EX-10 8 exhibit10-48.txt FLIC 30M NOTE AGREEMENT #2 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. - 1 - 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 - 2 - 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 - 3 -