PLEDGE AGREEMENTPledge Agreement • September 23rd, 2010 • Fortegra Financial Corp • New York
This PLEDGE AGREEMENT, dated as of June 16, 2010 (together with all amendments, if any, from time to time hereto, this “Agreement”) by and among FORTEGRA FINANCIAL CORPORATION, a Georgia corporation (“Fortegra”), and the other Persons who may become “Pledgors” hereunder (together with Fortegra each a “Pledgor” and collectively, the “Pledgors”), and SUNTRUST BANK, in its capacity as Administrative Agent (the “Administrative Agent”) for its benefit and the benefit of the other Lenders (as defined in the Credit Agreement defined below).
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • September 23rd, 2010 • Fortegra Financial Corp • New York
THIS SUBSIDIARY GUARANTY AGREEMENT dated as of June 16, 2010 (this “Guaranty”), by each of the Subsidiaries signatory hereto and the other Persons from time to time party hereto pursuant to the execution and delivery of a Supplement to this Guaranty in the form of Annex 1 hereto (each of such Subsidiaries and each other such Person referred to herein as a “Guarantor” and collectively, the “Guarantors”) of Fortegra Financial Corporation, a Georgia corporation (“Fortegra”) and LOTS Intermediate Co., a Delaware corporation (together with Fortegra, each a “Borrower” and collectively the “Borrowers”), in favor of the Administrative Agent (as defined below) and each of the Guarantied Parties (as defined below).
AMENDMENT TO SUBORDINATED DEBENTURE PURCHASE AGREEMENT and AMENDMENT TO DEBENTURESSubordinated Debenture Purchase Agreement • September 23rd, 2010 • Fortegra Financial Corp • Delaware
Amendment to Subordinated Debenture Purchase Agreement and Amendment to Debentures (this “Amendment”) dated as of June 16, 2010 by and between LOTS INTERMEDIATE CO., a Delaware corporation (the “Company”), and the Purchasers of the Debentures (as defined below) (the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • September 23rd, 2010 • Fortegra Financial Corp • New York
THIS SECURITY AGREEMENT, dated as of June 16, 2010 (together with all amendments, if any, from time to time hereto, the “Agreement”) by Fortegra Financial Corporation, a Georgia corporation (“Fortegra”) and LOTS Intermediate Co., a Delaware corporation (together with Fortegra, each a “Borrower” and collectively the “Borrowers”), certain Subsidiaries of the Borrowers signatory hereto (the “Subsidiary Loan Parties”, together with the Borrowers each a “Grantor” and collectively, the “Grantors”), in favor of SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below).
REVOLVING CREDIT AGREEMENT dated as of June 16, 2010 among FORTEGRA FINANCIAL CORPORATION AND LOTS INTERMEDIATE CO., as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., as...Revolving Credit Agreement • September 23rd, 2010 • Fortegra Financial Corp • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2010, by and among FORTEGRA FINANCIAL CORPORATION, a corporation incorporated under the laws of the State of Georgia (“Fortegra”), and LOTS INTERMEDIATE CO., a corporation incorporated under the laws of the State of Delaware (“LOTS”, and together with Fortegra, each a “Borrower” and collectively the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and SunTrust Robinson Humphrey, Inc., as Sole Lead Arranger and Bookrunner (the “Arranger”).
LOTS Intermediate Co. Subordinated Debenture Purchase Agreement Dated as of June 20, 2007Subordinated Debenture Purchase Agreement • September 23rd, 2010 • Fortegra Financial Corp • Delaware
REVOLVING CREDIT NOTEFortegra Financial Corp • September 23rd, 2010
Terms defined in that certain Revolving Credit Agreement dated as of June 16, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrowers, the lenders from time to time party thereto and SunTrust, as Administrative Agent for the lenders, and not otherwise defined herein, are used herein with the same meanings.
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • September 23rd, 2010 • Fortegra Financial Corp • New York
This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of June 10, 2010, is executed and delivered by Fortegra Financial Corporation, a Georgia corporation (“Guarantor”), in favor of Wells Fargo Capital Finance, LLC., a Delaware limited liability company (“Lender”), in light of the following:
LOAN AND SECURITY AGREEMENT by and between SOUTH BAY ACCEPTANCE CORPORATION, as Borrower, and WELLS FARGO CAPITAL FINANCE, LLC, as Lender Dated as of June 10, 2010Loan and Security Agreement • September 23rd, 2010 • Fortegra Financial Corp • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of June 10, 2010, by and between WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as lender (“Lender”), and SOUTH BAY ACCEPTANCE CORPORATION, a California corporation, as borrower (“Borrower”).
