EXHIBIT 10c2
EXTENSION TO LOAN AGREEMENT
This Extension to Loan Agreement dated as of the 1st day of August,
1998 between Continental Casualty Company, an Illinois insurance company
("Company") and Xxx and Xxxxx, Inc., a Florida corporation ("Agency").
WHEREAS, Company and Agency entered into a Loan Agreement dated
August 23, 1991 as amended by First Amendment to Loan Agreement dated
April 12, 1993 ("Loan Agreement"), and in conjunction therewith the
Agency executed a Promissory Installment Note dated August 23, 1991
("Note") and Collateral Assignment of Commissions and Security
Agreement of even date therewith as amended by First Amendment to
Collateral Assignment of Commissions and Security Agreement dated
April 28, 1993 ("Security Agreement"); and,
WHEREAS, pursuant to the merger agreement dated December 29, 1992
("Merger Agreement"), Azure Acquisition Corporation, a newly formed
Florida corporation which is wholly-owned by the Agency ("Newco") and
Xxxxx & Xxxxx, Inc., a Florida corporation have merged, the surviving
corporation being Xxxxx & Xxxxx, Inc., now a wholly-owned subsidiary
of the Agency; and,
WHEREAS, pursuant to the Merger Agreement, the Agency's Articles
of Incorporation have been amended to change the Agency's name from
"Xxx & Associates, Inc." to "Xxx and Xxxxx, Inc."; and,
WHEREAS, the Company and the Agency, entered into Second Amendment
to Loan Agreement dated July 1, 1993 to provide for the aforesaid
change of name, and to amend the name Xxx & Associates, Inc. to
Xxx and Xxxxx, Inc.
WHEREAS, as of August 1, 1998 the principal balance of the loan
is $4,000,000. In accordance with the terms of the Loan Agreement
and Note, the Agency is obligated to reduce the principal amount of
the loan by $1,000,000 on August 1, 1998 and on each August 1st
thereafter until August 1, 2001, when the entire outstanding balance
is due in full.
WHEREAS, the Company and the Agency desire to extend the term of
the loan to August 1, 2003 and defer the payments of the principal
amount of the note and loan due on August 1, 1998 and August 1, 1999.
NOW, THEREFORE, for and in consideration of the mutual covenants
and conditions contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Company and Agency agree as follows:
1. Effective as of August 1, 1998, the date "August 1, 2001" in
the second paragraph of Section 3 of the Loan Agreement shall be
amended to "August 1, 2003."
2. Effective as of August 1, 1998, the following shall be
inserted after the second sentence in Section 2.B of the Loan Agreement:
"On August 1, 1998 and August 1, 1999 the funds available
for disbursement (and the principal amount of the Note and the Loan)
will not be reduced on the anniversary date of this Agreement.
Commencing on August 1, 2000 and each subsequent year, the amount of funds
available for disbursement (and the principal amount of the Note and Loan)
shall be reduced by $1,000,000 on the anniversary date of this Agreement
irrespective of any amount repaid by the Borrower hereunder.
This Extension to Loan Agreement is only a supplement to the
Loan Agreement and is not a novation thereof. Except as expressly
provided in this Extension to Loan Agreement, all terms and conditions
of the Loan Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Extension to Loan Agreement has been
duly executed by the Company and Agency as of the date first appearing
in this Amendment.
ATTEST: CONTINENTAL CASUALTY COMPANY
_______________________ By: /s/ XXXXXX XXXXXX
Assistant Secretary ______________________________
Title:___________________________
XXX & XXXXX INC.
By: /s/ XXXXXXX XXXXXX
_______________________________
Title: Chief Financial Officer
_____________________________
