Corporate Resolution Regarding Credit - Imperial Creditcorp Inc. and WebSideStory Inc.
IMPERIAL CREDITCORP INC.
CORPORATE RESOLUTION REGARDING CREDIT
ADDRESS: 226 Airport Parkway, San Jose, CA 95110
RESOLVED, that WEBSIDESTORY, INC., a California corporation (the
"Corporation"), borrow from IMPERIAL CREDITCORP, hereinafter referred to as
"Lender", from time to time, such sums of money as, in the judgement of the
officer or officers hereinafter authorized, this Corporation may require;
provided that the aggregate amount of such borrowing, pursuant to this
resolution, shall not at any one time exceed the principal sum of TWO MILLION
DOLLARS ($2,000,000.00), in addition to such amount as may be otherwise
authorized;
RESOLVED FURTHER, that any one (1) of the following named officers
John J. Hentrich The President and Chief Executive Officer
Terance A. Kinninger The Senior Vice President and Chief
Financial Officer
of this Corporation (the officer or officers acting in combination, authorized
to act pursuant hereto being hereinafter designated as "authorized officers"),
be and they are hereby authorized, directed and empowered, for and on behalf and
in the name of this Corporation (1) to execute and deliver to Lender such notes
or other evidences of indebtedness of this Corporation for the monies so
borrowed, with interest thereon, as Lender may require, and to execute and
deliver, from time to time, renewals or extensions of such notes or other
evidences of indebtedness; (2) to grant a security interest in, transfer, or
otherwise hypothecate or deed in trust for Lender's benefit and deliver by such
instruments in writing or otherwise as may be demanded by Lender, any of the
property of this Corporation as may be required by Lender to secure the payment
of any notes or other indebtedness of this Corporation or third parties to
Lender, whether arising pursuant to this resolution or otherwise; (3) to grant
to Lender any stock purchase warrants as Lender may require; and (4) to perform
all acts and execute and deliver all instruments which Lender may deem necessary
to carry out the purposes of this resolution;
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized and empowered, and that any one (1) of said authorized officers be
and they are hereby authorized and empowered (1) to discount with or sell to
Lender conditional sales contracts, notes, acceptances, drafts, bailment
agreements, leases, receivables and evidences of indebtedness payable to this
Corporation, upon such terms as may be agreed upon by them and Lender, and to
endorse in the name of this Corporation said notes, acceptances, drafts,
bailment agreements, leases, receivables and evidences of indebtedness so
discounted, and to guarantee the payment of the same to Lender, and (2) to apply
for and obtain from Lender letters of credit and in connection therewith to
execute such agreement, applications, guarantees, indemnities and other
financial undertakings as Lender may require;
RESOLVED FURTHER, that said authorized officers are also authorized to
direct the disposition of the proceeds of any such obligation, and to accept or
direct delivery from Lender of any property of this Corporation at any time held
by Lender;
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RESOLVED FURTHER, that the authority given hereunder shall be deemed
retroactive and any and all acts authorized hereunder performed prior to the
passage of this resolution are hereby ratified and affirmed;
RESOLVED FURTHER, that this resolution will continue in full force and
effect until Lender shall receive official notice in writing from this
Corporation of the revocation thereof by a resolution duly adopted by the Board
of Directors of this Corporation, and that the certification of the Secretary of
this Corporation as to the signatures of the above named persons shall be
binding on this Corporation.
I, Michael S. Christian, Senior Vice President and Secretary of the
Corporation, duly organized and existing under the laws of the State of
California, do hereby certify that the foregoing is a full, true and correct
copy of a resolution of the Board of Directors of the Corporation, duly and
regularly passed and adopted by the Board of Directors of the Corporation.
I further certify that said resolution is still in full force and effect
and has not been amended or revoked, and that the specimen signatures appearing
below are the signatures of the officers authorized to sign for this Corporation
by virtue of said resolution.
Executed as of August 11, 2000
/s/ John J. Hentrich
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President and CEO
AUTHORIZED SIGNATURES:
John J. Hentrich, President and CEO Signature: /s/ John J. Hentrich
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Terance A. Kinninger, Signature: /s/ Terance A. Kinninger
Senior Vice President and CFO ------------------------------
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