Second Amendment to Letter Agreement

 

                                                            Exhibit 10.64

                    INFORMATION MANAGEMENT ASSOCIATES, INC.

                               6527 Main Street
                              Trumbull, CT 06611

                                                         June 1, 1994

Wand Partners Inc.
30 Rockefeller Plaza, Suite 3226
New York, NY 10112

Wand/IMA Investments, L.P.
30 Rockefeller Plaza, Suite 3226
New York, NY 10112

         Re:      Second Amendment to Letter Agreement
                  Originally Executed December 21, 1990
                  -------------------------------------  
Gentlemen:

         Reference is made to a certain Letter Agreement, dated December 21, 
1990 (the "Letter Agreement"), among Wand/IMA Investments, L.P., a Delaware
limited partnership, (the "Wand/IMA Partnership"), Information Management
Associates, Inc., a Connecticut corporation, (the "Company") and certain
shareholders of the Company, Mr. Gary R. Martino, Mr. Andrei Podludnewycz, Mr.
Paul J. Schmidt, Mr. Albert R. Subbloie, Jr., Mr. Wendell Covalt, Mr. Dennis
Dobson, and Mr. Joseph R. Lemay. (Messrs. Martino, Podludnewycz, Schmidt and
Subbloie are referred to herein individually as a "Principal Shareholder", and,
collectively, as the "Principal Shareholders"). The Letter Agreement was
subsequently amended on October 29, 1991 (the "First Amendment") to revise its
existing terms and to add certain new provisions. The original parties to the
Letter Agreement now wish to amend the Letter Agreement further to add Wand
Partners Inc., a Delaware corporation ("WPI") as a party, to release Messrs.
Covalt, Dobson and LeMay as parties, and to correct certain other errors
contained in the First Amendment. Accordingly, the Letter Agreement is now
further amended (the "Second Amendment") as follows:

                  1.  Principal Shareholders' Common Stock.  Each Principal
                      ------------------------------------  
Shareholder severally represents that he owns 

the number of shares of Common Stock set forth opposite his name on Exhibit A 
hereto.

                  2.  Section 3 of the Letter Agreement as amended by the First
Amendment, is hereby deleted in its entirety and the following section is 
substituted therefor:

                  "3.  Take-Along Rights.  (a) Promptly after any
                       -----------------
         one or more Principal Shareholder (the "Selling Shareholder")
         determines to offer for sale or otherwise dispose of (a "sale"), all or
         any portion of the Common Stock of the Company owned by such Selling
         Shareholder to any Person other than an Affiliate (as defined in
         section 3 of this Second Amendment) of such Selling Shareholder (a
         "Third Party Purchaser"), and if as a consequence of such sale the
         Principal Shareholders as a group would in the aggregate own fewer than
         80% of the aggregate number of shares of Common Stock indicated on
         Exhibit A, then the Selling Shareholder shall give written notice (a
         "Take-Along Notice") to the Wand/IMA Partnership and WPI at the address
         stated at the beginning of this letter, specifying the name of the
         Third Party Purchaser, the number of shares of Common Stock intended to
         be sold, the purchase price and all other relevant terms and conditions
         of such sale. You shall have the option (the "Take-Along Option") to
         sell up to such number of shares of Common Stock determined in
         accordance with paragraph (b) of this section (the "Other Included
         Shares"), at the same price and on the same terms received by the
         Selling Shareholder. The Take-Along Option shall be exercised by you by
         delivering a written notice to the Selling Shareholder (an "Exercise
         Notice"), within five Business Days of the delivery of the Take-Along
         Notice, indicating your election to exercise the Take-Along Notice or
         Exercise Notice shall be deemed delivered for purposes of this
         Agreement (i) if given by telex or telecopy, when such telex or
         telecopy is transmitted to the recipient's telex or telecopy number and
         the 

