Exhibit 10.21
AMENDMENT TO COMMERCIAL LOAN AGREEMENT
(INCLUDING JOINDER OF ADDITIONAL BORROWERS)
THIS AMENDMENT dated as of
September 27, 2007 is made to and a part of the Commercial
Loan Agreement and Addendum thereto (the “CLA
Addendum”) dated March 30, 2006 (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 ”).
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 “Security Agreement”) and Stock Pledge
Agreement (the “Pledge Agreement”), together with a
Consent dated August 2, 2007;
WHEREAS, the Loan Agreement and other
Loan Documents (i) name the Borrower as SunCoast Holdings,
Inc., Brandywine Insurance Holdings, Inc. and Patriot Risk
Services, Inc. and (ii) refer to a principal loan amount of
$8,652,000.00;
WHEREAS, the parties desire to
(i) join SunCoast Capital, Inc., Patriot Risk Management, Inc.
and Patriot Risk Management of Florida, Inc. as additional
borrowers (hereinafter the “Additional
Borrowers” and, together with SH, BIH and PRS, the
“Borrower”) and (ii) have Lender make an
incremental $5,768,000.00 term loan to the Borrower and thereby
increase the principal amount of the loan outstanding under the
Loan Documents from $8,033,172.47 to $13,801,172.47; and
WHEREAS, it is also the intention of
the parties (i) to confirm and continue the security interests
originally granted to Lender by SH, BIH and PRS and (ii) for
additional security interests to be granted by the Additional
Borrowers to Lender.
NOW, THEREFORE, FOR GOOD AND VALUABLE
CONSIDERATION, the sufficiency and receipt of which are
acknowledged, it is agreed as follows:
1. Capitalized terms used but
not defined herein are used with the meanings assigned to them in
the Loan Documents.
2. The term
“Borrower”, as defined in the Loan Agreement and each
other Loan Document, is hereby amended to mean and include
“SunCoast Holdings, Inc., Brandywine Insurance Holdings,
Inc., SunCoast Capital, Inc., Patriot Risk Services, Inc., Patriot
Risk Management, Inc. and Patriot Risk Management of Florida,
Inc.”, and each reference in the Loan Agreement and the other
Loan Documents shall be deemed a reference to each of the foregoing
entities individually and collectively and jointly and
severally.
3. Borrower hereby acknowledges
receipt on the date hereof of $5,768,000.00, representing the
proceeds of the incremental term loan referred to above (such
incremental term loan being evidenced by a Commercial Promissory
Note dated the date hereof and executed by Borrower (the “New
Note”)). Borrower represents, warrants and agrees that all
such proceeds shall be used solely for the following purposes: (i)
$5,000,000.00 for a capital injection from SH to GIC; (ii)
$500,000.00 to enable Borrower to purchase a Borrower’s
Assistance Plan from and in favor of Brooke Capital Advisors, Inc.,
a Delaware corporation (“ BCA ”), pursuant to
such documentation as BCA may require in its sole and absolute
discretion; (iii) $168,000.00 for the payment of all loan,
origination and other transaction-related fees that are payable by
Borrower to Lender; and (iv) $100,000 to National Capital Advisors
for the payment of consulting fees.
4. The sections of the Loan
Agreement entitled “Borrower Name and Address,”
“Loan Description,” “Loan Structure,”
“Fees” and “Loan Proceeds” are hereby
deemed to be amended to incorporate by reference the terms of the
incremental term loan, the New Note and the use of proceeds thereof
as set forth in this Amendment and the New Note, and the
“Borrower’s Name and Address” section of the
Original Note is hereby deemed to be amended to include the names
of SunCoast Capital, Inc., Patriot Risk Management, Inc. and
Patriot Risk Management of Florida, Inc.
5. Paragraph
