


 


IN WITNESS
WHEREOF, the undersigned has executed this Affirmation of Security Agreement
and Guaranty as of May 31, 2005.


 


	
   

  	
  SEEBEYOND (BELGIUM)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry J. Plaga

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP & CFO

  	
   

  
					



 


1





















 


LIMITED
LIABILITY COMPANY RESOLUTION


 


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


 


WE THE
UNDERSIGNED, hereby certify that SEEBEYOND (BELGIUM) (fka SEEBEYOND-Benelux), a
Belgian limited liability company (“Company”), is duly organized, existing and
in good standing as a


 


	
   

  	
   

  	
   member-managed

  
	
   

  	
  X

  	
   manager-managed

  



 


limited
liability 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 that
Company’s name shown above is the complete and correct name of Company.


 


WE FURTHER
CERTIFY that at a meeting of Company (or by other duly authorized company
action in lieu of a meeting), duly called and held, at which all of the
undersigned were present and voting, the following resolutions were adopted:


 


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


 


Guaranty
Indebtedness; Grant Security. To guaranty amounts
borrowed from time to time from Comerica Bank, successor by merger to Comerica
Bank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)
including without limitation pursuant to that certain Loan and Security
Agreement between Borrower and Bank dated as of December 4, 2000, as
amended 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 Security
Agreement dated as of October 31, 2001, as amended by that certain Third
Amendment to Loan and Security Agreement dated as of August 7, 2002, as
amended by that certain Fourth Amendment to Loan and Security Agreement dated
as of December 24, 2002, as amended by that certain Fifth Amendment to
Loan and Security Agreement dated as of March 26, 2003, as amended by that
certain Sixth Amendment to Loan and Security Agreement dated as of May 30,
2003, as amended by that certain Seventh Amendment to Loan and Security
Agreement dated as of as July 29, 2004, as amended by that certain Eighth
Amendment to Loan and Security Agreement dated as of as May 31, 2005, each
as further amended from time to time. To grant a security interest to Bank in
the Collateral described in the Third Party Security Agreement by and between
the Company and Bank (the “Security Agreement”), which security interest shall
secure all of the Company’s obligations, as described in that certain
Unconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).


 


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


 


Further
Acts. To do and perform such other acts and things, to
pay any and all fees and costs, and to execute and deliver such other documents
and agreements as they may in their discretion deem reasonably necessary or
proper in order to carry into effect the provisions of these Resolutions.


 


BE IT FURTHER
RESOLVED, that any and all acts authorized pursuant to these resolutions and
performed prior to the passage of these resolutions are hereby ratified and
approved, that these resolutions shall remain in full force and effect and Bank
may rely on these resolutions until written notice of their revocation shall


 


1





















 


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


 


WE FURTHER
CERTIFY that the undersigned are duly elected, appointed, or employed by or for
Company, 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, and
that the resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.


 


I FURTHER
CERTIFY that the Deed and Articles of Organization of the Company attached
hereto as Exhibit A are true and correct, that the Deed and
Articles 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 the
Company from entering into, or performing its obligations under, the Pledge.


 


We
each 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 to
its 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 of
Organization


 


2





















 


AFFIRMATION
OF SECURITY AGREEMENT AND GUARANTY


 


SEEBEYOND PTY
LTD. (fka SOFTWARE TECHNOLOGIES CORPORATION AUSTRALIA PTY LTD.) (“Guarantor”),
grantor under that certain Third Party Security Agreement (the “Security
Agreement”) 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 and
Security Agreement dated as of May 31, 2005 (the “Amendment”) and the
documents and instruments executed in connection therewith, as well as all
other amendments and modifications to the Loan Agreement.


 


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


 


Guarantor
represents and warrants that the representations and warranties and covenants
contained in the Guaranty and the Security Agreement are true and correct as of
the date of this Affirmation. Unless otherwise defined, all capitalized terms
in this Affirmation shall be as defined in the Guaranty or the Security Agreement,
as appropriate.


 


IN WITNESS
WHEREOF, the undersigned has executed this Affirmation of Security Agreement
and Guaranty as of May 31, 2005.


