Exhibit 4.12
SILICON VALLEY BANK
AMENDED SCHEDULE
TO
LOAN AND SECURITY AGREEMENT
BORROWER: DELPHI INFORMATION SYSTEMS, INC.
ADDRESS: 3501 ALGONQUIN ROAD, SUITE 5OO
ROLLING MEADOWS, ILLINOIS 60008
BORROWER: REDSHAW, INC.
ADDRESS: 680 ANDERSON DRIVE, BUILDING 10
PITTSBURGH, PENNSYLVANIA 15520
BORROWER: CANADIAN INSURANCE COMPUTER SERVICES, INC.
ADDRESS: 305 MILNER AVENUE, SUITE 312
SCARBORAUGH, ONTARIO, CANADA, M1B3VR
BORROWER: CONTINENTAL SYSTEMS, INC.
ADDRESS: 4572 S. HAGADORN
EAST LANSING, MICHIGAN 48823
BORROWER: SPECIALTY PROGRAM SERVICES, INC.
ADDRESS: 3685 ROGER B. CHAFFEE MEMORIAL BLVD.
GRAND RAPIDS, MICHIGAN 49548
BORROWER: COMPUSULT, INC.
ADDRESS: ONE WEST DEER VALLEY ROAD, SUITE 203
PHOENIX, ARIZONA 85027
BORROWER: INSURNET, INCORPORATED
ADDRESS: 1900 POWELL STREET
EMERYVILLE, CALIFORNIA 94608
BORROWER: MS INTERNATIONAL ACQUISITION CORPORATION
ADDRESS: 10799 90TH STREET
P.O. BOX 13450
SCOTTSDALE, ARIZONA 85267
DATE: DECEMBER 21, 1994
BORROWER: Delphi Information Systems, Inc. ("Delphi"), Redshaw,
Inc. ("Redshaw"), Canadian Insurance Computer
Services, Inc. ("Canadian"), Continental Systems, Inc.
("Continental"), Specialty Program Services, Inc.
("Specialty"), Compusult, Inc. ("Compusult"),
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SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT
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Insurnet, Incorporated ("Insurnet") and MS
International Acquisition Corporation ("MS
International") are jointly and severally referred to
herein as "Borrower".
CREDIT LIMIT
(Section 1.1): An amount not to exceed the lesser of: (i) $5,000,000*
at any one time outstanding; or (ii) 75% (the "Advance
Rate") of the Net Amount of Borrower's accounts, which
Silicon in its discretion deems eligible for
borrowing; provided, however, that outstanding
Obligations representing borrowings with respect to
Borrower's accounts which are more than 90 days past
invoice date may not exceed 20% of the total
Obligations at any time outstanding. Silicon will, in
its reasonable discretion, at the request of the
Borrower, increase the Advance Rate to 80% for more
than 45 consecutive days in any fiscal quarter of
Borrower. "Net Amount" of an account means the gross
amount of the account, minus all applicable sales,
use, excise and other similar taxes and minus all
discounts, credits and allowances of any nature
granted or claimed.
* ON A JOINT BASIS FOR DELPHI, REDSHAW, CANADIAN,
CONTINENTAL, SPECIALTY, COMPUSULT, INSURNET, AND MS
INTERNATIONAL
Without limiting the fact that the determination of
which accounts are eligible for borrowing is a matter
of Silicon's discretion, the following will not be
deemed eligible for borrowing: accounts outstanding
for more than 120 days from the invoice date, accounts
subject to any contingencies, accounts owing from an
account debtor outside the United States (unless pre-
approved by Silicon in its discretion, or backed by a
letter of credit satisfactory to Silicon, or FCIA
insured satisfactory to Silicon), accounts owing from
one account debtor to the extent they exceed 25% of
the total eligible accounts outstanding, accounts
owing from an affiliate of Borrower, and accounts
owing from an account debtor to whom Borrower is or
may be liable for goods purchased from such account
debtor or otherwise. In addition, if more than 50%
of the accounts owing from an account debtor are
outstanding more than 120 days from the invoice date
or are otherwise not eligible accounts, then all
accounts owing from that account debtor will be
deemed ineligible for borrowing.
Further, Borrower and Silicon agree to reevaluate the
discretionary borrowing formulas set forth above on a
quarterly basis for potential modification, although
Silicon's agreement to so evaluate the borrowing
formula shall not be construed as a commitment or
agreement to modify them, which modification shall be
done in the sole discretion of Silicon.
