JOINDER AGREEMENT
Exhibit 10.6.2
THIS JOINDER AGREEMENT dated as of November 30, 2010 (this “Agreement”) is executed by CB&T, a
division of Synovus Bank (the “New Lender”).
WHEREAS, Fortegra Financial Corporation (“Fortegra”) and LOTS Intermediate Co. (“LOTS”;
collectively with Fortegra, the “Borrowers”) have entered into that certain Revolving Credit
Agreement dated as of June 16, 2010 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), by and among the Borrowers, the financial institutions from
time to time party thereto as Lenders (the “Lenders”) and SunTrust Bank, as Administrative Agent
(the “Administrative Agent”); and
WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrowers have requested that
the Aggregate Revolving Commitments under the Credit Agreement increase by $20,000,000.00; and
WHEREAS, the New Lender desires to become a Lender under the Credit Agreement as provided in
Section 2.21 of the Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties hereto, the parties hereto hereby agree as follows:
Section 1. Joinder. Effective as of the date hereof, the New Lender acknowledges and
agrees that it shall be a Lender under the Credit Agreement, with a Revolving Commitment in the
maximum principal amount of $20,000,000.00, all as if the New Lender were an original Lender under
and signatory to the Credit Agreement having a Revolving Commitment in such amount. In addition to
the foregoing, on the date hereof, the New Lender agrees to purchase from the other Lenders its Pro
Rata Share (as determined after giving effect to the increase of Revolving Commitments) of any
outstanding Revolving Loans, by making available to the Administrative Agent for the account of
such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the
outstanding principal amount of such Revolving Loans to be purchased by such New Lender plus (B)
interest accrued and unpaid to and as of such date on such portion of the outstanding principal
amount of such Revolving Loans on the day other than the last day of an Interest Period.
Section 2. Representations, Warranties and Agreements of the New Lender.
(a) Generally. The New Lender (i) represents and warrants to the Administrative
Agent, the Lenders and the Borrowers that it is legally authorized to enter into this Agreement and
to become a Lender under the Credit Agreement; (ii) confirms that it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements delivered pursuant
thereto and such other documents and information (including, without limitation, the Loan
Documents) as it has deemed appropriate to make its own credit analysis and decision to become a
Lender; and (iii) appoints and authorizes the Administrative Agent to take such action as
contractual representative on the New Lender’s behalf and to exercise such powers under the Credit
Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by
the terms thereof, together with such powers as are reasonably incidental thereto.
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(b) Representations to Administrative Agent and Lenders. The New Lender makes and
confirms to the Administrative Agent and the Lenders all of the representations, warranties and
covenants of a Lender under the Credit Agreement. Not in limitation of the foregoing, the New
Lender acknowledges and agrees that (i) it has, independently and without reliance upon the
Administrative Agent, any other Lender, counsel to the Administrative Agent, or any of their
respective officers, directors, employees and agents, and based on the financial statements of the
Borrowers, the Subsidiaries and other Affiliates thereof, and inquiries of such Persons, its
independent due diligence of the business and affairs of the Borrowers, the other Loan Parties, the
Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be
delivered under the Loan Documents, the advice of its own counsel and such other documents and
information as it has deemed appropriate, made its own credit and legal analysis and decision to
become a Lender under the Credit Agreement; (ii) it will, independently and without reliance upon
the Administrative Agent, or any other Lender or counsel to the Administrative Agent or any of
their respective officers, directors, employees and agents, and based on such review, advice,
documents and information as it shall deem appropriate at the time, continue to make its own
decisions in taking or not taking action under the Loan Documents; and (iii) except as expressly
provided in the Credit Agreement or any other Loan Document, the Administrative Agent shall have no
duty or responsibility whatsoever, either initially or on a continuing basis, to provide the New
Lender with any credit or other information with respect to the Borrowers, any Subsidiary or any
other Loan Party or to notify the New Lender of any Event of Default.
Section 3. Address and Payment Instructions. The New Lender specifies as its address
for notices under the Credit Agreement and as its lending office for all Loans, the offices set
forth as such on its Administrative Questionnaire delivered to the Administrative Agent. All
payments to be made to the New Lender under the Credit Agreement shall be made as provided in the
Credit Agreement in accordance with the payment instructions set forth on the Administrative
Questionnaire.
Section 4. Effectiveness of Agreement. This Agreement shall not be effective until
this Agreement is executed and delivered by the New Lender and acknowledged by the Administrative
Agent and the Borrowers.
Section 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH STATE.
Section 6. Counterparts. This Agreement may be executed in any number of counterparts
each of which, when taken together, shall constitute one and the same agreement.
Section 7. Headings. Section headings have been inserted herein for convenience only
and shall not be construed to be a part hereof.
Section 8. Amendments; Waivers. This Agreement may not be amended, changed, waived or
modified except by a writing executed by the New Lender, the Administrative Agent and the
Borrowers.
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Section 9. Binding Effect. This Agreement shall be binding upon the New Lender, and
its successors and permitted assigns and shall inure to the benefit of the Borrowers, the
Administrative Agent, and the Lenders, and their respective successors and permitted assigns.
Section 10. Definitions. Terms not otherwise defined herein are used herein with the
respective meanings given them in the Credit Agreement.
Section 11. Entire Agreement. This Agreement embodies the entire agreement of the
parties with respect to the subject matter hereof and supersedes all other prior arrangements and
understandings relating to the subject matter hereof.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the undersigned has duly executed this Joinder Agreement as of the date
and year first written above.
| CB&T, A DIVISION OF SYNOVUS BANK |
||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | VP | |||
Acknowledged and Accepted as of the
date first written above.
date first written above.
| SUNTRUST BANK, as Administrative Agent |
||||
| By: | /s/ K. Xxxxx Xxxxxxxx | |||
| Name: | K. Xxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
[Signature Page to Joinder Agreement]
Acknowledged and Accepted as of the
date first written above.
date first written above.
| FORTEGRA FINANCIAL CORPORATION LOTS INTERMEDIATE CO., as Borrowers |
||||
| By: | /s/ | |||
| Name: | ||||
| Title: | ||||
[Signature Page to Joinder Agreement]
