Usa Finance Inc Sample Contracts

Usa Finance Inc – CONFIDENTIAL SEPARATION AGREEMENT, (January 22nd, 1997)

CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASE OF CLAIMS This Confidential Separation Agreement, Waiver and Release of Claims ("Agreement") is entered into on this 5th day of December, 1996, by and between STEVEN MARGOLIS, residing at 5730 N.W. 38th Avenue, Boca Raton, Florida 33496 (hereinafter "Margolis") and USA Finance, Inc., formerly known as "LMI Acquisition Corp.," a Delaware corporation, with its principal place of business located at 1111 Park Centre Boulevard, Suite 300, Miami, Florida 33169, and its subsidiaries, National-Wide Premium Finance Corp., Gold Coast Finance, Inc. and Contract Funding Corp. (hereinafter collectively referred to as "Company"). WHEREAS, Margolis entered into an employment agreement to be Chief Operating Officer of Company, and WHEREAS, certain disputes have arisen between Margolis and the Company, and WHEREAS, by mutual agreement of the parties hereto,

Usa Finance Inc – CONFIDENTIAL SEPARATION AGREEMENT, (January 22nd, 1997)

CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASE OF CLAIMS This Confidential Separation Agreement, Waiver and Release of Claims ("Agreement") is entered into on this 16th day of July, 1996, by and between JEANETTE RAIJMAN WASERSTEIN, residing at 6325 Allison Road, Miami Beach, Florida 33141 (hereinafter "Waserstein") and USA Finance, Inc. formerly known as LMI Acquisition Corp., a Delaware corporation, with its principal place of business located at USA Finance, Inc., 1111 Park Centre Boulevard, Suite 300, Miami, Florida 33169 and its subsidiaries, National-Wide Premium Finance Corp. and Gold Coast Finance, Inc.(hereinafter collectively referred to as "Company"). WHEREAS, Waserstein was formerly the owner of National-Wide Premium Finance Company (a Florida corporation) who sold its stock to the Company effective as of a closing that occurred on March 28, l996 (the "Closing") and WHEREAS, in conjuncti

Usa Finance Inc – WARRANT TO PURCHASE (January 22nd, 1997)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE PLEDGED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR AN EXEMPTION THEREFROM. WARRANT TO PURCHASE COMMON STOCK OF LMI ACQUISITION CORP. Void after 5:00 p.m. Eastern Standard Time on ______________ 1999. This is to verify that, FOR VALUE RECEIVED, (hereinafter referred to as the "Holder"), with a principal address as indicated on the books and records of LMI Acquisition Corp. (the "Company") is entitled to purchase, subject to the terms and conditions hereof, from the Company __________ shares of Common Stock (the "Common Stock") during the p

Usa Finance Inc – 10% SUBORDINATED CONVERTIBLE DEBENTURE (January 22nd, 1997)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR THE RULES AND REGULATIONS THEREUNDER. USA FINANCE, INC. 10% SUBORDINATED CONVERTIBLE DEBENTURE $__________ DATED: ________________ FOR VALUE RECEIVED, the undersigned, USA FINANCE, INC., a Delaware corporation ("Borrower" or the "Company"), hereby promises to pay to the order of ___________________________________ (the "Lender") the principal sum of $__________ as described in a Securities Purchase A

Usa Finance Inc – WARRANT TO PURCHASE (January 22nd, 1997)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR THE RULES AND REGULATIONS THEREUNDER. WARRANT TO PURCHASE COMMON STOCK OF USA FINANCE, INC. Void after 5:00 p.m. Eastern Standard Time on October 30, 2001. This is to verify that, FOR VALUE RECEIVED, _____________, (hereinafter referred to as the "Holder"), with a principal address at __________________ _________________________ is entitled to purchase, subject to the ter

Usa Finance Inc – EMPLOYMENT AGREEMENT (January 22nd, 1997)

