Amendment No. 1
to
Agreement
dated November 23, 1998
This Amendment No. 1 (the "Amendment"), dated as of April 7, 1999, among
Level 8 Systems, Inc., a ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇ ▇"), ▇▇▇▇▇ Systems Ltd.,
an Israeli company ("Liraz") and the WCAS Parties amends the agreement, dated
November 23, 1998 (the "Agreement"), between Level 8 and the WCAS Parties.
Capitalized terms used herein and not otherwise defined will have the meanings
ascribed to them in the Agreement.
In response to comments received from the Staff of the Commission, the WCAS
Parties, Level 8 and Liraz propose to amend the Schedule 13E-3 and, among other
things, add Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VI, L.P., WCAS Information Partners,
L.P. and WCAS Capital Partners II (collectively, the "WCAS Partnerships") as
filing persons. For purposes of this Amendment, the Schedule 13E-3, as hereafter
amended from time to time, is referred to as the "Amended Schedule 13E-3".
The parties agree as follows:
1. The following paragraphs are hereby added as Sections 10.1.3. and
10.1.4. to the Agreement:
"10.1.3. Subject to the provisions of this section 10, Level 8 and Liraz
shall indemnify and hold harmless each WCAS Party against any loss, claim,
damage or liability, or any action in respect thereof (including reasonable
fees and expenses of counsel) to which each WCAS Party may become subject,
insofar as such loss, claim, damage, liability or action arises out of or
is based upon any untrue statement of a material fact included in the
Amended Schedule 13E-3 or the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that any such loss, claim, damage,
liability or action is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission, not made in reliance upon and
in conformity with information furnished in writing by the WCAS Parties
relating to themselves, their affiliates or their associates for inclusion
in the Amended Schedule 13E-3 (the "WCAS Information").
10.1.4. Subject to the provisions of this section 10, the WCAS Parties
shall indemnify and hold harmless Level 8 and Liraz against any loss,
claim, damage or liability, or any action in respect thereof (including
reasonable fees and expenses of counsel) to which Level 8 and Liraz may
become subject, insofar as such loss, claim, damage, liability or action
arises out of or is based upon any untrue statement of a material fact in
the WCAS Information or the omission to state in the WCAS Information a
material fact required to be stated therein or necessary to make the
statements therein not misleading."
2. All references in the Agreement to "the agreement" or "this agreement"
shall hereinafter be deemed to refer to the Agreement as amended by this
Agreement. Except as expressly amended hereby, the Agreement shall remain in
full force and effect as originally executed by the parties.
3. This Amendment may be executed in counterparts, each of which shall be
considered an original, but all of which together shall constitute the same
instrument.
▇▇▇▇▇ ▇ SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer
LIRAZ SYSTEMS LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Chairman of the Board and President
WCAS PARTIES:
WELSH, CARSON, ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇ VI, L.P.
By: WCAS VI Partners, L.P., General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
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General Partner
WCAS INFORMATION PARTNERS, L.P.
By: WCAS INFO Partners, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
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Attorney-in-Fact
WCAS CAPITAL PARTNERS II
By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
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General Partner
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________
* As Attorney-in-Fact
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Trustee for the Benefit of the ▇▇▇ of
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
DELAWARE CHARTER TRUST CO., as
Trustee for the Benefit of the
▇▇▇ Rollover of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
TRUST U/A DATED 11/26/84 for the
Benefit of ▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, Trustee)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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TRUST U/A DATED 11/26/84 for the
Benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, Trustee)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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TRUST U/A DATED 11/26/84 for the
Benefit of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, Trustee)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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_________________________
* As Attorney-in-Fact
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
REBOUL, MACMURRAY, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ & KRISTOL
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Partner