AGREEMENT AND PLAN OF MERGER Dated as of March 7, 2007 among SUMMIT PARTNERS PRIVATE EQUITY FUND VII-A, L.P. SUMMIT PARTNERS PRIVATE EQUITY FUND VII-B, L.P. SUMMIT SUBORDINATED DEBT FUND III-A, L.P. SUMMIT SUBORDINATED DEBT FUND III-B, L.P. SUMMIT...Agreement and Plan of Merger • September 23rd, 2010 • Fortegra Financial Corp • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 7, 2007 (this “Agreement”), is among the Persons lists as “Owners” on the signature pages hereto (collectively the “Owners”), LOS Acquisition Co., a Georgia corporation (“ACQUIRER”), LIFE OF THE SOUTH CORPORATION, a Georgia corporation (the “Company”), the stockholders of the Company listed on the signature pages hereof under the heading “Signing Stockholders” (collectively, the “Signing Stockholders”) and N.G. Houston, III as the Stockholder Representative. Certain terms used in this Agreement are defined in Section 1.1.
STOCK PURCHASE AGREEMENT BY AND AMONG WILLIS HRH, INC., BLISS AND GLENNON, INC., LOTS INTERMEDIATE CO., WILLIS NORTH AMERICA INC. (FOR LIMITED PURPOSES ONLY) AND FORTEGRA FINANCIAL CORPORATION (FOR LIMITED PURPOSES ONLY) April 15, 2009Stock Purchase Agreement • September 23rd, 2010 • Fortegra Financial Corp • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 15, 2009, is entered into by and among (i) Willis HRH, Inc., a Virginia corporation (the “Seller”), (ii) Bliss and Glennon, Inc., a California corporation (the “Company”), (iii) LOTS Intermediate Co., a Delaware corporation (the “Buyer”), (iv) solely for purposes of Section 6.1, Section 6.2, Section 11.1(b), Section 11.8(e), Article XII and Article XIII, Willis North America Inc., a Delaware corporation (“Willis”), on behalf of itself and each of its direct and indirect Subsidiaries other than the Company (each individually (excluding the Company), a “Willis Entity” and collectively, the “Willis Entities”), and (v) solely for purposes of Section 11.2, Section 11.8(e), Article XII and Article XIII, Fortegra Financial Corporation, a Georgia corporation (“Fortegra”). The Seller, the Company, the Buyer and solely as referenced in Section 6.1, Section 6.2, Section 11.1(b). Section 11.8(e), Article XII and Article XIII, Will
LINE OF CREDIT AGREEMENTLine of Credit Agreement • September 23rd, 2010 • Fortegra Financial Corp • Georgia
THIS LINE OF CREDIT AGREEMENT (“Agreement”), made and entered into as of the 6th day of April, 2009, by and among COLUMBUS BANK AND TRUST COMPANY, a Georgia banking corporation (the “Bank”), as First Party, FORTEGRA FINANCIAL CORPORATION, a Georgia corporation (“Borrower”), and LOTS INTERMEDIATE CO., a Delaware corporation (“Guarantor”), as Second Parties (Borrower and Guarantor are herein sometimes collectively called “Second Parties” with each being a “Second Party”);
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • September 23rd, 2010 • Fortegra Financial Corp
THIS FIRST AMENDMENT TO MERGER AGREEMENT (this “First Amendment”) is entered into as of the 20th day of June, 2007, by and among the Persons listed as “Owners” on the signature pages hereto (collectively the “Owners”). LOS Acquisition Co., a Georgia corporation (“Acquirer”), Life of the South Corporation, a Georgia corporation (the “Company”) and N.G. Houston, III as the Stockholder Representative
MODIFICATION AGREEMENTModification Agreement • September 23rd, 2010 • Fortegra Financial Corp
THIS MODIFICATION AGREEMENT (the “Modification Agreement”) is made and entered into as of April 27, 2010 by and among FORTEGRA FINANCIAL CORPORATION, a Georgia corporation (“Borrower”), LOTS INTERMEDIATE CO., a Delaware corporation (“Guarantor”) and COLUMBUS BANK AND TRUST COMPANY, a Georgia banking corporation, whose address is 1148 Broadway, Columbus, Georgia 31901 (hereinafter referred to as “Lender”).
SERVICING AND MANAGEMENT AGREEMENTServicing and Management Agreement • September 23rd, 2010 • Fortegra Financial Corp • New York
This Servicing and Management Agreement (“Agreement” is made and entered into effective as of June 10, 2010 (“Effective Date”), by and between SOUTH BAY ACCEPTANCE CORPORATION, a California corporation (“Borrower”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“Lender”), as follows:
STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • September 23rd, 2010 • Fortegra Financial Corp • Georgia
This STOCK PLEDGE AND SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 6th day of April, 2009, by and between FORTEGRA FINANCIAL CORPORATION, a Georgia corporation (hereinafter referred to as “Pledgor”), and COLUMBUS BANK AND TRUST COMPANY, a Georgia banking corporation (hereinafter referred to as “Secured Party”). Capitalized words used and not otherwise defined herein shall, to the extent defined in the Loan Agreement, (as hereinafter defined) have the meanings ascribed to such words in the Loan Agreement (defined below).