LETTER OF CREDIT
SUBLIMIT Silicon, in its reasonable discretion, will from time
to time during the term of this Agreement issue
letters of credit for the account of the Borrower
("Letters of Credit"), in an aggregate amount at any
one time outstanding not to exceed $250,000*, upon the
request of the Borrower, provided that, on the date
the Letters of Credit are to be
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issued, Borrower has available to it Loans in an
amount equal to or greater than the face amount of the
Letters of Credit to be issued Prior to issuance of
any Letters of Credit, Borrower shall execute and
deliver to Silicon Applications for Letters of Credit
and such other documentation as Silicon shall specify
(the "Letter of Credit Documentation"). Fees for the
Letters of Credit shall be as provided in the Letter
of Credit Documentation. Letters of Credit may have a
maturity date up to twelve months beyond the Maturity
Date in effect from time to time, provided that if
on the Maturity Date, or on any earlier effective date
of termination, there are any outstanding letters of
credit issued by Silicon or issued by another
institution based upon an application, guarantee,
indemnity or similar agreement on the part of Silicon,
then on such date Borrower shall provide to Silicon
cash collateral in an amount equal to the face amount
of all letters of credit plus all interest, fees and
cost due or to become due in connection therewith, to
secure all of the Obligations relating to said letters
of credit, pursuant to Silicon's then standard form
cash pledge agreement.
*ON A JOINT BASIS FOR DELPHI, REDSHAW, CANADIAN,
CONTINENTAL, SPECIALTY, COMPUSULT, INSURNET, AND MS
INTERNATIONAL
The Credit Limit set forth above regarding the Loans
and the Loans available under this Agreement at any
time shall be reduced by the face amount of Letters of
Credit from time to time outstanding.
INTEREST RATE
(Section 1.2): A rate equal to the "Prime Rate" in effect from time
to time, plus 3.50% per annum.
Interest shall be calculated on the basis of a 360-day
year for the actual number of days elapsed. "Prime
Rate" means the rate announced from time to time by
Silicon as its "prime rate," it is a base rate upon
which other rates charged by Silicon are based, and it
its not necessarily the best rate available at
Silicon. The interest rate applicable to the
Obligations shall change on each date there is a
change in the Prime Rate.
LOAN ORIGINATION FEE
(Section 1.3): SEE AMENDMENT OF EVEN DATE HEREWITH.
MATURITY DATE
(Section 1.3): DECEMBER 5, 1995
PRIOR NAMES OF BORROWER
(Section 3.2): NONE
TRADE NAMES OF BORROWER
(Section 3.2): NONE
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OTHER LOCATIONS AND ADDRESSES
(Section 3.3): SEE ATTACHED EXHIBIT A.
MATERIAL ADVERSE LITIGATION
(Section 3.10): NONE
NEGATIVE COVENANTS-
EXCEPTIONS
(Section 4.6): Without Silicon's prior written consent, Delphi may
repurchase shares of its stock pursuant to any
employee stock purchase or benefit plan, provided that
the total amount paid by Delphi for such stock does
not exceed $250,000 in any fiscal year.
FINANCIAL COVENANTS
(Section 4.1): Delphi shall comply with all of the following
covenants. Except as otherwise specifically provided
below, compliance shall be determined as of the end of
each month, on a consolidated basis, commencing with
the period ending December 31, 1994:
QUICK ASSET RATIO: Delphi shall maintain a ratio of "Quick Assets" to
current liabilities of not less than .65 to 1.
NET WORTH: Borrower shall maintain a net worth of not less than
$7,800,000.
DEBT TO
NET WORTH RATIO: Borrower shall maintain a ratio of total liabilities
to net worth of not more than 1.55 to 1.
PROFITABILITY Borrower shall not incur an operating loss (after
taxes) for the fiscal quarters ending December 31,
1994 and March 31, 1995; and Borrower shall attain an
operating profit (after taxes) for each fiscal quarter
thereafter in a minimum amount of $150,000.
DEFINITIONS: "Current assets," and "current liabilities" shall have
the meanings ascribed to them in accordance with
generally accepted accounting principles.
"Net worth" means the excess of total assets over
total liabilities, determined in accordance with
generally accepted accounting principles.
"Quick Assets" means cash on hand or on deposit in
banks, readily marketable securities issued by the
United States, readily marketable commercial paper
rated "A-1" by Standard & Poor's Corporation (or a
similar rating by a similar rating organization),
certificates of deposit and banker's acceptances, and
accounts receivable (net of allowance for doubtful
accounts).
DEFERRED REVENUES: For purposes of the above quick asset ratio, deferred
revenues shall not be counted as current liabilities.
For purposes of the above debt to net worth ratio,
deferred revenues shall not be counted in determining
net worth for purposes of
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such ratio. For all other purposes deferred revenues
shall be counted as liabilities in accordance with
generally accepted accounting principles.
SUBORDINATED DEBT: "Liabilities" for purposes of the foregoing covenants
do not include indebtedness which is subordinated to
the indebtedness to Silicon under a subordination
agreement in form specified by Silicon or by language
in the instrument evidencing the indebtedness which is
acceptable to Silicon.
