EXHIBIT 10.48
FAMILY LIFE CORPORATION
AMENDMENT NO. 2
TO
9% SUBORDINATED SENIOR NOTE DATED JULY 30, 1993
This Amendment No. 2 (this "Second Amendment") dated as of March 18, 2004,
is entered into by and between Family Life Corporation (the "Company"), and
Investors Life Insurance Company of North America (the "Payee"). Capitalized
terms used but not defined herein shall have the meaning set forth in the
Subordinated Senior Note (as hereinafter defined).
RECITALS
WHEREAS, the Company and the Payee entered into that certain Subordinated
Senior Note dated July 30, 1993 in the original principal amount of $30,000,000
(the "Subordinated Senior Note");
WHEREAS, the parties amended the Subordinated Senior Note pursuant to
Amendment No. 1 dated effective as of June 12, 1996;
WHEREAS, the Payee is an indirect wholly-owned subsidiary of Financial
Industries Corporation ("FIC"), and the Company is a direct wholly-owned
subsidiary of FIC; and
WHEREAS, the Company and the Payee desire to further amend the Subordinated
Senior Note (i) to better reflect the terms available for borrowing money in the
financial markets and (ii) to reward the Company for its historical performance
in the timely payment of its obligations under the Subordinated Senior Note.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
A. The Subordinated Senior Note is hereby further amended as follows:
1. The interest rate is hereby reduced to five percent (5%) for the
remainder of the term.
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2. The Payment Schedule contained in Amendment No. 1 to the
Subordinated Senior Note is hereby revised in its entirety to
read as set forth on Exhibit A attached hereto.
B. Except as expressly amended by Amendment No. 1 and this Second
Amendment, the Subordinated Senior Note shall remain in full force and
effect. None of the rights, interests and obligations existing and to
exist under the Subordinated Senior Note are hereby released,
diminished or impaired, and the parties hereby reaffirm all covenants,
representations and warranties in the Subordinated Senior Note.
C. For the convenience of the parties, this Second Amendment may be
executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Signatures Follow on Next Page
IN WITNESS WHEREOF, the parties have executed this Second Amendment on this
10th day of June, 2004.
COMPANY: PAYEE:
FAMILY LIFE CORPORATION INVESTORS LIFE INSURANCE COMPANY
OF NORTH AMERICA
By: /s/ J. Bruce Boisture By: /s/ Theodore A. Fleron
___________________________ ___________________________
Name: J. Bruce Boisture Name: Theodore A. Fleron
Title: Chairman and CEO Title: V.P. & Secretary
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Exhibit A
Revised Payment Schedule
Unpaid Principal
Date of Payment Principal Amount Paid Balance Outstanding
- ----------------------- ----------------------- ----------------------
6/12/1996 $30,000,000
12/12/1996 $ 163,540 $29,836,460
3/12/1997 $ 163,540 $29,672,920
6/12/1997 $ 163,540 $29,509,380
9/12/1997 $ 163,540 $29,345,840
12/12/1997 $ 163,540 $29,182,300
3/12/1998 $ 163,540 $29,018,760
6/12/1998 $ 163,540 $28,855,220
9/12/1998 $ 163,540 $28,691,680
12/12/1998 $ 163,540 $28,528,140
3/12/1999 $ 163,540 $28,364,600
6/12/1999 $ 163,540 $28,201,060
9/12/1999 $ 163,540 $28,037,520
12/12/1999 $ 163,540 $27,873,980
3/12/2000 $ 163,540 $27,710,440
6/12/2000 $ 163,540 $27,546,900
9/12/2000 $ 163,540 $27,383,360
12/12/2000 $ 163,540 $27,219,820
3/12/2001 $ 163,540 $27,056,280
6/12/2001 $ 163,540 $26,892,740
9/12/2001 $ 163,540 $26,729,200
12/12/2001 $1,336,458 $25,392,742
3/12/2002 $1,336,458 $24,056,284
6/12/2002 $1,336,458 $22,719,826
9/12/2002 $1,336,458 $21,383,368
12/12/2002 $1,336,458 $20,046,910
3/12/2003 $1,336,458 $18,710,452
6/12/2003 $1,336,458 $17,373,994
9/12/2003 $1,336,458 $16,037,536
12/12/2003 $1,336,458 $14,701,078
3/12/2004 $1,336,458 $13,364,620
6/12/2004 $ 0 $13,364,620
9/12/2004 $ 0 $13,364,620
12/12/2004 $ 0 $13,364,620
3/12/2005 $ 0 $13,364,620
6/12/2005 $ 0 $13,364,620
9/12/2005 $ 0 $13,364,620
12/12/2005 $ 0 $13,364,620
3/12/2006 $1,336,458 $12,028,162
6/12/2006 $1,336,458 $10,691,704
9/12/2006 $1,336,458 $ 9,355,246
12/12/2006 $1,336,458 $ 8,018,788
3/12/2007 $1,336,458 $ 6,682,330
6/12/2007 $1,336,458 $ 5,345,872
9/12/2007 $1,336,458 $ 4,009,414
12/12/2007 $1,336,458 $ 2,672,956
3/12/2008 $1,336,458 $ 1,336,498
6/12/2008 $1,336,498 $ 0
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