EXHIBIT 10.19
LIMITED WAIVER
TO
CONVERTIBLE LOAN AGREEMENTS
This Limited Waiver to Convertible Loan Agreements ("LIMITED WAIVER")
is made, as of this 31st day of December, 2001, by and between Renaissance US
Growth & Income Trust PLC, a public limited company registered in England and
Wales ("RENAISSANCE PLC"), and BFSUS Special Opportunities Trust PLC, a public
limited company registered in England and Wales ("BFSUS") (Renaissance PLC and
BFSUS are collectively referred to as the "RENAISSANCE LENDERS"), who are the
holders of not less than a majority of the outstanding principal amount of the
Renaissance Debentures (as defined below) and not less than a majority of the
outstanding principal amount of the June Debentures (as defined below) (the
"HOLDERS").
WHEREAS, Cover-All Technologies Inc., a Delaware corporation
(the "COMPANY"), the Renaissance Lenders and Renaissance Capital Group,
Inc., a Texas corporation, as agent for the Renaissance Lenders, are
parties to that certain Convertible Loan Agreement, dated as of June
28, 2001 (the "RENAISSANCE AGREEMENT"), pursuant to which the
Renaissance Lenders purchased 8% Convertible Debentures from the
Company for an aggregate principal amount of $1,400,000 (the
"RENAISSANCE DEBENTURES"); and
WHEREAS, the Company and Xxxx Xxxxxx, Xxxxxx Xxxxxxxx and
Xxxxxx Xxxxxxxxx (collectively, the "ADDITIONAL LENDERS" and, together
with the Renaissance Lenders, the "Lenders"), and Xxxxxx Xxxxxxxxx, as
agent for the Additional Lenders, are parties to that certain
Convertible Loan Agreement, dated as of June 28, 2001 (the "ADDITIONAL
LENDERS AGREEMENT"), pursuant to which the Additional Lenders purchased
8% Convertible Debentures from the Company for an aggregate principal
amount of $400,000 (the "ADDITIONAL LENDERS DEBENTURES" and, together
with the Renaissance Debentures, the "JUNE DEBENTURES"); and
WHEREAS, terms not otherwise defined herein shall have the
meanings as set forth in the Renaissance Agreement; and
WHEREAS, the Company is not in compliance with the financial
covenant set forth in Section 7.01 for the fiscal quarter ending
December 31, 2001 and the covenants set forth in Section 5.01 of the
Renaissance Agreement, and the Company is not in compliance with the
financial covenant set forth in Section
7.01 for the fiscal quarter ending December 31, 2001 and the covenants
set forth in Section 5.01 of the Additional Lenders Agreement; and
WHEREAS, on September 30, 2001, the Holders waived, solely for
the fiscal quarter ending September 30, 2001, the Company's
non-compliance with the covenants contained in Sections 7.01 and 5.01
of the Renaissance Agreement and Sections 7.01 and 5.01 of the
Additional Lenders Agreement, provided that the Company is in
compliance with such covenants for the fiscal quarter ending December
31, 2001, and the Holders acknowledged and agreed that the Company's
non-compliance with the covenants contained in Sections 7.01 and 5.01
of the Renaissance Agreement and Sections 7.01 and 5.01 of the
Additional Lenders Agreement is not, and shall not be, deemed a Default
or an Event of Default under the Renaissance Agreement and the
Additional Lenders Agreement, provided that the Company is in
compliance with such covenants for the fiscal quarter ending December
31, 2001; and
WHEREAS, the Company has requested that the Lenders, pursuant
to Sections 12.02 and 11.04 of the Renaissance Agreement and Sections
12.02 and 11.04 of the Additional Lenders Agreement, waive, solely for
the fiscal quarter ending December 31, 2001, the Company's failure to
comply with the financial covenant set forth in Section 7.01 for the
fiscal quarter ending December 31, 2001, and the covenants set forth in
Section 5.01 of the Renaissance Agreement, and the financial covenant
set forth in Section 7.02 for the fiscal quarter ending December 31,
2001, and the covenants set forth in Section 5.01 of the of the
Additional Lenders Agreement; and
WHEREAS, the Company has requested that the Lenders, pursuant
to Sections 12.02 and 11.04 of the Renaissance Agreement and Sections
12.02 and 11.04 of the Additional Lenders Agreement, waive, solely for
the fiscal quarter ending September 30, 2001, the Company's failure to
comply with the financial covenant set forth in Section 7.01 for the
fiscal quarter ending September 30, 2001, and the covenants set forth
in Section 5.01 of the Renaissance Agreement, and the financial
covenant set forth in Section 7.02 for the fiscal quarter ending
September 30, 2001, and the covenants set forth in Section 5.01 of the
of the Additional Lenders Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements set forth herein, the undersigned hereby agree as
follows:
1. The Holders do hereby waive, solely for the fiscal
quarter ending December 31, 2001, the Company's non-compliance
with the covenants contained in Sections 7.01 and 5.01 of the
Renaissance Agreement and Sections 7.01 and 5.01 of the
Additional Lenders Agreement; and
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2. The Holders do hereby acknowledge and agree that
the Company's non-compliance with the covenants contained in
Sections 7.01 and 5.01 of the Renaissance Agreement and
Sections 7.01 and 5.01 of the Additional Lenders Agreement for
the fiscal quarter ending December 31, 2001 is not, and shall
not be, deemed a Default or an Event of Default under the
Renaissance Agreement and the Additional Lenders Agreement;
and
3. The Holders do hereby waive, solely for the fiscal
quarter ending September 30, 2001, the Company's
non-compliance with the covenants contained in Sections 7.01
and 5.01 of the Renaissance Agreement and Sections 7.01 and
5.01 of the Additional Lenders Agreement; and
4. The Holders do hereby acknowledge and agree that
the Company's non-compliance with the covenants contained in
Sections 7.01 and 5.01 of the Renaissance Agreement and
Sections 7.01 and 5.01 of the Additional Lenders Agreement for
the fiscal quarter ending September 30, 2001 is not, and shall
not be, deemed a Default or an Event of Default under the
Renaissance Agreement and the Additional Lenders Agreement.
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IN WITNESS WHEREOF, this Limited Waiver is entered into as of
the date set forth above.
HOLDERS:
RENAISSANCE US GROWTH & INCOME TRUST PLC
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxxxx
Director
(holding 50% of the outstanding
principal amount of the Renaissance
Debentures and approximately 38.89% of
the outstanding principal amount of the
June Debentures)
BFSUS SPECIAL OPPORTUNITIES TRUST PLC
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxxxx
Director
(holding 50% of the outstanding
principal amount of the Renaissance
Debentures and approximately 38.89% of
the outstanding principal amount of the
June Debentures)
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