FOURTH AMENDMENT TO LOAN AGREEMENT
AND AMENDMENT TO PROMISSORY NOTES
This Fourth Amendment to Loan Agreement and Amendment to Notes (the
"Amendment") is dated and effective as of September 1, 2001, by, between and
among BANK ONE, KENTUCKY, NA, a national banking association and its successors
and assigns, whose address is 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000 (referred to herein as "Bank"), COMMONWEALTH PREMIUM FINANCE CORPORATION,
a Kentucky corporation, whose address is 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx 00000 ("Commonwealth"), UNIFIED FINANCIAL SERVICES, INC., a
Delaware corporation, whose address is 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx 00000 ("Unified")(Commonwealth and Unified are herein
sometimes collectively referred to as "Borrowers"), EQUITY INSURANCE MANAGERS,
INC., 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 ("EIM"),
EQUITY INSURANCE ADMINISTRATORS, INC., 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx 00000 ("EIA"), and 21ST CENTURY CLAIMS SERVICE, INC., 000
Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 ("21st Century").
RECITALS
1. Borrowers, EIM, EIA, 21st Century and Bank are parties to that
certain Loan Agreement dated as of December 28, 1999, as amended by that First
Amendment to Loan Agreement dated as of June 28, 2000, that Second Amendment to
Loan Agreement dated as of December 11, 2000 and that Third Amendment dated as
of February 27, 2001 (as amended, the "Loan Agreement"), under which
Commonwealth and Unified are obligated to Bank for payment of the Notes, as
defined therein, which includes the Unified Renewal Note, and all of which Notes
are guaranteed pursuant to the Guaranties made and executed by Commonwealth,
Unified, EIM, EIA and 21st Century; and
2. Borrowers are in default under the covenant contained in section
5.05 of the Loan Agreement requiring Unified to have earned a profit for each of
its fiscal years to date, measured quarterly, which it did not for the most
recent quarter ended, and Bank is willing to waive such event of default for the
most recent fiscal year to date and to eliminate the covenant, provided that
Borrowers and the other parties to the Loan Agreement other than Bank agree to
the terms of this Amendment, which include a change in the maturity date of the
Unified Renewal Note from its current maturity date to the earlier date of
December 31, 2001;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants and agreements contained herein and in the Loan Agreement, and
intending to be legally bound hereby, covenant and agree as follows:
1. WAIVER OF COVENANT DEFAULT. Bank hereby waives Borrowers' failure to comply
with the covenant contained in section 5.05 of the Loan Agreement for its fiscal
year to date as of the end of its most recent fiscal quarter, and the covenant
in section 5.05 is hereby deleted effective as of this date.
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2. CHANGE IN MATURITY DATES OF UNIFIED RENEWAL NOTE. Notwithstanding anything
contained in the Unified Renewal Note or the other Loan Documents to the
contrary, the maturity date of the Unified Renewal Note is hereby changed to
December 31, 2001, and the Unified Renewal Note and all of the other Loan
Documents are hereby amended accordingly.
3. REPRESENTATIONS AND WARRANTIES. Borrowers, EIM, EIA and 21st Century jointly
and severally reiterate as of this date all representations and warranties
contained in the Loan Agreement (each of which shall be deemed to be continuing
warranties and representations until such time as all indebtedness evidenced by
the Loan Agreement, as hereby amended, shall have been paid in full and neither
of Borrowers nor EIM, EIA and 21st Century have any further liability to Bank).
4. COVENANTS. Borrowers, EIM, EIA and 21st Century agree that all covenants
contained in the Loan Agreement, as hereby amended, are and hereafter shall be
binding upon Borrowers, EIM, EIA and 21st Century until payment in full of all
obligations to Bank under the Loan Documents, unless otherwise consented to in
writing by Bank.
5. NO DEFENSES OR SETOFFS. There are no defenses, credits, or setoffs to the
payment of the indebtedness evidenced by the Notes or the enforceability of the
Notes or the Loan Agreement or any of the Loan Documents against Borrowers, EIM,
EIA and 21st Century, nor are there any claims, actions or causes of action
which could be asserted against the Bank relating to the transactions evidenced
by the Notes, the Loan Agreement, this Amendment or the transactions relating
thereto. The obligations described herein and in the Notes are absolute and
non-contingent.
6. LIMITED EFFECT OF AMENDMENT. Except as specifically amended herein, the terms
and conditions of the Notes, the Loan Agreement and all other existing
agreements between the parties are unaffected by this Amendment, are valid and
enforceable in accordance with their terms and shall continue to remain in full
force and effect.
7. GOVERNING LAW. This Amendment shall be governed by and construed and
enforced in accordance with the substantive law of the Commonwealth
of Kentucky.
8. ENTIRE AGREEMENT; MODIFICATIONS. This Amendment and the other Loan Documents
contain the entire agreement and understanding of the parties herein. The terms
of this Amendment may not be changed, modified, waived, discharged or terminated
orally, but only by an instrument or instruments in writing, signed by the party
against whom the enforcement of the change, modification, waiver, discharge or
termination is asserted.
9. COUNTERPART EXECUTION. This Amendment may be signed by each party upon a
separate copy, and in such case one counterpart of this Amendment shall consist
of enough of such copies to reflect the signature of each party. This Amendment
may be executed in two or more counterparts, each of which shall be deemed an
original.
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BANK ONE, KENTUCKY, NA
BY: /s/ Xxxx Xxxxxx
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TITLE: First Vice President
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UNIFIED FINANCIAL SERVICES, INC.
BY: /s/ Xxxx X. Xxxx
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TITLE: President
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COMMONWEALTH PREMIUM FINANCE CORPORATION
BY: /s/ Xxxx X. Xxxxx
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TITLE: Vice President
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EQUITY INSURANCE MANAGERS, INC.
BY: /s/ Xxxx X. Xxxxx
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TITLE: President
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EQUITY INSURANCE ADMINISTRATORS, INC.
BY: /s/ Xxxx X. Xxxxx
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TITLE: President
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21ST CENTURY CLAIMS SERVICE, INC.
BY: /s/ Xxxx X. Xxxxx
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TITLE: Vice President
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