EXHIBIT 10.23
INFORMATION MANAGEMENT ASSOCIATES, INC.
AMENDMENT NO. 1
TO
COMMON STOCK PURCHASE WARRANT
This Agreement is made as of June 1, 1994 by and between Information
Management Associates, Inc., a Connecticut corporation (the "Company") and
Wand/IMA Investments, L.P., a Delaware limited partnership (the "Wand/IMA
Partnership").
WHEREAS, the Wand/IMA Partnership is currently the holder of (i)
595,270 shares of the Company's common stock, no par value ("Common Stock"),
(ii) a Warrant (No. W-4) initially entitling the Wand/IMA Partnership to
purchase 14,812 shares of common stock at $9 per share (subject to adjustment
upon the occurrence of certain events) (the "New Warrant"), and (iii) the
Company's 12% Senior Subordinated Note due 1997 in the outstanding principal
amount of $1,000,000;
WHEREAS, Mercury Asset Management plc, acting as agent on behalf of
certain of its managed accounts (the "Managed Accounts") is purchasing pursuant
to a Stock Purchase Agreement (the "Stock Purchase Agreement"), of even date
herewith, 117,778 shares of common stock from certain significant shareholders
of the Company; and
WHEREAS, in order to facilitate the transactions contemplated by the
Stock Purchase Agreement, the Company and the Wand/IMA Partnership desire to
amend the terms of the New Warrant;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows and the New Warrant (No. W-4) is hereby amended
as hereinafter set forth:
SECTION 1
Representations and Warranties of the Company
The Company hereby represents and warrants to the Wand/IMA Partnership
as follows:
1.1 Authority and Validity. The execution, delivery and performance of
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this Amendment to the New Warrant and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of the Company. This Amendment to the New Warrant
has been duly and validly executed and delivered by the Company and is the valid
and binding obligation of the Company, enforceable in accordance with its terms,
except as such enforcement may be affected or limited by bankruptcy, insolvency,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and by applicable principles of equitable remedies. Neither the
execution, delivery and performance of this Amendment to the New Warrant, nor
the consummation of the transactions contemplated hereby or compliance by the
Company with any of the provisions hereof will (i) conflict with or result in a
breach of any material provisions of its Charter or By-Laws; (ii) violate or
conflict with the terms of any material agreement to which the Company is a
party or by which it is bound; or (iii) violate any law, statute, rule or
regulation or judgment, order, writ, injunction or decree of any court,
administrative agency or governmental body applicable to Company.
SECTION 2
Amendments to Warrant
The terms and conditions of the New Warrant (No. W-4) are hereby
amended as follows:
2.1 Definitions. The definition of "Initiating Holders" set forth in
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Section 14 of the New Warrant is hereby deleted in its entirety and the
following revised definition is substituted therefor:
"Initiating Holders: Any holder or holders of Registrable Securities
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holding at least 40% of the Registrable Securities (by number of
2
shares or, in the case of any debt securities which may be Other
Securities, 40% of the outstanding principal amount of such securities) and
initiating a request pursuant to section 13.1 for the registration of all
or part of such holder's or holders' Registrable Securities."
2.2 Effect of Amendment. Except as amended hereby, all provisions of
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the New Warrant shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date and year first above written.
INFORMATION MANAGEMENT
ASSOCIATES, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name:
Title:
WAND/IMA INVESTMENTS, L.P.
By: WAND PARTNERS INC.,
as General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title:
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