EXHIBIT 10(o)(2)
FIRST AMENDMENT
TO
8.00% CONVERTIBLE DEBENTURES
This First Amendment ("AMENDMENT") to 8.00% Convertible Debentures is made
as of this 21st day of August, 2002, by and among Cover-All Technologies Inc., a
Delaware corporation (the "COMPANY"), Renaissance US Growth & Income Trust PLC,
a public limited company registered in England and Wales ("RENAISSANCE PLC"),
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"), Renaissance Capital Group, Inc., a Texas
corporation, as agent for the Renaissance Lenders (the "RENAISSANCE AGENT"),
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 (the "ADDITIONAL LENDERS AGENT").
WHEREAS, on June 28, 2001, the Company issued 8.00% Convertible
Debentures to the Renaissance Lenders and the Additional Lenders for an
aggregate principal amount of $1,800,000; and
WHEREAS, the Renaissance Lenders 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 66-2/3% of the outstanding
principal amount of the 2001 Debentures (as defined below) (the
"HOLDERS"); and
WHEREAS, the Company, the Renaissance Lenders and the Renaissance
Agent are parties to that certain Convertible Loan Agreement, dated as of
June 28, 2001 (as amended, the "RENAISSANCE AGREEMENT"), pursuant to which
the Renaissance Lenders purchased 8.00% Convertible Debentures from the
Company for an aggregate principal amount of $1,400,000 (the "RENAISSANCE
DEBENTURES"); and
WHEREAS, the Company, the Additional Lenders and the Additional
Lenders Agent are parties to that certain Convertible Loan Agreement,
dated as of June 28, 2001 (the "ADDITIONAL LENDERS AGREEMENT", and
together with the Renaissance Agreement, the "AGREEMENTS"), pursuant to
which the Additional Lenders purchased 8.00% Convertible Debentures from
the Company for an aggregate principal amount of $400,000 (the "ADDITIONAL
LENDERS DEBENTURES" and, together with the Renaissance Debentures, the
"2001 DEBENTURES"); and
WHEREAS, the Lenders are parties to that certain Intercreditor
Agreement, dated as of June 28, 2001 (the "INTERCREDITOR AGREEMENT"),
pursuant to which the Lenders set forth their relative rights as creditors
of the Company; and
WHEREAS, pursuant to the Intercreditor Agreement, no holder of the
2001 Debentures may modify or amend the 2001 Debentures without the prior
written consent of the holders of 66-2/3% of the principal amount of the
2001 Debentures; and
WHEREAS, the parties desire to amend the 2001 Debentures as
hereinafter set forth and the action by the Holders as hereinafter set
forth shall be deemed to amend each of the 2001 Debentures;
NOW, THEREFORE, in consideration of the promises and the mutual agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agree as
follows:
1. AMENDMENT. Section 7 of each of the 2001 Debentures (entitled
"One-Time Adjustment to Conversion Price") shall be, and hereby is, deleted in
its entirety.
2. REAFFIRMATION. Except as specifically provided for herein, the 2001
Debentures shall not be otherwise affected by this Amendment and shall continue
to be in full force and effect in accordance with their respective terms;
provided, however, that if the Company or any Lender so requests, the Lender
shall return its respective 2001 Debenture for cancellation and the Company
shall re-issue to such Lender a new debenture instrument incorporating the
amendments made pursuant hereto.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together only one agreement.
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-2-
IN WITNESS WHEREOF, this Amendment is entered into as of the date set
forth above.
THE COMPANY:
COVER-ALL TECHNOLOGIES INC.
By: /s/ Xxxx Xxxxxx
--------------------------------------
Name: Xxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
LENDERS:
RENAISSANCE US GROWTH & INCOME TRUST PLC
By: RENAISSANCE CAPITAL GROUP, INC.,
its Agent
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
(holding 50% of the outstanding principal
amount of the Renaissance Debentures and
approximately 38.89% of the outstanding
principal amount of the 2001 Debentures)
BFSUS SPECIAL OPPORTUNITIES TRUST PLC
By: RENAISSANCE CAPITAL GROUP, INC.,
its Agent
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
(holding 50% of the outstanding principal
amount of the Renaissance Debentures and
approximately 38.89% of the outstanding
principal amount of the 2001 Debentures)