EMPLOYMENT AGREEMENT This agreement (hereinafter the "Agreement") entered into as of the 1st day of May, 1996, by and between USA FINANCE, INC., a Delaware corporation (the "Company"), and STEPHEN E. MICHAELSON, a resident of Florida ("Michaelson"). W I T N E S S E T H: WHEREAS, the Company and Michaelson desire to enter into this Agreement to establish the terms under which Michaelson will be employed by the Company. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE 1 EMPLOYMENT AND DUTIES 1.1 The Company agrees to and does hereby employ Michaelson as the Chief Executive Officer of the Company and further agrees to appoint Michaelson to the Board of Directors of the Company, and Michaelson

Usa Finance Inc – Demand Promissory Note (January 22nd, 1997)

$500,000 September 19, 1996 Demand Promissory Note FOR VALUE RECEIVED, the undersigned ("Maker") promises to pay to SunAmerica Financial Resources, Inc., a Delaware corporation ("Lender"), or order, the lesser of (i) Five Hundred Thousand Dollars ($500,000) (the "Maximum Amount") and (ii) the aggregate unpaid principal amount of all loans or advances made by Lender to Maker from time to time. Subject to the terms hereof, Maker may borrow (in an aggregate outstanding principal amount not exceeding the Maximum Amount), repay and reborrow under this Note from time to time such amounts as Maker requests and Lender agrees to, and Maker shall be obligated hereunder to immediately pay to Lender on demand the aggregate amount outstanding on the date of any such demand together with all accrued and unpaid interest. Maker also promises to pay interest on the unpaid principal amount of this Note at

Usa Finance Inc – COMMON STOCK PURCHASE WARRANT (January 22nd, 1997)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF UNTIL OCTOBER 21, 1996. THEREAFTER THEY MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM BASED ON AN OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. USA FINANCE, INC. COMMON STOCK PURCHASE WARRANT Wayne, Pennsylvania

Usa Finance Inc – 10% SUBORDINATED CONVERTIBLE DEBENTURE (January 22nd, 1997)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE PLEDGED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR AN EXEMPTION THEREFROM. 10% SUBORDINATED CONVERTIBLE DEBENTURE $_______ DATED: ________________ FOR VALUE RECEIVED, the undersigned, LMI ACQUISITION CORP., a Delaware corporation ("Borrower" or the "Company"), hereby promises to pay to the order of ___________________________________ (the "Lender") the principal sum of $50,000 as described in a Securities Purchase Agreement dated __________, 1996 (the "Agreement"), made by the Lender to the Borrower, together with interest (computed on the basis of a 360-day yea

Usa Finance Inc – EMPLOYMENT AGREEMENT (January 22nd, 1997)

EMPLOYMENT AGREEMENT AGREEMENT made as of the 28th day of March, 1996, by and between Mark Margolis (hereinafter referred to as the "EXECUTIVE" and LMI Acquisition Corporation, a Delaware corporation, which principle executive offices located at 401 City Avenue, Suite #725, Bala Cynwyd, Pennsylvania 19004-1122. W I T N E S S E T H: WHEREAS, the Company is engaged inter alia in the business of financing insurance premiums; and WHEREAS, the Company desires to retain and employ the Executive for the purpose of securing to the Company the experience, ability and services of the Executive; and WHEREAS, the Executive desires to be employed by the Company. NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows: ARTICLE I EMPLOYMENT The Company hereby employs the Executiv

Usa Finance Inc – STOCKHOLDERS' AGREEMENT (January 22nd, 1997)

USA FINANCE, INC. AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT THIS AGREEMENT amends and restates the Stockholders' Agreement dated March 26, 1996 and is entered into as of December 5, 1996, by and among USA Finance, Inc., formerly known as "LMI Acquisition Corp." ("USA Finance") and those stockholders of USA Finance identified on Schedule 1 and Schedule 2 attached hereto and made part hereof (in the aggregate, the "Stockholders"). WHEREAS, the Stockholders identified in Schedule 1 and Schedule 2, either directly or beneficially collectively, own a majority of the outstanding shares of common stock of USA Finance (the "Shares") and, for their mutual protection, desire to assure continuity in the management of the Corporation, NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, the Stockholders hereby agree as follows