OTHER COVENANTS
(Section 4.1): Borrower shall at all times comply with all of the
following additional covenants:
1. BANKING RELATIONSHIP. Borrower shall at all times
maintain its primary banking relationship with
Silicon.
2. WEEKLY BORROWING BASE CERTIFICATE AND LISTING.
Within 5 days after the end of each week, Borrower
shall provide Silicon with a Borrowing Base
Certificate in such form as Silicon shall specify,
and an aged listing of Borrower's accounts receivable
and accounts payable.
3. INDEBTEDNESS. Without limiting any of the
foregoing terms or provisions of this Agreement,
Borrower shall not in the future incur indebtedness
for borrowed money, except for (i) indebtedness to
Silicon, and (ii) indebtedness incurred in the future
for the purchase price of or lease of equipment in
an aggregate amount not exceeding $250,000 (in the
aggregate for all Borrowers) at any time outstanding.
4. FINANCIAL STATEMENTS. Without limitation of the
other terms and provisions hereof, Delphi will provide
to Silicon (i) within 30 days after the end of each
month, consolidating monthly financial statements
prepared by the Borrower, and a Compliance Certificate
in such form as Silicon shall reasonably specify,
signed by the Chief Financial Officer of the Borrower,
certifying that throughout such month the Borrower was
in full compliance with all of the terms and
conditions of this Agreement together with such other
information as Silicon shall reasonably request and
(ii) within 90 days after the end of each fiscal year,
complete annual financial statements, certified by
independent certified public accountants acceptable to
Silicon together with a CPA management letter, which
shall be acceptable to Silicon.
5. PERFECTION OF CANADIAN COLLATERAL; ETC. The
Borrower agrees to cooperate fully with Silicon and to
execute and deliver to Silicon such instruments,
documentation and filings that Silicon determines are
necessary or desirable in order to perfect or
otherwise protect its security interest in the
Collateral located in Canada or otherwise relating to
Canadian domiciliaries.
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7. COPYRIGHT FILINGS; REPRESENTATION; COVENANT
REGARDING REGISTRATION; ETC.
(a) Borrower represents and warrants to Silicon
that all of its software, the licensing or other
disposition of which by Borrower now does or will
hereafter result in accounts receivable owing to
Borrower (the "Software") has been registered with the
United States Copyright Office, other than for those
items identified on Exhibit B hereto. With respect to
those items identified on Exhibit B hereto, (i)
Borrower agrees to register such items with the United
States Copyright Office immediately, and to provide to
Silicon copies of such registrations and (ii) Borrower
agrees to execute and deliver to Silicon a security
agreement with respect to such items, on Silicon's
standard form, in form suitable for filing with the
United States Copyright Office.
(b) Borrower represents and warrants that at all
times over 75% of its accounts arising from the
licensing or other disposition of Software arise and
will continue to arise from the licensing or other
disposition of the following Software: INfinity,
Elite, Master, Classic, INSIGHT.
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(c) Nothing herein limits the security interest
of Silicon in all Software and all accounts arising
from the licensing or other disposition of the same,
which is and will to be in full force and effect,
notwithstanding any failure to comply with the
provisions of this Section 7.
BORROWER: SILICON:
DELPHI INFORMATION SYSTEMS, INC. SILICON VALLEY BANK
BY_________________________________ BY_________________________________
PRESIDENT OR VICE PRESIDENT
BY_________________________________ TITLE___________________________
SECRETARY OR ASS'T SECRETARY
BORROWER: BORROWER:
REDSHAW, INC. CANADIAN INSURANCE COMPUTER
SERVICES, INC.
BY_________________________________ BY_________________________________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY_________________________________ BY_________________________________
SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
BORROWER: BORROWER:
CONTINENTAL SYSTEMS, INC. SPECIALTY PROGRAM SERVICES, INC.
BY_________________________________ BY_________________________________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY_________________________________ BY_________________________________
SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
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BORROWER: BORROWER:
COMPUSULT, INC. INSURNET, INCORPORATED
BY_________________________________ BY_________________________________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY_________________________________ BY_________________________________
SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
BORROWER:
MS INTERNATIONAL ACQUISITION CORPORATION
BY_________________________________
PRESIDENT OR VICE PRESIDENT
BY_________________________________
SECRETARY OR ASS'T SECRETARY
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SILICON LOAN DOCUMENTS
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SCHEDULE TO LOAN AND SECURITY AGREEMENT
Ex A-List of locations
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SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: DELPHI INFORMATION SYSTEMS, INC.
ADDRESS: 3501 ALGONQUIN ROAD, SUITE 500
ROLLING MEADOWS, ILLINOIS 60008
BORROWER: REDSHAW, INC.
