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Exhibit 10(i)(21)
LIMITED WAIVER
TO
CONVERTIBLE LOAN AGREEMENTS
This Limited Waiver to Convertible Loan Agreements ("LIMITED
WAIVER") is
made, as of this 30th day of September, 2006, by and between
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"), 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 Additional Lenders Debentures (as
defined below) (the
"HOLDERS").
WHEREAS, Cover-All Technologies Inc., a Delaware corporation
(the
"COMPANY"), the Renaissance Lenders and RENN Capital Group,
Inc., formerly known
as 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 (as amended, the "RENAISSANCE LOAN
AGREEMENT"),
pursuant to which the Renaissance Lenders purchased from the
Company 8%
Convertible Debentures due 2008 for an aggregate principal
amount of $1,400,000
and 8% Convertible Debentures due 2009 for an aggregate
principal amount of
$700,000 (collectively, the "RENAISSANCE DEBENTURES"); and
WHEREAS, the Company and John Roblin, Arnold Schumsky and
Stuart
Sternberg (collectively, the "ADDITIONAL LENDERS" and, together
with the
Renaissance Lenders, the
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