         appropriate answer back or acknowledgment of receipt is received or
         (ii) if given by mail, 72 hours after such notice is deposited in the
         U.S. mail, return receipt requested. Failure by you to deliver an
         Exercise Notice to the Selling Shareholder shall constitute a binding
         agreement by your to sell up to the number of shares of Common Stock
         specified in such Exercise Notice at the price and on the terms stated
         in the Take-Along Notice, unless such Exercise Notice is revoked by a
         written instrument delivered in the manner specified above to the
         Selling Shareholder at least 24 hours prior to the time that the
         Selling shareholder enters into a legally binding commitment to sell
         such shares of Common Stock. the Selling Shareholder shall not sell
         shares of Common Stock to a Third Party Purchaser unless all Other
         Included Shares, if any have been elected pursuant to this Agreement,
         are included in such sale in accordance with this section.

                   (b) You shall have the right to sell pursuant to each
         Take-Along Option described in paragraph (a) of this section up to the
         number of shares of Common Stock determined by the formula below:

                                      X
                           A =     -------   x Z
                                     X+Y

         where, on the date you exercise the Take-along Option, A equals the
         number of shares of Common Stock you may include in such sale, X equals
         the number of shares of Common Stock then owned beneficially by you
         (inclusive of any shares issuable upon exercise of any warrants,
         options or other rights held by you), Y equals the total number of
         shares of Common Stock then owned by the Principal Shareholders on a
         fully 

         diluted basis and Z equals the number of shares of Common Stock
         which the Selling Shareholder proposes to sell to a third Party
         Purchaser; provided, however, that the formula shall only include
                    --------  -------
         shares to be sold after the Principal Shareholders have sold 20% of the
         aggregate number of shares of Common Stock indicated on Exhibit A.

                  (c) If and to the extent that at the end of 30 days following
         the date on which a Take-Along Notice was given pursuant to paragraph
         (a) of this section, the Selling Shareholder has not completed the sale
         of the number of shares of Common Stock proposed to be sold as set
         forth in such Take-Along Notice, the Take- Along Option with respect
         thereto and the Selling Shareholder's right to sell such shares of
         Common stock shall cease until such times as a subsequent Take-Along
         Notice is delivered to you in accordance with paragraph (a) of this
         section. Notwithstanding anything to the contrary contained herein, the
         Selling Shareholder shall have no obligation to you to consummate any
         sale as to which he gives a Take-Along Notice.

                  (d) The Selling Shareholder and you shall each pay a pro rata
                                                                       --- ----
         share, based on the number of shares of Common Stock sold, of fees,
         expenses and commissions charged by any broker or agent executing the
         sale of shares of Common Stock pursuant to a Take-Along Option
         described in paragraph (a) of this section.

                  (e) If you (i) fail to deliver good and marketable title to
         any or all of the Other Included Shares or (ii) fail to pay any fees,
         costs or expenses required to be paid pursuant to this Agreement, you
         shall hold harmless and indemnify the Selling Shareholder against all
         losses, claims, damages, liabilities and expenses (including attorneys'
         fees) arising out of or in connection with any such failure.

                  (f) The failure by you to exercise a Take-Along Option in
         connection with any par-

         ticular sale shall not affect your right to exercise a Take-Along 
         Option with respect to any subsequent sale.

                  (g) Any sale of shares of Common Stock by any Principal
         Shareholder to any Affiliate of such Principal Shareholder shall be
         null and void unless and until such Affiliate agrees in writing to be
         bound by the obligations of his transferor hereunder and the
         restrictions on transfer set forth herein with respect to the shares of
         Common Stock so to be acquired.

                  (h)  The rights and obligations applying to the Wand/IMA 
         Partnership and WPI under this Section 3 shall also apply to Thomas 
         F. Hill, David J. Callard, Bruce W. Schnitzel and Malcolm P. 
         Appelbaum."