ADDRESS: 680 ANDERSON DRIVE, BUILDING 10
PITTSBURGH, PENNSYLVANIA 15520
BORROWER: CANADIAN INSURANCE COMPUTER SERVICES, INC.
ADDRESS: 305 MILNER AVENUE, SUITE 312
SCARBORAUGH, ONTARIO, CANADA, M1B3VR
BORROWER: CONTINENTAL SYSTEMS, INC.
ADDRESS: 4572 S. HAGADORN
EAST LANSING, MICHIGAN 48823
BORROWER: SPECIALTY PROGRAM SERVICES, INC.
ADDRESS: 3685 ROGER B. CHAFFEE MEMORIAL BLVD.
GRAND RAPIDS, MICHIGAN 49548
BORROWER: COMPUSULT, INC.
ADDRESS: ONE WEST DEER VALLEY ROAD, SUITE 203
PHOENIX, ARIZONA 85027
BORROWER: INSURNET, INCORPORATED
ADDRESS: 1900 POWELL STREET
EMERYVILLE, CALIFORNIA 94608
BORROWER: MS INTERNATIONAL ACQUISITION CORPORATION
ADDRESS: 10799 90TH STREET
P.O. BOX 13450
SCOTTSDALE, ARIZONA 85267
DATE: DECEMBER 21, 1994
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and the borrowers named above (jointly and severally, the
"Borrower"), with reference to the following facts:
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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A. Silicon entered into that certain Loan and Security Agreement dated
January 24, 1991 (as amended, the "Loan Agreement") with Delphi Information
Systems, Inc. ("Delphi") and McCracken Acquisition Corporation ("McCracken").
The Loan Agreement was amended by that certain Amendment to Loan Agreement dated
May 1, 1992 among Silicon, Delphi, McCracken, Redshaw, Inc. ("Redshaw") and
Canadian Insurance Computer Services, Inc. ("Canadian"), pursuant to which,
among other things, Redshaw and Canadian were added as borrowers. McCracken has
been dissolved and its assets distributed to its sole shareholder, Delphi. The
Loan Agreement was further amended by that certain Amendment to Loan Agreement
dated June 8, 1993 among Silicon, Delphi, Redshaw, Canadian, Continental
Systems, Inc. ("Continental"), Specialty Program Services, Inc. ("Specialty"),
and Compusult, Inc. ("Compusult"), pursuant to which, among other things,
Continental, Specialty and Compusult were added as borrowers. The Loan
Agreement was further amended by that certain Amendment to Loan Agreement dated
July 20, 1994 among Silicon, Delphi, Redshaw, Canadian, Continental, Specialty,
Compusult, Insurnet, Incorporated ("Insurnet") and MS International Acquisition
Corporation ("MS International") pursuant to which, among other things, Insurnet
and MS International were added as borrowers. (Capitalized terms used but not
defined in this Amendment, shall have the meanings set forth in the Loan
Agreement.)
B. The parties desire to modify the Loan Agreement as herein set forth.
The Parties agree as follows:
1. AMENDED SCHEDULE. Effective on the date this Amendment is accepted
and executed by Silicon, the Schedule to the Loan Agreement is amended to read
as set forth on the Schedule hereto.
2. RELEASE AND WAIVER. In consideration for Silicon entering into this
Amendment, Borrower hereby releases and forever discharges Silicon, and its
successors, assigns, agents, shareholders, directors, officers, employees,
agents, attorneys, parent corporations, subsidiary corporations, affiliated
corporations, affiliates, and each of them, from any and all claims, debts,
liabilities, demands, obligations, costs, expenses, actions and causes of
action, of every nature and description, known and unknown, whether or not
related to the subject matter of this Agreement, which Borrower now has or at
any time may hold, by reason of any matter, cause or thing occurred, done,
omitted or suffered to be done prior to the date of this Agreement.
Borrower waives the benefits of California Civil Code Section 1542, which
provides: "A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor." Borrower understands that the facts which it believes to be true at
the time of making the release provided for herein may later turn out to be
different than it now believes, and that information which is not now known or
suspected may later be discovered. Borrower accepts this possibility, and
Borrower assumes the risk of the facts turning out to be different and new
information being discovered; and Borrower further agrees that the release
provided for herein shall in all respects continue to be effective--and not
subject to termination or rescission because of any difference in such facts or
any new information. This release is fully effective on the date hereof.
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Silicon is not releasing Borrower from any claims, debts, liabilities,
demands, obligations, costs, expenses, actions or causes of action.
3. FEE. As consideration for Silicon's entering into this Amendment to
Loan Agreement, Borrower shall pay Silicon a fee of $60,000, concurrently
herewith, which fee shall be deemed fully earned as of the date hereof.
4. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that (i) all recitals set forth in this Amendment are true and correct, and (ii)
all representations and warranties set forth in the Loan Agreement, as amended
hereby, and in the Representations and Warranties of Delphi to Silicon, dated
February 17, 1994, are true and correct.
5. GENERAL PROVISIONS. This Amendment, the Loan Agreement, all prior
written amendments to the Loan Agreement signed by Silicon and the Borrowers or
any of them, and the other written documents and agreements between Silicon and
the Borrowers or any of them set forth in full all of the representations and
agreements of the parties with respect to the subject matter hereof and
supersede all prior discussions, representations, agreements and understandings
between the parties with respect to the subject hereof. Except as herein
expressly amended, all of the terms and provisions of the Loan Agreement, and
all other documents and agreements between Silicon and the Borrowers or any of
them shall continue in full force and effect and the same are hereby ratified
and confirmed.
BORROWER: SILICON:
DELPHI INFORMATION SYSTEMS, INC. SILICON VALLEY BANK
BY ___________________________________ BY ________________________________
PRESIDENT OR VICE PRESIDENT
BY ___________________________________ TITLE______________________________
SECRETARY OR ASS'T SECRETARY
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BORROWER: BORROWER:
REDSHAW, INC. CANADIAN INSURANCE COMPUTER
SERVICES, INC.
BY ___________________________________ BY ________________________________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY ___________________________________ BY ________________________________
SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
BORROWER: BORROWER:
CONTINENTAL SYSTEMS, INC. SPECIALTY PROGRAM SERVICES, INC.
BY ___________________________________ BY ________________________________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY ___________________________________ BY ________________________________
SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
BORROWER: BORROWER:
COMPUSULT, INC. INSURNET, INCORPORATED
BY ___________________________________ BY ________________________________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY ___________________________________ BY ________________________________
PRESIDENT OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
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BORROWER:
MS INTERNATIONAL ACQUISITION
CORPORATION
BY ___________________________________
PRESIDENT OR VICE PRESIDENT
BY ___________________________________
SECRETARY OR ASS'T SECRETARY
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SILICON VALLEY BANK
CERTIFIED RESOLUTION
GUARANTOR: DELPHI INFORMATION SYSTEMS, INC.
A CORPORATION ORGANIZED UNDER THE
LAWS OF THE STATE OF DELAWARE
DATE: DECEMBER 21, 1994
I, the undersigned, Secretary or Assistant Secretary of the above-named
corporation, a corporation organized under the laws of the state set forth
above, do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank
("Lender"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.
RESOLVED FURTHER, that any officer of this corporation be, and he or she
is hereby authorized, directed and empowered, in the name of this
corporation, to execute and deliver to Lender, and Lender is requested to
accept, the loan agreements, security agreements, notes, financing
statements, and other documents and instruments providing for such loans
and evidencing and/or securing such loans, with interest thereon, and said
authorized officers are authorized from time to time to execute renewals,
extensions and/or amendments of said loan agreements, security agreements,
and other documents and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Lender, whether arising pursuant to
this resolution or otherwise, to grant, transfer, pledge, mortgage,
assign, or otherwise hypothecate to Lender, or deed in trust for its
benefit, any property of any and every kind, belonging to this
corporation, including, but not limited to, any and all real property,
accounts, inventory, equipment, general intangibles, instruments,
documents, chattel paper, notes, money, deposit accounts, furniture,
fixtures, goods, and other property of every kind, and to execute and
deliver to Lender any and all grants, transfers, trust receipts, loan or
credit agreements, pledge agreements, mortgages, deeds of trust, financing
statements, security agreements and other hypothecation agreements, which
said instruments and the note or notes and other instruments referred to
in the preceding paragraph may contain such provisions, covenants,
recitals and agreements as Lender may require and said authorized officers
may approve, and the execution thereof by said authorized officers shall
be conclusive evidence of such approval.
RESOLVED FURTHER, that the Lender may conclusively rely upon a certified
copy of these resolutions and continue to conclusively rely on such
certified copy of these resolutions for all past, present and future
transactions until written notice of any change hereto is given to Lender
by this corporation by certified mail, return receipt requested.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.
________________________________________
Secretary or Assistant Secretary
CERTIFIED RESOLUTION
GUARANTOR: REDSHAW, INC.
A CORPORATION ORGANIZED UNDER THE
LAWS OF THE STATE OF PENNSYLVANIA
DATE: DECEMBER 21, 1994
I, the undersigned, Secretary or Assistant Secretary of the above-named
corporation, a corporation organized under the laws of the state set forth
above, do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank
("Lender"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.
