Exhibit 10(i)(18)
LIMITED WAIVER
TO
CONVERTIBLE LOAN AGREEMENT
This Limited Waiver to the Convertible Loan Agreement ("LIMITED
WAIVER") is made, as of this 30th day of June, 2007, by Xxxx Xxxxxx and Xxxxxx
Xxxxxxxxx, who are the holders of not less than a majority of the outstanding
principal amount of the Debentures (as defined below) (the "HOLDERS").
WHEREAS, Cover-All Technologies Inc., a Delaware corporation
(the "COMPANY") and Xxxx Xxxxxx, Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxxx
(collectively, the "LENDERS"), and Xxxxxx Xxxxxxxxx, as agent for the
Lenders, are parties to that certain Convertible Loan Agreement, dated
as of June 28, 2001 (as amended, the "LOAN AGREEMENT"), pursuant to
which the Lenders purchased from the Company 8% Convertible Debentures
due 2008 for an aggregate principal amount of $400,000 (the
"DEBENTURES"); and
WHEREAS, terms not otherwise defined herein shall have the
meanings as set forth in the Loan Agreement; and
WHEREAS, for the fiscal quarter ending June 30, 2007, the
Company is not in compliance with one of the financial covenants set
forth in Section 7.01 of the Loan Agreement; and
WHEREAS, the Company has requested that the Lenders, pursuant
to Sections 12.02 and 11.04 of the Loan Agreement, waive, solely for
the fiscal quarter ending June 30, 2007, the Company's failure to
comply with one of the financial covenants set forth in Section 7.01 of
the Loan 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 June 30, 2007, the Company's non-compliance with one of the financial
covenants contained in Section 7.01 of the Loan Agreement.
2. The Holders do hereby acknowledge and agree that the
Company's non-compliance with one of the financial covenants contained in
Section 7.01 of the Loan Agreement is not, and shall not be deemed, a Default or
an Event of Default under the Loan Agreement.
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IN WITNESS WHEREOF, this Limited Waiver is entered into as of
the date set forth above.
HOLDERS:
/s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Xxxxxx Xxxxxxxxx
(holding approximately 50% of the outstanding
principal amount of the Debentures)
/s/ Xxxx Xxxxxx
------------------------------------
Xxxx Xxxxxx
(holding approximately 25% of the outstanding
principal amount of the Debentures)
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