Exhibit 10(i)(21)
LIMITED WAIVER
TO
CONVERTIBLE LOAN AGREEMENTS
This Limited Waiver to Convertible Loan Agreements ("LIMITED WAIVER") is
made, as of this 30th day of September, 2006, by and between Renaissance US
Growth Investment Trust PLC, a public limited company registered in England and
Wales formerly known as Renaissance US Growth & Income Trust PLC ("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 Additional Lenders Debentures (as defined below) (the
"HOLDERS").
WHEREAS, Cover-All Technologies Inc., a Delaware corporation (the
"COMPANY"), the Renaissance Lenders and XXXX Capital Group, Inc., formerly known
as 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 (as amended, the "RENAISSANCE LOAN AGREEMENT"),
pursuant to which the Renaissance Lenders purchased from the Company 8%
Convertible Debentures due 2008 for an aggregate principal amount of $1,400,000
and 8% Convertible Debentures due 2009 for an aggregate principal amount of
$700,000 (collectively, 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 (as amended, the "ADDITIONAL LOAN AGREEMENT" and,
together with the Renaissance Loan Agreement, the "LOAN AGREEMENTS"), pursuant
to which the Additional Lenders purchased from the Company 8% Convertible
Debentures due 2008 for an aggregate principal amount of $400,000 (the
"ADDITIONAL Debentures" and, together with the Renaissance Debentures, the
"DEBENTURES"); and
WHEREAS, terms not otherwise defined herein shall have the meanings as
set forth in the Renaissance Agreement; and
WHEREAS, for the fiscal quarter ending September 30, 2006, the Company
is not in compliance with the financial covenants set forth in each of the Loan
Agreements; and
WHEREAS, the Company has requested that the Lenders, pursuant to
Sections 12.02 and 11.04 of the Loan Agreements, waive, solely for the fiscal
quarter ending September 30, 2006, the Company's failure to comply with the
financial covenants set forth in each of the Loan Agreements;
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 September 30, 2006, the Company's non-compliance with the financial
covenants contained in each of the Loan Agreements; and
2. The Holders do hereby acknowledge and agree that the Company's
non-compliance with the financial covenants in each of the Loan Agreements is
not, and shall not be, deemed a Default or an Event of Default under the Loan
Agreements.
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IN WITNESS WHEREOF, this Limited Waiver is entered into as of the date
set forth above.
HOLDERS:
RENAISSANCE US GROWTH INVESTMENT TRUST PLC
By:/s/ Xxxxxxx Xxxxxxxxx, President
-----------------------------------
Xxxxxxx Xxxxxxxxx, President,
XXXX Capital Group, Inc., Investment Manager
(holding approximately 50% of the outstanding principal
amount of the Renaissance Debentures and approximately
42% of the outstanding principal amount of the
Debentures)
BFS US SPECIAL OPPORTUNITIES TRUST PLC
By:/s/ Xxxxxxx Xxxxxxxxx, President
-----------------------------------
Xxxxxxx Xxxxxxxxx, President,
XXXX Capital Group, Inc., Investment Manager
(holding approximately 50% of the outstanding principal
amount of the Renaissance Debentures and approximately
42% of the outstanding principal amount of the
Debentures)