 


	
   

  	
  SEEBEYOND PTY LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry J. Plaga

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP & CFO

  	
   

  
					



 


1





















 


COMPANY
RESOLUTIONS


 


	
  COMPANY:

  	
   

  	
  SEEBEYOND PTY LTD.

  



 


I, the
undersigned Secretary or Assistant Secretary of SEEBEYOND PTY LTD. (fka
SOFTWARE TECHNOLOGIES CORPORATION AUSTRALIA PTY LTD.) (the “Company”), HEREBY
CERTIFY that the Company is organized and existing under and by virtue of the
laws of Australia.


 


I FURTHER
CERTIFY that attached hereto as Attachments 1 and 2 are true and complete
copies of the Memorandum and Articles of Association of the Company, each of
which is in full force and effect on the date hereof.


 


I FURTHER
CERTIFY that a meeting of the Directors of the Company (or by other duly
authorized corporate action in lieu of a meeting), duly called and held, at
which a quorum was present and voting, the following resolutions were adopted.


 


BE IT
RESOLVED, that any one (1) of the following
named officers, employees, or agents 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 and
on behalf of this Company and as its act and deed be, and they hereby are,
authorized and empowered:


 


Guaranty
Indebtedness; Grant Security. To guaranty amounts
borrowed from time to time from Comerica Bank, successor by merger to Comerica
Bank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)
including without limitation pursuant to that certain Loan and Security
Agreement between Borrower and Bank dated as of December 4, 2000, as
amended 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 Security
Agreement dated as of October 31, 2001, as amended by that certain Third
Amendment to Loan and Security Agreement dated as of August 7, 2002, as
amended by that certain Fourth Amendment to Loan and Security Agreement dated
as of December 24, 2002, as amended by that certain Fifth Amendment to
Loan and Security Agreement dated as of March 26, 2003, as amended by that
certain Sixth Amendment to Loan and Security Agreement dated as of May 30,
2003, as amended by that certain Seventh Amendment to Loan and Security
Agreement dated as of as July 29, 2004, as amended by that certain Eighth
Amendment to Loan and Security Agreement dated as of as May 31, 2005, each
as further amended from time to time. To grant a security interest to Bank in
the Collateral described in the Third Party Security Agreement by and between
the Company and Bank (the “Security Agreement”), which security interest shall
secure all of the Company’s obligations, as described in that certain
Unconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).


 


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


 


Further
Acts. In the case of lines of credit, to designate
additional or alternate individuals as being authorized to request advances
thereunder, and in all cases, to do and perform such other acts and things, to
pay any and all fees and costs, and to execute and deliver such other documents
and agreements as they may in their discretion deem reasonably necessary or
proper in order to carry into effect the provisions of these Resolutions.


 


1





















 


BE IT FURTHER
RESOLVED, that any and all acts authorized pursuant to these resolutions and
performed prior to the passage of these resolutions are hereby ratified and
approved, that these Resolutions shall remain in full force and effect and Bank
may rely on these Resolutions until written notice of their revocation shall
have been delivered to and received by Bank. Any such notice shall not affect
any of the Company’s agreements or commitments in effect at the time notice is
given.


 


I FURTHER
CERTIFY 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 occupy
the positions set opposite their respective names; that the foregoing
Resolutions now stand of record on the books of the Company; and that the
Resolutions are in full force and effect and have not been modified or revoked
in any manner whatsoever.


 


IN WITNESS
WHEREOF, I have hereunto set my hand on May 31, 2005 and attest that the
signatures 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.

  	
   

  
							



 


Failure
to complete the above when the Secretary is authorized to sign alone shall
constitute a certification by the Secretary that the Secretary is the sole
Shareholder, Director and Officer of the Corporation.


 


Attachment 1 – Memorandum and Articles of
Association


 


2





















 


AFFIRMATION
OF SECURITY AGREEMENT AND GUARANTY


 


SEEBEYOND (UK)
LIMITED (fka SOFTWARE TECHNOLOGIES CORPORATION (UK) LIMITED) (“Guarantor”),
grantor under that certain Third Party Security Agreement (the “Security
Agreement”) 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 the
Eighth Amendment to Loan and Security Agreement dated as of May 31, 2005
(the “Amendment”) and the documents and instruments executed in connection
therewith, as well as all other amendments and modifications to the Loan
Agreement.


