Exhibit 10(i)(16)
LIMITED WAIVER
TO
CONVERTIBLE LOAN AGREEMENTS
This Limited Waiver to Convertible Loan Agreements ("LIMITED WAIVER") is
made, as of this 31st day of December, 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 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 December 31, 2006, the
Company is not in compliance with the financial covenants set forth in
Section 7.01 of 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 December 31, 2006, the Company's failure to comply
with the financial covenants set forth in Section 7.01 of 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 December 31, 2006, the Company's non-compliance with the
financial covenants contained in Section 7.01 of each of the Loan
Agreements; and
2. The Holders do hereby acknowledge and agree that the
Company's non-compliance with the financial covenants contained in
Section 7.01 of 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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2
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
--------------------------------------
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)
BFSUS SPECIAL OPPORTUNITIES TRUST PLC
By: /S/ XXXXXXX XXXXXXXXX
--------------------------------------
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)
