FIRST AMENDMENT
TO
8.00% CONVERTIBLE DEBENTURES DUE 2009
AND
SECOND AMENDMENT
TO
8.00% CONVERTIBLE DEBENTURES DUE 2008
This First Amendment to 8.00% Convertible Debentures Due 2009 and Second
Amendment to 8.00% Convertible Debentures Due 2009 (together, the "AMENDMENTS")
is made as of this 29th day of June, 2004, by and among Cover-All Technologies
Inc., a Delaware corporation (the "COMPANY"), 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"), 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, 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 from
the Company 8.00% Convertible Debentures due 2008 for an aggregate
principal amount of $1,400,000 and 8.00% Convertible Debentures due 2009
for an aggregate principal amount of $700,000 (collectively, the
"RENAISSANCE DEBENTURES");
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 (as amended, the "ADDITIONAL LENDERS
AGREEMENT", and together with the Renaissance Agreement, the
"AGREEMENTS"), pursuant to which the Additional Lenders purchased from
the Company 8.00% Convertible Debentures due 2008 for an aggregate
principal amount of $400,000 (the "ADDITIONAL LENDERS DEBENTURES" and,
together with the Renaissance Debentures, the "DEBENTURES");
WHEREAS, the Lenders are parties to that certain Intercreditor
Agreement, dated as of June 28, 2001 (as amended, the "INTERCREDITOR
AGREEMENT"), pursuant to which the Lenders set forth their relative
rights as creditors of the Company;
WHEREAS, pursuant to the Intercreditor Agreement, no Debenture
holder may modify or amend the Debentures without the prior written
consent of the holders of 66-2/3% of the outstanding principal amount of
the Debentures;
WHEREAS, the undersigned Lenders (the "HOLDERS") are the holders
of not less than 66-2/3% of the outstanding principal amount of the
Debentures; and
WHEREAS, the parties desire to amend the Debentures, pursuant to
Section 11.04 and Section 12.02 of the Agreements, as hereinafter set
forth, and the action by the Holders as hereinafter set forth shall be
deemed to amend each of the 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. AMENDMENTS.
(a) Section 6(a) of each of the Debentures shall be, and
hereby is, amended as follows:
(i) in the first sentence of Section 6(a), to change
the reference to "multiples of $100,000" in such Section to
"multiples of $100"; and
(ii) in the proviso in the fourth sentence of Section
6(a), to add the phrase "shall be converted in part or" after
the phrase "that in the event that this Debenture";
(b) Section 13 of each of the Debentures shall be, and
hereby is, amended to change the reference to "face amount less than
$100,000" in such Section to "face amount less than $100"; and
(c) Section 14 of each of the Debentures shall be, and
hereby is, amended to change the reference to "multiples of $100,000" in
such Section to "multiples of $100".
2. REAFFIRMATION. Except as specifically provided for herein, the
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 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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IN WITNESS WHEREOF, this Amendment is entered into as of the date set
forth above.
THE COMPANY:
COVER-ALL TECHNOLOGIES INC.
By:
----------------------------------------
Name: Xxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
lenders:
RENAISSANCE US GROWTH INVESTMENT TRUST PLC
By: RENAISSANCE CAPITAL GROUP, INC.,
its Agent
By:
----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
(holding 42% of the outstanding principal
amount of the Debentures)
BFSUS SPECIAL OPPORTUNITIES TRUST PLC
By: RENAISSANCE CAPITAL GROUP, INC.,
its Agent
By:
----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
(holding 42% of the outstanding principal
amount of the Debentures)
