Exhibit 10.38
[GRAPHIC OMITED]
[GRAPHIC OMITED]
AMENDMENT TO LOAN DOCUMENTS
BORROWERS: SEER TECHNOLOGIES, INC.
LEVEL 8 SYSTEMS, INC.
MOMENTUM SOFTWARE CORPORATION
TSAC, INC.
LEVEL 8 TECHNOLOGIES, INC.
ADDRESS: 8000 REGENCY PARKWAY
CARY, NORTH CAROLINA 27511
DATE: AUGUST 2, 2000
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between GREYROCK CAPITAL,
a Division of Banc of America Commercial Finance Corporation ("Greyrock"), whose
address is 10880 Wilshire Blvd., Suite 1850, Los Angeles, CA 90024 and the
borrowers named above (jointly and severally, "Borrower").
The parties hereto agree to amend the Loan and Security Agreement between
them, dated March 31, 1999 (as amended from time to time, the "Loan Agreement"),
as follows, effective on the date hereof. (Capitalized terms used but not
defined in this Amendment, shall have the meanings set forth in the Loan
Agreement.)
1. MATURITY DATE. Section 4 of the Schedule is hereby amended in its
entirety to read as follows:
"4. MATURITY DATE
(Section 6.1): (a) Term of Receivable Loan Facility. The period
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during which Receivable Loans will be made (the 'Receivable Loan Period') shall
be from the date of this Agreement to DECEMBER 1, 2000 (the 'Receivable Loan
Maturity Date'), unless sooner terminated in accordance with the terms of this
Agreement, provided that the Receivable Loan Maturity Date shall automatically
EXHIBIT 10.38, PAGE 1
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be extended for successive additional terms of one year each, unless one party
gives written notice to the other, not less than sixty days prior to the next
Receivable Loan Maturity Date, that such party elects to terminate the
Receivable Loan Period effective on the next Receivable Loan Maturity Date. On
the Receivable Loan Maturity Date or on any earlier termination of this
Agreement, no further Receivable Loans will be made, and Borrower shall pay in
full all outstanding Receivable Loans.
(b) Early Termination of Receivable Loan Facility at Borrower's Option. The
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Receivable Loan Period may be terminated prior to the Receivable Loan Maturity
Date by Borrower, effective three business days after written notice of
termination is given by Borrower to Greyrock.
(c) Term of Agreement. The term of this Agreement shall be from the date of
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this Agreement to the later of the following (the 'Maturity Date'): (i) the
termination of the Receivable Loan Period, or (ii) the date the last installment
of principal on the Replacement Term Loan is due. On the Maturity Date or on
any earlier termination of this Agreement, Borrower shall pay in full all
Obligations, and notwithstanding any termination of this Agreement all of
Greyrock's security interests and all of Greyrock's other rights and remedies
shall continue in full force and effect until payment and performance in full of
all Obligations.
(d) Early Termination of Agreement. This Agreement may be terminated prior to
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the Maturity Date as follows: (i) by Borrower, effective three business days
after written notice of termination is given to Greyrock; or (ii) by Greyrock at
any time after the occurrence of an Event of Default, without notice, effective
immediately.
EXHIBIT 10.38, PAGE 2
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(e) Payment of Obligations. Notwithstanding anything herein to the contrary,
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Borrower shall have no right to terminate this Agreement at any time that any
principal of, or interest on any of the Loans or any other mone-tary Obligations
are outstanding, except upon prepayment of all Obligations and the satisfaction
of all other conditions set forth in the Loan Documents."
2. REPRESENTATIONS TRUE. Borrower represents and warrants to Greyrock
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
3. GENERAL PROVISIONS. This Amendment, the Loan Agreement, and the other
Loan Documents 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 under-standings 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 the other Loan Documents
shall continue in full force and effect and the same are hereby ratified and
confirmed.
BORROWER GREYROCK::
SEER TECHNOLOGIES, INC. GREYROCK CAPITAL, A DIVISION OF
BANC OF AMERICA COMMERCIAL FINANCE
CORPORATION
BY_/s/ Steven Dmiszewicki________ BY_/s/ Sachi Nagano______________
PRESIDENT OR VICE PRESIDENT
BY_/s/ Dennis McKinnie___________ TITLE_SVP_________________________
SECRETARY OR ASS'T SECRETARY
BORROWER: BORROWER:
LEVEL 8 SYSTEMS, INC. MOMENTUM SOFTWARE CORPORATION
BY_/s/ Steven Dmiszewicki________ BY_/s/ Steven Dmiszewicki________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY_/s/ Dennis McKinnie__________ BY_/s/ Dennis McKinnie__________
SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
EXHIBIT 10.38, PAGE 3
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BORROWER: BORROWER:
TSAC, INC. LEVEL 8 TECHNOLOGIES, INC.
BY_/s/ Steven Dmiszewicki________ BY_/s/ Steven Dmiszewicki________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY_/s/ Dennis McKinnie__________ BY_/s/ Dennis McKinnie__________
SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
EXHIBIT 10.38, PAGE 4
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CONSENT
The undersigned, guarantors, acknowledge that their consent to the foregoing
Amendment is not required, but the undersigned nevertheless do hereby consent to
the foregoing Amendment and to the documents and agreements referred to therein
and to all future modifications and amendments thereto, and any termination
thereof, and to any and all other present and future documents and agreements
between or among the fore-going parties. Nothing herein shall in any way limit
any of the terms or provisions of the Guaranties of the undersigned, all of
which are hereby ratified and affirmed. This Consent may be executed in
counterparts. The signatures of the undersigned shall be fully effective even
if other persons named below fail to sign this Consent.
LEVEL 8 IRELAND LIMITED LEVEL 8 SYSTEMS AUSTRALIA PTY LIMITED
BY_/s/ Steven Dmiszewicki_________ BY_/s/ Steven Dmiszewicki______
TITLE___Chairman_______________ TITLE_President________________
LEVEL 8 BENELUX B.V. TEMPLATE SOFTWARE UK LIMITED
BY_/s/ Steven Dmiszewicki_________ BY_/s/ Steven Dmiszewicki______
TITLE_President________________ TITLE_President________________
TSGS, INC.
BY_/s/ Steven Dmiszewicki_________
TITLE_President__________________
EXHIBIT 10.38, PAGE 5
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