Usa Finance Inc – WARRANT TO PURCHASE (January 22nd, 1997)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR THE RULES AND REGULATIONS THEREUNDER. WARRANT TO PURCHASE COMMON STOCK OF USA FINANCE, INC. Void after 5:00 p.m. Eastern Standard Time on October 30, 2001. This is to verify that, FOR VALUE RECEIVED, _______________, (hereinafter referred to as the "Holder"), with a principal address at ___________________ _________________________ is entitled to purchase, subject to the

Usa Finance Inc – WARRANT TO PURCHASE (January 22nd, 1997)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED OF. WARRANT TO PURCHASE COMMON STOCK OF USA FINANCE, INC. Void after 5:00 p.m. Eastern Standard Time on July 2, 1997. This is to verify that FOR VALUE RECEIVED, First Western Bank, a Florida Banking Corporation with its principal place of business at 5854 S. Flamingo Road Cooper City, Florida 33330 (hereinafter referred to as the "Holder"), is entitled to purchase, subject to the terms and conditions hereof, from USA Finance, Inc., a Delaware Corporation (the "Company"), 15,000 shares of Common Stock, $.001 par value pe

Usa Finance Inc – INVESTMENT BANKING ADVISOR AGREEMENT (January 22nd, 1997)

INVESTMENT BANKING ADVISOR AGREEMENT Agreement dated as of March 28, 1996 by and between LMI ACQUISITION CORP., a Delaware corporation (the "Company") and AMERICAN MAPLE LEAF FINANCIAL CORPORATION ("AMLF"). BACKGROUND The Company is a privately held company whose primary business is the origination and servicing of insurance premium finance contracts. The Company seeks to become a publicly held reporting company with the Securities and Exchange Commission at some time within the intermediate term. AMLF is a financial services firm in the business of advising its clients relative to public finance issues, going public transactions, and providing its private and publicly-traded corporate clients with investor/broker relations and investment banking advice. The Company desires to engage AMLF to perform financial consulting and investment banking services and AMLF desires to perform such services pursuant to the term

Usa Finance Inc – WARRANT TO PURCHASE (January 22nd, 1997)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE PLEDGED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR AN EXEMPTION THEREFROM. WARRANT TO PURCHASE COMMON STOCK OF LMI ACQUISITION CORP. Void after 5:00 p.m. Eastern Standard Time on March 28, 1999. This is to verify that, FOR VALUE RECEIVED,__________________________ ________________________________________________ (hereinafter referred to as the "Holder"), with a principal address as indicated on the books and records of LMI Acquisition Corp. (the "Company") is entitled to purchase, subject to the terms and conditions hereof, from the

Usa Finance Inc – Contract Funding Corp. (January 22nd, 1997)

EXECUTION COPY ================================================================================ Contract Funding Corp. Seller Gold Coast Finance, Inc. Collection Agent and SunAmerica Financial Resources, Inc. Facility Agent and Purchaser RECEIVABLES PURCHASE AND SALE AGREEMENT Dated as of September 18, 1996 ================================================================================ S-3 TABLE OF CONTENTS ARTICLE I DEFINITIONS.......................................................1 Section 1.1 Certain Defined Terms.....................................1

Usa Finance Inc – WARRANT TO PURCHASE (January 22nd, 1997)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR THE RULES AND REGULATIONS THEREUNDER. WARRANT TO PURCHASE COMMON STOCK OF USA FINANCE, INC. Void after 5:00 p.m. Eastern Standard Time on _________________ 1999. This is to verify that, FOR VALUE RECEIVED, ______________________________ (hereinafter referred to as the "Holder"), with a principal address as indicated on the books and records of USA FINANCE, INC. (the "Company") is e