RESOLVED FURTHER, that any officer of this corporation be, and he or she
is hereby authorized, directed and empowered, in the name of this
corporation, to execute and deliver to Lender, and Lender is requested to
accept, the loan agreements, security agreements, notes, financing
statements, and other documents and instruments providing for such loans
and evidencing and/or securing such loans, with interest thereon, and said
authorized officers are authorized from time to time to execute renewals,
extensions and/or amendments of said loan agreements, security agreements,
and other documents and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Lender, whether arising pursuant to
this resolution or otherwise, to grant, transfer, pledge, mortgage,
assign, or otherwise hypothecate to Lender, or deed in trust for its
benefit, any property of any and every kind, belonging to this
corporation, including, but not limited to, any and all real property,
accounts, inventory, equipment, general intangibles, instruments,
documents, chattel paper, notes, money, deposit accounts, furniture,
fixtures, goods, and other property of every kind, and to execute and
deliver to Lender any and all grants, transfers, trust receipts, loan or
credit agreements, pledge agreements, mortgages, deeds of trust, financing
statements, security agreements and other hypothecation agreements, which
said instruments and the note or notes and other instruments referred to
in the preceding paragraph may contain such provisions, covenants,
recitals and agreements as Lender may require and said authorized officers
may approve, and the execution thereof by said authorized officers shall
be conclusive evidence of such approval.
RESOLVED FURTHER, that the Lender may conclusively rely upon a certified
copy of these resolutions and continue to conclusively rely on such
certified copy of these resolutions for all past, present and future
transactions until written notice of any change hereto is given to Lender
by this corporation by certified mail, return receipt requested.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.
________________________________________
Secretary or Assistant Secretary
CERTIFIED RESOLUTION
GUARANTOR: CANADIAN INSURANCE COMPUTER SERVICES,
INC.,
A CORPORATION ORGANIZED UNDER THE
LAWS OF CANADA
DATE: DECEMBER 21, 1994
I, the undersigned, Secretary or Assistant Secretary of the above-named
corporation, a corporation organized under the laws of the state set forth
above, do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank
("Lender"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.
RESOLVED FURTHER, that any officer of this corporation be, and he or she
is hereby authorized, directed and empowered, in the name of this
corporation, to execute and deliver to Lender, and Lender is requested to
accept, the loan agreements, security agreements, notes, financing
statements, and other documents and instruments providing for such loans
and evidencing and/or securing such loans, with interest thereon, and said
authorized officers are authorized from time to time to execute renewals,
extensions and/or amendments of said loan agreements, security agreements,
and other documents and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Lender, whether arising pursuant to
this resolution or otherwise, to grant, transfer, pledge, mortgage,
assign, or otherwise hypothecate to Lender, or deed in trust for its
benefit, any property of any and every kind, belonging to this
corporation, including, but not limited to, any and all real property,
accounts, inventory, equipment, general intangibles, instruments,
documents, chattel paper, notes, money, deposit accounts, furniture,
fixtures, goods, and other property of every kind, and to execute and
deliver to Lender any and all grants, transfers, trust receipts, loan or
credit agreements, pledge agreements, mortgages, deeds of trust, financing
statements, security agreements and other hypothecation agreements, which
said instruments and the note or notes and other instruments referred to
in the preceding paragraph may contain such provisions, covenants,
recitals and agreements as Lender may require and said authorized officers
may approve, and the execution thereof by said authorized officers shall
be conclusive evidence of such approval.
RESOLVED FURTHER, that the Lender may conclusively rely upon a certified
copy of these resolutions and continue to conclusively rely on such
certified copy of these resolutions for all past, present and future
transactions until written notice of any change hereto is given to Lender
by this corporation by certified mail, return receipt requested.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.
________________________________________
Secretary or Assistant Secretary
CERTIFIED RESOLUTION
GUARANTOR: CONTINENTAL SYSTEMS, INC.,
A CORPORATION ORGANIZED UNDER THE
LAWS OF THE STATE OF MICHIGAN
DATE: DECEMBER 21, 1994
I, the undersigned, Secretary or Assistant Secretary of the above-named
corporation, a corporation organized under the laws of the state set forth
above, do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank
("Lender"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.
RESOLVED FURTHER, that any officer of this corporation be, and he or she
is hereby authorized, directed and empowered, in the name of this
corporation, to execute and deliver to Lender, and Lender is requested to
accept, the loan agreements, security agreements, notes, financing
statements, and other documents and instruments providing for such loans
and evidencing and/or securing such loans, with interest thereon, and said
authorized officers are authorized from time to time to execute renewals,
extensions and/or amendments of said loan agreements, security agreements,
and other documents and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Lender, whether arising pursuant to
this resolution or otherwise, to grant, transfer, pledge, mortgage,
assign, or otherwise hypothecate to Lender, or deed in trust for its
benefit, any property of any and every kind, belonging to this
corporation, including, but not limited to, any and all real property,
accounts, inventory, equipment, general intangibles, instruments,
documents, chattel paper, notes, money, deposit accounts, furniture,
fixtures, goods, and other property of every kind, and to execute and
deliver to Lender any and all grants, transfers, trust receipts, loan or
credit agreements, pledge agreements, mortgages, deeds of trust, financing
statements, security agreements and other hypothecation agreements, which
said instruments and the note or notes and other instruments referred to
in the preceding paragraph may contain such provisions, covenants,
recitals and agreements as Lender may require and said authorized officers
may approve, and the execution thereof by said authorized officers shall
be conclusive evidence of such approval.