                  3.   Section 8 of this Letter Agreement is hereby deleted in
its entirety and the following section is substituted therefor:

                 "8.   Definitions.  (a)  An "Affiliate" shall mean
                       -----------
         (i) in any case, any Person who, directly or indirectly, is in Control
         of, is Controlled by, or is under common Control with, another Person,
         and (ii) in the case of an individual, his spouse, his issue, his
         estate, and any trust entirely for the benefit of his spouse and/or
         issue.

                  (b) "Control" shall mean the possession, directly or
         indirectly, of beneficial ownership of a Person sufficient to direct or
         cause the direction of the management or policies of such Person;
         "Controlling" and "Controlled" shall have meanings correlative to the
         foregoing.

                  (c) "Person" shall mean an individual, a corporation, a trust,
         an unincorporated organization, an association or any other entity or a
         government or any department or agency thereof."

                  4. Wendall Covalt, Dennis Dobson and Joseph LeMay are hereby
deleted as parties to the Letter Agree-

ment, as amended, and are accordingly released from any and all obligations
thereunder.

                  5. Except as amended hereby, all provisions of the Letter 
Agreement, as amended by the First Amendment, shall remain in full force and 
effect.

                  6. Capitalized terms not defined herein shall, unless 
otherwise indicated, have the meanings assigned them in the
Common Share Purchase Warrant originally issued by Information
Management Associate, Inc. to the Wand/IMA Partnership on October 29, 1991.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.

                                        By: /s/ Joseph R. Lemay
                                           -------------------------------- 
                                            Joseph R. Lemay

                                        By: /s/ Gary R. Martino
                                           --------------------------------
                                           Gary R. Martino

                                        By: /s/ Andrei Poludnewycz
                                           --------------------------------
                                           Andrei Poludnewycz

                                        By: /s/ Paul J. Schmidt
                                           --------------------------------
                                           Paul J. Schmidt

                                        By: /s/ Albert R. Subbloie, Jr.
                                           --------------------------------
                                           Albert R. Subbloie, Jr.

                                        By: /s/ Wendall Covalt
                                           --------------------------------
                                           Wendall Covalt

                                       By: /s/ Dennis Dobson
                                          ---------------------------------
                                               Dennis Dobson

                                       INFORMATION MANAGEMENT
                                       ASSOCIATES, INC.

                                       By: /s/ Gary R. Martino
                                          ---------------------------------
                                           Name: GARY R. MARTINO
                                           Title: CFO

The foregoing Agreement is 
hereby accepted and agreed 
to as of the date hereof.

WAND PARTNERS INC.

By: /s/ David J. Callard
   _________________________
   Name: DAVID J. CALLARD
   Title:

WAND/IMA INVESTMENTS, L.P.
By:  WAND PARTNERS INC.
     as general partner

By: /s/ David J. Callard
   _________________________
   Name:DAVID J. CALLARD
   Title:

 

Basic Info X:

Name: Second Amendment to Letter Agreement
Type: Second Amendment to Letter Agreement
Date: March 24, 1997
Company: INFORMATION MANAGEMENT ASSOCIATES INC
State: Connecticut

Other info:

Date:

  • June 1 , 1994
  • December 21 , 1990
  • October 29 , 1991

Organization:

  • Information Management Associates , Inc.
  • Common Stock of the Company
  • Take-Along Notice or Exercise Notice
  • Third Party Purchaser
  • Information Management Associate , Inc.
  • WAND PARTNERS INC.

Location:

  • New York
  • Connecticut
  • Podludnewycz
  • Delaware
  • U.S.
  • L.P.

Person:

  • Andrei Podludnewycz
  • Wendell Covalt
  • Messrs. Martino
  • Thomas F. Hill
  • Bruce W. Schnitzel
  • Joseph LeMay
  • Joseph R. Lemay
  • Andrei Poludnewycz
  • Paul J. Schmidt
  • Albert R. Subbloie
  • Wendall Covalt
  • Dennis Dobson
  • GARY R. MARTINO
  • DAVID J. CALLARD

Percent:

  • 80 %
  • 20 %