LIMITED WAIVER
TO
CONVERTIBLE LOAN AGREEMENTS
This Limited Waiver to Convertible Loan Agreements ("LIMITED WAIVER")
is made, as of this 30th day of September, 2001, by and between Renaissance US
Growth & Income Trust PLC, a public limited company registered in England and
Wales ("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 June 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 (the "RENAISSANCE AGREEMENT"), pursuant to which the
Renaissance Lenders purchased 8% Convertible Debentures from the
Company for an aggregate principal amount of $1,400,000 (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 (the "ADDITIONAL
LENDERS Agreement"), pursuant to which the Additional Lenders purchased
8% Convertible Debentures from the Company for an aggregate principal
amount of $400,000 (the "ADDITIONAL LENDERS DEBENTURES" and, together
with the Renaissance Debentures, the "JUNE DEBENTURES"); and
WHEREAS, terms not otherwise defined herein shall have the
meanings as set forth in the Renaissance Agreement; and
WHEREAS, the Company is not in compliance with the financial
covenant set forth in Section 7.01 for the fiscal quarter ending
September 30, 2001 and the covenants set forth in Section 5.01 of the
Renaissance Agreement, and the financial covenant set forth in Section
7.01 for the fiscal quarter ending
September 30, 2001 and the covenants set forth in Section 5.01 of the
Additional Lenders Agreement; and
WHEREAS, the Company has requested that the Lenders, pursuant
to Sections 12.02 and 11.04 of the Renaissance Agreement and Sections
12.02 and 11.04 of the Additional Lenders Agreement, waive, solely for
the fiscal quarter ending September 30, 2001, the Company's failure to
comply with the financial covenant set forth in Section 7.01 for the
fiscal quarter ending September 30, 2001 and the covenants set forth in
Section 5.01 of the Renaissance Agreement, and the financial covenant
set forth in Section 7.01 for the fiscal quarter ending September 30,
2001 and the covenants set forth in Section 5.01 of the of the
Additional Lenders 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 September 30, 2001, the Company's
non-compliance with the covenants contained in Sections 7.01
and 5.01 of the Renaissance Agreement and Sections 7.01 and
5.01 of the Additional Lenders Agreement and any other
covenant, term or provision contained in the Renaissance
Agreement or the Additional Lenders Agreement arising out of
or relating to the Company's non-compliance with the covenants
contained in Sections 7.01 and 5.01 thereof; and
2. The Holders do hereby acknowledge and agree that
the Company's non-compliance with the covenants contained in
Sections 7.01 and 5.01 of the Renaissance Agreement and
Sections 7.01 and 5.01 of the Additional Lenders Agreement and
any other covenant, term or provision contained in the
Renaissance Agreement or the Additional Lenders Agreement
arising out of or relating to the Company's non-compliance
with the covenants contained in Sections 7.01 and 5.01 thereof
is not, and shall not be, deemed a Default or an Event of
Default under the Renaissance Agreement and the Additional
Lenders Agreement; and
3. This Limited Waiver may be executed in any number
of several counterparts. The provisions contained in Section
11.04 and Article XII of the Renaissance Agreement and Section
11.04 and Article XII of the Additional Lenders Agreement
shall apply with like effect to this Limited Waiver, as if
fully set forth at length herein.
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IN WITNESS WHEREOF, this Limited Waiver is entered into as of
the date set forth above.
HOLDERS:
RENAISSANCE US GROWTH & TRUST PLC
By: RENAISSANCE CAPITAL GROUP, INC., its agent
By:
----------------------------------------------
Name:
Title:
(holding 50% of the outstanding principal amount
of the Renaissance Debentures and approximately
38.89% of the outstanding principal amount of the
June Debentures)
BFSUS SPECIAL OPPORTUNITIES TRUST PLC
By: RENAISSANCE CAPITAL GROUP, INC., its agent
By:
----------------------------------------------
Name:
Title:
(holding 50% of the outstanding principal amount
of the Renaissance Debentures and approximately
38.89% of the outstanding principal amount of the
June Debentures)
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