RESOLVED FURTHER, that the Lender may conclusively rely upon a certified
copy of these resolutions and continue to conclusively rely on such
certified copy of these resolutions for all past, present and future
transactions until written notice of any change hereto is given to Lender
by this corporation by certified mail, return receipt requested.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.
________________________________________
Secretary or Assistant Secretary
CERTIFIED RESOLUTION
GUARANTOR: SPECIALTY PROGRAM SERVICES, INC.,
A CORPORATION ORGANIZED UNDER THE
LAWS OF THE STATE OF MICHIGAN
DATE: DECEMBER 21, 1994
I, the undersigned, Secretary or Assistant Secretary of the above-named
corporation, a corporation organized under the laws of the state set forth
above, do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank
("Lender"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.
RESOLVED FURTHER, that any officer of this corporation be, and he or she
is hereby authorized, directed and empowered, in the name of this
corporation, to execute and deliver to Lender, and Lender is requested to
accept, the loan agreements, security agreements, notes, financing
statements, and other documents and instruments providing for such loans
and evidencing and/or securing such loans, with interest thereon, and said
authorized officers are authorized from time to time to execute renewals,
extensions and/or amendments of said loan agreements, security agreements,
and other documents and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Lender, whether arising pursuant to
this resolution or otherwise, to grant, transfer, pledge, mortgage,
assign, or otherwise hypothecate to Lender, or deed in trust for its
benefit, any property of any and every kind, belonging to this
corporation, including, but not limited to, any and all real property,
accounts, inventory, equipment, general intangibles, instruments,
documents, chattel paper, notes, money, deposit accounts, furniture,
fixtures, goods, and other property of every kind, and to execute and
deliver to Lender any and all grants, transfers, trust receipts, loan or
credit agreements, pledge agreements, mortgages, deeds of trust, financing
statements, security agreements and other hypothecation agreements, which
said instruments and the note or notes and other instruments referred to
in the preceding paragraph may contain such provisions, covenants,
recitals and agreements as Lender may require and said authorized officers
may approve, and the execution thereof by said authorized officers shall
be conclusive evidence of such approval.
RESOLVED FURTHER, that the Lender may conclusively rely upon a certified
copy of these resolutions and continue to conclusively rely on such
certified copy of these resolutions for all past, present and future
transactions until written notice of any change hereto is given to Lender
by this corporation by certified mail, return receipt requested.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.
________________________________________
Secretary or Assistant Secretary
CERTIFIED RESOLUTION
GUARANTOR: COMPUSULT, INC.,
A CORPORATION ORGANIZED UNDER THE
LAWS OF THE STATE OF ARIZONA
DATE: DECEMBER 21, 1994
I, the undersigned, Secretary or Assistant Secretary of the above-named
corporation, a corporation organized under the laws of the state set forth
above, do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank
("Lender"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.
RESOLVED FURTHER, that any officer of this corporation be, and he or she
is hereby authorized, directed and empowered, in the name of this
corporation, to execute and deliver to Lender, and Lender is requested to
accept, the loan agreements, security agreements, notes, financing
statements, and other documents and instruments providing for such loans
and evidencing and/or securing such loans, with interest thereon, and said
authorized officers are authorized from time to time to execute renewals,
extensions and/or amendments of said loan agreements, security agreements,
and other documents and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Lender, whether arising pursuant to
this resolution or otherwise, to grant, transfer, pledge, mortgage,
assign, or otherwise hypothecate to Lender, or deed in trust for its
benefit, any property of any and every kind, belonging to this
corporation, including, but not limited to, any and all real property,
accounts, inventory, equipment, general intangibles, instruments,
documents, chattel paper, notes, money, deposit accounts, furniture,
fixtures, goods, and other property of every kind, and to execute and
deliver to Lender any and all grants, transfers, trust receipts, loan or
credit agreements, pledge agreements, mortgages, deeds of trust, financing
statements, security agreements and other hypothecation agreements, which
said instruments and the note or notes and other instruments referred to
in the preceding paragraph may contain such provisions, covenants,
recitals and agreements as Lender may require and said authorized officers
may approve, and the execution thereof by said authorized officers shall
be conclusive evidence of such approval.
