EXHIBIT 10.1
FIRST AMENDMENT TO SECOND AMENDED REVOLVING NOTE
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THIS FIRST AMENDMENT TO SECOND AMENDED REVOLVING NOTE ("Amendment") is
dated this 20th day of February, 2001, by and between Tangram Enterprise
Solutions, Inc., a Pennsylvania corporation (the "Debtor") and Safeguard
Scientifics, Inc., a Pennsylvania corporation (the "Holder").
RECITALS
WHEREAS, pursuant to that certain Securities Conversion Agreement dated as
of the date hereof, between the Debtor and the Holder, the Holder is converting
$3,000,000 of the aggregate amount of principal outstanding under that certain
Second Amended Revolving Note dated September 11, 1997 issued by the Company in
favor of the Investor (the "Revolver Note") into 3,000 shares of Series F
Convertible Preferred Stock (the "Conversion");
WHEREAS, in connection with the Conversion, the Debtor and the Holder
desire to amend the Revolver Note to reduce the principal amount available
thereunder from Six Million Dollars ($6,000,000) to Three Million Dollars
($3,000,000).
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. The first paragraph of the Revolver Note is hereby amended in its
entirety to read as follows:
FOR VALUE RECEIVED, Tangram Enterprise Solutions, Inc., a Pennsylvania
corporation (the "Borrower"), having an office at 00000 Xxxxxxx
Xxxxxxx, Xxxxx 000, Xxxx, Xxxxx Xxxxxxxx 00000-0000, hereby promises
to pay to the order of Safeguard Scientifics, Inc., a Delaware
corporation (the "Lender") or its registered assigns, at the Lender's
office located at 000 Xxxxx Xxxx Xxxxx, Xxxxx, Xxxxxxxxxxxx 00000 or
at such other place in the continental United States as the Lender may
designate in writing, upon demand, in lawful money of the United
States, and in immediately available funds, the principal sum of up to
Three Million and no/100 Dollars ($3,000,000), or so much thereof as
shall have been advanced by the Lender to the Borrower as hereinafter
set forth and then be outstanding, and to pay interest thereon monthly
in arrears on the first business day of each calendar month at an
annual rate equal to the
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announced prime rate of PNC Bank, N.A. of Philadelphia, Pennsylvania
(the "Prime Rate") plus one percent (1%). All amounts advanced hereon,
but not to exceed $3,000,000 at any one time outstanding in the
aggregate, shall be so advanced upon the request of the Borrower. All
amounts so advanced hereon and all payments made on account of the
principal hereof shall be recorded in the books of the Lender, which
records shall be final and binding, but failure to do so shall not
release the Borrower from any of its obligations hereunder.
2. Except as modified by this Amendment, the Revolver Note shall remain
in full force and effect in accordance with it terms. In the event of any
inconsistencies between the Revolver Note and this Amendment, this Amendment
shall prevail.
3. The parties hereby acknowledge that the principal outstanding under
the Revolver Note as of the date hereof, after giving effect to the Conversion,
is $500,000.
4. The parties hereby acknowledge that the accrued but unpaid interest
outstanding under the Revolver Note as of the date hereof, after giving effect
to the Conversion, is $81,867.38.
5. This Amendment shall be governed in all respects by the laws of the
Commonwealth of Pennsylvania without regard to the conflicts of laws principals
of any jurisdiction.
6. This Amendment and any amendment or supplement hereto may be executed
by the parties in separate counterparts, whether originally or by facsimile,
each of which when so executed and delivered, shall be an original, but all such
counterparts shall together constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Amendment as
of the day and year first above written.
DEBTOR
TANGRAM ENTERPRISE SOLUTIONS, INC.
By: /s/ Xxxx X. Xxxxx
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Senior Vice President and Chief Financial
Officer
HOLDER
SAFEGUARD SCIENTIFICS, INC.
By: /s/ N. Xxxxxxx Xxxxxxx
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