 


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


 


Guarantor
represents and warrants that the representations and warranties and covenants
contained in the Guaranty and the Security Agreement are true and correct as of
the date of this Affirmation. Unless otherwise defined, all capitalized terms
in this Affirmation shall be as defined in the Guaranty or the Security
Agreement, as appropriate.


 


IN WITNESS
WHEREOF, the undersigned has executed this Affirmation of Security Agreement
and Guaranty as of May 31, 2005.


 


	
   

  	
  SEEBEYOND (UK) LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry J. Plaga

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP & CFO

  	
   

  
					



 


1





















 


COMPANY
RESOLUTIONS


 


	
  COMPANY:

  	
   

  	
  SEEBEYOND (UK) LIMITED

  



 


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


 


I FURTHER
CERTIFY that attached hereto as Attachments 1 and 2 are true and complete
copies of the Memorandum and Articles of Association of the Company, each of
which is in full force and effect on the date hereof.


 


I FURTHER
CERTIFY that a meeting of the Directors of the Company (or by other duly
authorized corporate action in lieu of a meeting), duly called and held, at
which a quorum was present and voting, the following resolutions were adopted.


 


BE IT
RESOLVED, that any one (1) of the following named officers, employees, or
agents 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 and
on behalf of this Company and as its act and deed be, and they hereby are,
authorized and empowered:


 


Guaranty
Indebtedness; Grant Security. To guaranty amounts
borrowed from time to time from Comerica Bank, successor by merger to Comerica
Bank-California (“Bank”) by SeeBeyond Technology Corporation (“Borrower”)
including without limitation pursuant to that certain Loan and Security
Agreement between Borrower and Bank dated as of December 4, 2000, as
amended 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 Security
Agreement dated as of October 31, 2001, as amended by that certain Third
Amendment to Loan and Security Agreement dated as of August 7, 2002, as
amended by that certain Fourth Amendment to Loan and Security Agreement dated
as of December 24, 2002, as amended by that certain Fifth Amendment to
Loan and Security Agreement dated as of March 26, 2003, as amended by that
certain Sixth Amendment to Loan and Security Agreement dated as of May 30,
2003, as amended by that certain Seventh Amendment to Loan and Security
Agreement dated as of as July 29, 2004, as amended by that certain Eighth
Amendment to Loan and Security Agreement dated as of as May 31, 2005, each
as further amended from time to time. To grant a security interest to Bank in
the Collateral described in the Third Party Security Agreement by and between
the Company and Bank (the “Security Agreement”), which security interest shall
secure all of the Company’s obligations, as described in that certain
Unconditional Guaranty by the Company dated as of December 4, 2000 (the “Guaranty”).


 


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


 


Further
Acts. In the case of lines of credit, to designate
additional or alternate individuals as being authorized to request advances
thereunder, and in all cases, to do and perform such other acts and things, to
pay any and all fees and costs, and to execute and deliver such other documents
and agreements as they may in their discretion deem reasonably necessary or
proper in order to carry into effect the provisions of these Resolutions.


 


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BE IT FURTHER
RESOLVED, that any and all acts authorized pursuant to these resolutions and
performed prior to the passage of these resolutions are hereby ratified and
approved, that these Resolutions shall remain in full force and effect and Bank
may rely on these Resolutions until written notice of their revocation shall
have been delivered to and received by Bank. Any such notice shall not affect
any of the Company’s agreements or commitments in effect at the time notice is
given.


 


I FURTHER
CERTIFY 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 occupy
the positions set opposite their respective names; that the foregoing
Resolutions now stand of record on the books of the Company; and that the
Resolutions are in full force and effect and have not been modified or revoked
in any manner whatsoever.


 


IN WITNESS
WHEREOF, I have hereunto set my hand on May 31, 2005 and attest that the
signatures 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.

  	
   

  
							



 


Failure
to complete the above when the Secretary is authorized to sign alone shall constitute
a certification by the Secretary that the Secretary is the sole Shareholder,
Director and Officer of the Corporation.


 


Attachment 1 – Memorandum and Articles of
Association


 


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