RESOLVED FURTHER, that the Lender may conclusively rely upon a certified
copy of these resolutions and continue to conclusively rely on such
certified copy of these resolutions for all past, present and future
transactions until written notice of any change hereto is given to Lender
by this corporation by certified mail, return receipt requested.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.
________________________________________
Secretary or Assistant Secretary
CERTIFIED RESOLUTION
GUARANTOR: INSURNET, INCORPORATED,
A CORPORATION ORGANIZED UNDER THE
LAWS OF THE STATE OF DELAWARE
DATE: DECEMBER 21, 1994
I, the undersigned, Secretary or Assistant Secretary of the above-named
corporation, a corporation organized under the laws of the state set forth
above, do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank
("Lender"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.
RESOLVED FURTHER, that any officer of this corporation be, and he or she
is hereby authorized, directed and empowered, in the name of this
corporation, to execute and deliver to Lender, and Lender is requested to
accept, the loan agreements, security agreements, notes, financing
statements, and other documents and instruments providing for such loans
and evidencing and/or securing such loans, with interest thereon, and said
authorized officers are authorized from time to time to execute renewals,
extensions and/or amendments of said loan agreements, security agreements,
and other documents and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Lender, whether arising pursuant to
this resolution or otherwise, to grant, transfer, pledge, mortgage,
assign, or otherwise hypothecate to Lender, or deed in trust for its
benefit, any property of any and every kind, belonging to this
corporation, including, but not limited to, any and all real property,
accounts, inventory, equipment, general intangibles, instruments,
documents, chattel paper, notes, money, deposit accounts, furniture,
fixtures, goods, and other property of every kind, and to execute and
deliver to Lender any and all grants, transfers, trust receipts, loan or
credit agreements, pledge agreements, mortgages, deeds of trust, financing
statements, security agreements and other hypothecation agreements, which
said instruments and the note or notes and other instruments referred to
in the preceding paragraph may contain such provisions, covenants,
recitals and agreements as Lender may require and said authorized officers
may approve, and the execution thereof by said authorized officers shall
be conclusive evidence of such approval.
RESOLVED FURTHER, that the Lender may conclusively rely upon a certified
copy of these resolutions and continue to conclusively rely on such
certified copy of these resolutions for all past, present and future
transactions until written notice of any change hereto is given to Lender
by this corporation by certified mail, return receipt requested.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.
________________________________________
Secretary or Assistant Secretary
CERTIFIED RESOLUTION
GUARANTOR: MS INTERNATIONAL ACQUISITION CORPORATION,
A CORPORATION ORGANIZED UNDER THE
LAWS OF THE STATE OF DELAWARE
DATE: DECEMBER 21, 1994
I, the undersigned, Secretary or Assistant Secretary of the above-named
corporation, a corporation organized under the laws of the state set forth
above, do hereby certify that the following is a full, true and correct copy of
resolutions duly and regularly adopted by the Board of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank
("Lender"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.
RESOLVED FURTHER, that any officer of this corporation be, and he or she
is hereby authorized, directed and empowered, in the name of this
corporation, to execute and deliver to Lender, and Lender is requested to
accept, the loan agreements, security agreements, notes, financing
statements, and other documents and instruments providing for such loans
and evidencing and/or securing such loans, with interest thereon, and said
authorized officers are authorized from time to time to execute renewals,
extensions and/or amendments of said loan agreements, security agreements,
and other documents and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Lender, whether arising pursuant to
this resolution or otherwise, to grant, transfer, pledge, mortgage,
assign, or otherwise hypothecate to Lender, or deed in trust for its
benefit, any property of any and every kind, belonging to this
corporation, including, but not limited to, any and all real property,
accounts, inventory, equipment, general intangibles, instruments,
documents, chattel paper, notes, money, deposit accounts, furniture,
fixtures, goods, and other property of every kind, and to execute and
deliver to Lender any and all grants, transfers, trust receipts, loan or
credit agreements, pledge agreements, mortgages, deeds of trust, financing
statements, security agreements and other hypothecation agreements, which
said instruments and the note or notes and other instruments referred to
in the preceding paragraph may contain such provisions, covenants,
recitals and agreements as Lender may require and said authorized officers
may approve, and the execution thereof by said authorized officers shall
be conclusive evidence of such approval.
RESOLVED FURTHER, that the Lender may conclusively rely upon a certified
copy of these resolutions and continue to conclusively rely on such
certified copy of these resolutions for all past, present and future
transactions until written notice of any change hereto is given to Lender
by this corporation by certified mail, return receipt requested.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary or Assistant
Secretary on the date set forth above.
________________________________________
Secretary or Assistant Secretary