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EXHIBIT 10.1
FOURTH AMENDMENT OF REVOLVING LINE OF CREDIT PROMISSORY NOTE
THIS FOURTH AMENDMENT OF REVOLVING LINE OF CREDIT PROMISSORY NOTE
(this "Agreement") is made and entered effective as of the 31st day of
December, 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 , that certain Second Amendment of Revolving Line of Credit Promissory
Note dated March 31, 1999, and that certain Third Amendment of Revolving Line
of Credit Promissory Note dated July 30, 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 and Lender have agreed to
further modify and amend the Note to (i) reflect the current outstanding
principal balance of the Note; (ii) revise the amortization schedule and extend
the maturity date of the Note; (iii) provide for quarterly installments of
principal and accrued interest based upon certain reinsurance settlements due
from Western Reserve Life Assurance Co. of Ohio ("WRL") to WMA Life Insurance
Company Limited ("WMALICL"); and (iv) provide that any net funds raised by
Borrower in connection with the public or private sale of its capital stock be
applied against the outstanding principal balance of the 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/ TIMING AND 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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"Said principal and interest shall be paid in the following
manner, to wit:
(a) Installments of accrued interest on the outstanding principal
balance hereof and at the foregoing rate, shall be due and
payable quarterly, in arrears, commencing on the fifteenth
(15th) day of February, 2000, and continuing on the fifteenth
(15th) day of each calendar quarter thereafter, until the
outstanding principal balance hereof, together with all
accrued but unpaid interest due thereon, has been paid in
full.
(b) Installments of principal as determined in accordance with
the terms hereof shall be due and payable quarterly,
commencing on the fifteenth (15th) day of February, 2000, and
continuing on the fifteenth (15th) day of each calendar
quarter, until the entire outstanding and unpaid principal
balance hereof has been paid in full.
(c) During the term hereof, each of said quarterly principal and
accrued interest payments shall be an amount equal to the
greater of (A) an amount which is equal to the lesser of (i)
Five Hundred Thousand and No/100 ($500,000.00) Dollars,or
(ii) ninety (90%) percent of the Western Reserve Life
Assurance Co. of Ohio ("WRL") Financial Freedom Builder
("FFB") Coinsurance and Modified Coinsurance ("Co/ModCo")
reinsurance settlements (as determined in accordance the
Automated Flexible Premium Variable Life Reinsurance
Agreement No. 2 by and between WRL and WMA Life Insurance
Company Limited and having an effective date of April 1, 1998
(the "Reinsurance Agreement")) with respect to the issuance
of life insurance issued and reinsured under the terms of the
Reinsurance Agreement for calendar year 1998, due WMA Life
Insurance Company Limited ("WMALICL") from WRL for the
immediately preceding calendar quarter; or (B) an amount --
which is equal to seventy-five (75%) percent of the WRL FFB
Co/ModCo reinsurance settlements (as determined in accordance
with the Reinsurance Agreement) with respect to the issuance
of life insurance issued and reinsured under the terms of the
Reinsurance Agreement for calendar year 1998, due WMALICL
from WRL for the immediately preceding calendar quarter. For
example, if the total amount of the FFB Co/ModCo reinsurance
settlements due to WMALICL from WRL for the calendar quarter
ending December 31, 1999 is One Million and No/100
($1,000,000.00) Dollars, then the quarterly principal
installment due for February 15, 2000 would be $750,000.00
(the same being 75%of FFB Co/ModCo reinsurance settlements as
set forth in (B) above, said amount being greater than
$500,000 which amount is the lesser of the two amounts set
forth in (A) above ($500,000 or 90% of $1,000,000 of FFB
Co/ModCo reinsurance settlements due to WMALILC =
$900,000.00).
(d) Maker agrees that any and all net sale proceeds received by
Maker from any public or private sale of any capital stock of
the Maker, including any stock options or stock warrants
related thereto, remaining after the payment of all ordinary
and necessary costs and expenses incurred in connection
therewith, including but not limited to
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underwriter's fees and commissions and broker's fees and
expenses, shall be applied in full against the next quarterly
installment(s) of principal due hereunder."
ARTICLE C - OUTSTANDING BALANCE
C-1. Borrower and Lender acknowledge and agree that, as of the
effective date hereof, the aggregate outstanding principal balance due on the
Note is $5,303,561.64 and the accrued but unpaid interest due on the Note is
$507,570.28.
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 Fourth 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,
limit, amplify or describe the scope or intent of any provision hereof.
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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/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
(CORPORATE SEAL)
LENDER:
MONEY SERVICES, INC., A DELAWARE
CORPORATION
By: /s/ Xxxxxxx XxXxxxx
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Name: Xxxxxxx XxXxxxx
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Title: President
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(CORPORATE SEAL)
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