Exhibit 10(i)(19)
LIMITED WAIVER
TO
CONVERTIBLE LOAN AGREEMENT
This Limited Waiver to the Convertible Loan Agreement ("LIMITED WAIVER")
is made, as of this 30th day of September, 2007, by ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, 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 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (collectively, the "LENDERS"), and ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, 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 September 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 September 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 September 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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(holding approximately 50% of the
outstanding principal amount of the
Debentures)
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
(holding approximately 25% of the
outstanding principal amount of the
Debentures)
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