Exhibit 10.26
3 rd AMENDMENT TO
COMMERCIAL LOAN AGREEMENT
THIS 3
rd
AMENDMENT dated as of February 19, 2008 is made to and a part
of the Commercial Loan Agreement and Addendum thereto (me
“CLA Addendum”) dated March 30, 2006 (collectively
the “Loan Agreement”) by and between BROOKE CREDIT
CORPORATION (“LENDER”) and SUNCOAST HOLDINGS,
INC., a Delaware corporation (“SH”), BRANDYWINE
INSURANCE HOLDINGS, INC., a Delaware corporation
(“BIH”) , and PATRIOT RISK SERVICES, INC.
, a Delaware corporation (“ PRS ”), the
Amendment to Commercial Loan Agreement dated as of
September 27, 2007 (“1 st
Amendment”) by and between Lender, SH, BIH, PRS, SUNCOAST
CAPITAL, INC. (“SCI”), PATRIOT RISK MANAGEMENT, INC.
(“PRM”), and PATRIOT RISK MANAGEMENT OF FLORIDA,
INC. (“ PRMF ”) (SH, BIH, PRS, SCI, PRM and
PRMF collectively referred to hereinafter as
“Borrower”), and the 2 nd Amendment to
Commercial Loan Agreement dated as of November 16, 2007 (2
nd
Amendment) by and between Lender and Borrower.
WHEREAS,
SH, BIH and PRS have collectively executed the Loan Agreement and
related “Loan Documents” (as defined in the Loan
Agreement) dated March 30, 2006, including, but not limited
to, a Commercial Promissory Note (the “Original Note”),
Guaranty of Steven M. Mariano (the “Guaranty”),
Commercial Security Agreement (the “First Security
Agreement”), Stock Pledge Agreement (the “Pledge
Agreement”), and Irrevocable Proxy together with a Consent
dated August 2, 2007;
WHEREAS,
Borrower has executed the l st Amendment, the
2 nd
Amendment and related subsequent Loan Documents including, but not
limited to, a Commercial Security Agreement (the “Second
Security Agreement” together with all other loan related
documents the “Loan Documents”);
WHEREAS,
Borrower and Lender have agreed to amend the Loan Documents to add
language specific to Florida insurance law; and
WHEREAS,
Borrower is contemplating raising new capital by means of a public
offering of common stock (the “ Proposed
Offering ”) and in connection with the Proposed
Offering desires to change SH’s name to Patriot Risk
Management, Inc., change BIH’s name to Guarantee Insurance
Group, Inc. and change the name of Patriot Risk Management, Inc.
“ PRM ” ) to PRS Holdings, Inc
(the “ Name Changes ”).
FOR GOOD
AND VALUABLE CONSIDERATION the sufficiency and receipt of which are
acknowledged, it is agreed as follows:
The
Agreement and Loan Documents are amended as follows:
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The Loan Agreement is hereby amended by amending and restating
the following paragraph in its entirety within the Agreement as
follows: |
©
Brooke Credit Corporation the (Illegible) Capital Corp. all
rights reserved
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7. COLLATERAL.
As used in this Agreement, the terms “
Collateral ” means all of Borrower’s
respective right, title and interest in, to and under all property
and assets granted as collateral security for the Loan, whether
real, intangible or tangible personal property, whether granted
directly or indirectly, whether granted now or in the future, and
whether granted in the form of a security interest, mortgage,
collateral mortgage, deed of trust, assignment, pledge, crop
pledge, chattel mortgage, collateral chattel mortgage, chattel
trust, factor’s lien, equipment trust, conditional sale,
trust receipt, lien, charge, lien or title retention contract,
lease or consignment intended as a security device, or any other
security or lien interest whatsoever, whether created by law,
contract, or otherwise. Collateral shall also include, but not be
limited to all of Borrower’s respective right, title and
interest in, to and under the following, whether now owned or at
any time hereafter acquired:
(a) All of
Borrower’s personal property (except the property of
Guarantee Insurance Company (“GIC”)), whether tangible
or intangible, and all of Borrower’s interest in property and
fixtures (except the property of GIC), now owned or existing or
hereafter acquired and wherever located, including without
limitation, the following: (i) all furniture, inventory,
machinery, vehicles, equipment, goods and supplies; (ii) all
accounts (except the accounts of GIC), including without
limitation, the Borrower’s Depository Account and the Escrow
Account; (iii) all instruments, documents (including, without
limitation, the customer files), policies and certificates of
insurance, securities, negotiable instruments, money, chattel
paper, investment property, deposits, warehouse receipts and things
in action; (iv) all general intangibles and rights to payment
or proceeds of any kind, including without limitation, rights to
insurance premiums, dividends, distributions, proceeds and letter
of credit proceeds; (v) all documents and contract rights and
interests of any kind, including without limitation, the rights and
interests set forth in any agency/producer agreement and insurance
policy, and the rights and interests set forth in all Material
Agency Agreements and in all Managing Agreements with any Insurance
Entity; (vi) all intellectual property rights and similar
assets, including without limitation trademark rights, service mark
rights, rights to licenses and rights to names, customer lists,
trade secrets, goodwill, trade names, permits and franchises,
payment intangibles, computer programs, etc.; (vii) the book
of business;
(b) All of
SH’s right, title and interest in BH and PRM whether
evidenced by stock certificates or otherwise, together with all
dividends and other income, payment
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