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EXHIBIT 10.2
THIRD AMENDMENT OF REVOLVING LINE OF CREDIT PROMISSORY NOTE
THIS THIRD AMENDMENT OF REVOLVING LINE OF CREDIT PROMISSORY NOTE (this
"Agreement") is made and entered effective as of the 30th day of July, 1999, by
and between THE WMA CORPORATION, a Delaware corporation (hereinafter referred to
as "Borrower") and MONEY SERVICES, INC., a Delaware corporation (hereinafter
referred to as "Lender").
ARTICLE A - BACKGROUND AND CONSIDERATION
A-1. BACKGROUND. On September 30, 1998, Borrower incurred certain
indebtedness (the "Loan") owing to Lender, and to evidence the Loan executed and
delivered to Lender that certain Revolving Line of Credit Promissory Note dated
September 30, 1998, in the face principal amount of $10,000,000.00 (the "Note").
The Note was further evidenced by that certain Revolving Line of Credit Loan
Agreement by and between Borrower and Lender dated September 30, 1998, as
thereafter amended by a certain First Amendment of Revolving Line of Credit
Agreement and Revolving Line of Credit Promissory Note dated January 29, 1999
and a certain Second Amendment of Revolving Line of Credit Promissory Note dated
March 31, 1999 (collectively the "Loan Agreement"). The Note and Loan Agreement,
together with any and all other documents, if any, to or of which Lender is a
party or beneficiary evidencing, securing or otherwise relating to the Loan, are
hereinafter referred to collectively as the "Loan Documents". Borrower is in the
process of raising additional capital in the form of equity private placements
of shares of Series A Convertible Preferred Stock and shares of Common Stock
("Equity Private Placements"), a portion of the proceeds of which will be
applied toward repayment of the Note. Borrower also intends to sell a new
$5,000,000 five year term note ("Term Note"), as more particularly described in
Section C-1 hereof, to Lender or an affiliate of Lender, the proceeds of which
Borrower will also apply towards repayment of the Note. Borrower and Lender have
agreed to (i) extend the maturity date of the Note; and (ii) provide for the
repayment of a portion of same from the closing of the sale of the Term Note.
A-2. CONSIDERATION. For and in consideration of the sum of $10.00 and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower and Lender do hereby agree as set forth herein
below.
ARTICLE B - AGREEMENT
B-1. AMENDMENT OF CERTAIN NOTE PROVISIONS. Borrower and Lender do
hereby amend the Note as follows:
B-2. EXTENSION OF MATURITY DATE/SOURCE OF REPAYMENT. The second full
paragraph of the Note is hereby deleted in its entirety and the following new
paragraph is substituted in lieu thereof:
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"The entire outstanding principal balance hereof, together with all
accrued but unpaid interest thereon, less $5,000,000 (the amount of the Term
Note as hereinafter defined), shall be due and payable in full upon the earlier
of (i) December 31, 1999 or (ii) the closing of the Equity Private Placements
(as hereinafter defined). For purposes of this Note, the term "Equity Private
Placements" means the sale by Borrower, pursuant to private placement
exemptions, of shares of Borrower's Series A Convertible Preferred Stock and/or
shares of Borrower's Common Stock. The sum of $5,000,000 shall be due and
payable by Borrower immediately upon the closing of the sale of the Term Note to
Lender or an affiliate of Lender. For purposes of this Note, the term "Term
Note" shall have the meaning set forth in Section C-1 of that certain Third
Amendment of Revolving Line of Credit Promissory Note dated July 30, 1999 by any
between Borrower and Lender".
ARTICLE C - ISSUANCE OF NEW TERM NOTE
C-1. Borrower hereby agrees to issue to Lender, or an affiliate of
Lender, a new $5,000,000 five year term note ("Term Note") which shall contain
the terms and conditions set forth in Exhibit A attached hereto, and, upon
closing of the sale of such Term Note, to immediately apply the proceeds
therefrom to reduce the then outstanding balance of the Note.
ARTICLE D - GENERAL CONDITIONS
D-1. NO WAIVER OR IMPLICATION. Borrower hereby agrees that nothing
herein shall constitute a waiver by Lender of any default, whether known or
unknown, which may exist under the Note or any other Loan Document. Borrower
hereby further agrees that no action, inaction or agreement by Lender,
including, without limitation, any indulgence, waiver, consent or agreement of
modification which may have occurred or been granted or entered into with
respect to non-payment of the Loan or any portion thereof, or with respect to
matters involving security for the Loan, shall require or imply any future
indulgence, waiver, consent or agreement by Lender. Borrower hereby acknowledges
and agrees that Lender has made no agreement, and is in no way obligated, to
grant any future indulgence, waiver or consent or to enter into any further
agreement of modification with respect to the Loan or any matter relating to the
Loan.
D-2. SUCCESSORS AND ASSIGNS. This Third Amendment of Revolving Line of
Credit Promissory Note shall be binding upon and shall insure to the benefit of
the parties hereto, their respective heirs, successors, successors-in-title and
assigns.
D-3. MISCELLANEOUS. All personal pronouns used herein whether used in
the masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural, and vice versa. Titles of articles and
sections as set forth herein are for convenience only and in no way define,
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limit, amplify or describe the scope or intent of any provision hereof.
IN WITNESS WHEREOF, Borrower and Lender have hereunto set their hands
and affixed their seals as of the day and year first above written.
BORROWER:
THE WMA CORPORATION
A DELAWARE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
(CORPORATE SEAL)
LENDER:
MONEY SERVICES, INC., A DELAWARE
CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Title: President
(CORPORATE SEAL)
THIRD AMENDMENT OF REVOLVING
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