EXHIBIT 10.34
[GREYROCK LOGO]
AMENDMENT TO LOAN DOCUMENTS
BORROWERS: SEER TECHNOLOGIES, INC. AND LEVEL 8 SYSTEMS, INC.
ADDRESS: 0000 XXXXXXX XXXXXXX
XXXX, XXXXX XXXXXXXX 00000
DATE: SEPTEMBER 24, 1999
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between GREYROCK CAPITAL,
a Division of Banc of America Commercial Finance Corporation ("Greyrock"), whose
address is 00000 Xxxxxxxx Xxxx., Xxxxx 0000, Xxx Xxxxxxx, XX 00000 and the
borrower named above ("Borrower").
The Parties 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. TERM.
(a) Sections 6.1 and 6.2 of the Loan Agreement are hereby deleted and
replaced with the following: "See Section 4 of the Schedule".
(b) Section 1(c)(1) of the Schedule, which currently reads as follows:
"(1) The Replacement Term Loan shall be due and payable, in full, on the earlier
of (A) SEPTEMBER 1, 2000, or (B) any termination of this Agreement",
is hereby amended in its entirety to read as follows:
"(1) The Replacement Term Loan shall be due and payable, in full, on the earlier
of (A) MARCH 1, 2001, or (B) any termination of this Agreement".
(c) In Section 1 of the Schedule, the subsection entitled "Letter of Credit
Sublimit" is hereby amended in its entirety to read as follows:
"LETTER OF CREDIT SUBLIMIT Greyrock, in its reasonable business 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 accordance with a
Letter of Credit Agreement of even date, in an aggregate amount at any one time
outstanding not to exceed $500,000, upon the request of the Borrower, provided
that, on the date the Letters of Credit are to be issued, Borrower has available
EXHIBIT 10.34 -, PAGE 1
to it Receivable Loans in an amount equal to or greater than the face amount of
the Letters of Credit to be issued, and provided that no further LCs will be
issued after the Receivable Loan Maturity Date (defined below). Each Letter of
Credit shall have an expiry date no later than the Receivable Loan Maturity
Date, provided that a Letter of Credit may have an expiry date later than the
Receivable Loan Maturity Date if and only if Borrower's reimbursement obligation
with respect to such Letter of Credit is secured by cash on terms acceptable to
Greyrock in its sole discretion. Fees for the Letters of Credit shall be as
provided in said Letter of Credit Agreement.
The Credit Limit set forth above 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."
(d) 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 SEPTEMBER 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
be extended for successive addi-tional 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 termi-nated 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
EXHIBIT 10.34 -, PAGE 2
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.
(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: BORROWER:
SEER TECHNOLOGIES, INC. XXXXX 0 SYSTEMS, INC.
By /s/ Xxxxxx Xxxxxxxxxxx By /s/ Xxxxxx Xxxxxxxxxxx
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President or Vice President President or Vice President
By /s/ Xxxxxx XxXxxxxx By /s/ Xxxxxx XxXxxxxx
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Secretary or Ass't Secretary Secretary or Ass't Secretary
EXHIBIT 10.34 -, PAGE 3
GREYROCK:
GREYROCK CAPITAL,
A DIVISION OF BANC OF AMERICA COMMERCIAL FINANCE CORPORATION
By /s/Xxxx Xxxxxx
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Title Sr. Vice President
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