First Amendment to 8.00% Convertible Debentures between Cover-All Technologies Inc. and Lenders

Summary

This amendment, dated August 21, 2002, is between Cover-All Technologies Inc. and its lenders, including Renaissance US Growth & Income Trust PLC, BFSUS Special Opportunities Trust PLC, and additional individual lenders. The agreement modifies the terms of previously issued 8.00% Convertible Debentures by deleting the section on one-time adjustment to the conversion price. All other terms of the debentures remain unchanged. The amendment is effective upon execution by all parties and allows for reissuance of amended debenture instruments if requested.

EX-10.(O).(2) 4 gex10o2-29568.txt EX-10.(O).(2) 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"), John Roblin, Arnold Schumsky and Stuart Sternberg (collectively, the "ADDITIONAL LENDERS" and, together with the Renaissance Lenders, the "LENDERS"), and Stuart Sternberg, 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. [Remainder of page intentionally left blank.] -2- IN WITNESS WHEREOF, this Amendment is entered into as of the date set forth above. THE COMPANY: COVER-ALL TECHNOLOGIES INC. By: /s/ John Roblin -------------------------------------- Name: John Roblin 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/ Russell Cleveland -------------------------------------- Name: Russell Cleveland 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/ Russell Cleveland -------------------------------------- Name: Russell Cleveland 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)