Amendment to Loan and Security Agreement between Greyrock Capital and SEER Technologies, Inc. and Affiliates

Summary

This amendment updates the terms of a loan agreement between Greyrock Capital (a division of Banc of America Commercial Finance Corporation) and several borrowers, including SEER Technologies, Inc., Level 8 Systems, Inc., Momentum Software Corporation, TSAC, Inc., and Level 8 Technologies, Inc. The amendment revises the maturity date and early termination provisions for the receivable loan facility and the overall agreement. Borrowers must repay all outstanding obligations upon termination. The amendment is effective August 2, 2000, and is consented to by several guarantor affiliates.

EX-10.38 2 0002.txt AMENDMENT TO LOAN DOCUMENTS 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 ----------------------------------- 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 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 --------------------------------------------------------------------- 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 ------------------- 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 ------------------------------- 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 (e) Payment of Obligations. Notwithstanding anything herein to the contrary, ------------------------ 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 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 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