April 9, 2003
Bankers Insurance Group, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 00
Xx. Xxxxxxxxxx, XX 00000
Attention: Xx. Xx Xxxxxxxxx
Gentlemen:
Reference is made to the Forbearance and Master Loan Documents
Modification Agreement (the "Forbearance Agreement"), dated as of September
18, 2000 and amended as of January 22, 2002, by and between Regions Bank and
Bankers Insurance Group, Inc. Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Forbearance Agreement.
Borrower has requested that the Bank extend the Forbearance Period
through the Term Loan Maturity Date. The Bank hereby extends the Forbearance
Period for a period commencing on January 1, 2003 and ending January 15, 2004.
The effectiveness of the extension is conditioned upon the Bank receiving
additional collateral for the Loan in the form of two million shares (the
"IMSG Security Shares") of common stock of Insurance Management Solutions
Group, Inc. ("IMSG") by way of a Stock Pledge and Security Agreement with
accompanying Stock Power in a form acceptable to the Bank. The Bank agrees to
fully cooperate with Borrower in connection with the Merger (as defined in the
FA) in connection with Borrower's performance of its obligations pursuant to
that certain Agreement to Facilitate Merger (the "FA"), dated April 9, 2003,
by and between Bankers Insurance Group, Inc., Bankers Insurance Company,
Bankers Security Insurance Company and Bonded Builders Service Corp. and
Fiserv, Inc., Fiserv Solutions, Inc. and Fiserv Merger Sub, Inc., a copy of
which is attached hereto. Borrower agrees to utilize the proceeds from the
conversion of its shares of IMSG pursuant to the Merger to reduce the
outstanding balance of the Loan to such a level as Bank may require. Should
Borrower default under the Loan Documents and fail to cure or eliminate such
default, Bank agrees that (i) it shall vote the IMSG Security Shares in the
same manner as Borrower votes the shares of IMSG held by Borrower at such
time, (ii) it shall accept $3.26 per share as the consideration payable to it
upon conversion of the IMSG Security Shares pursuant to the Merger, (iii) it
shall not transfer or otherwise dispose of the IMSG Security Shares prior to
the termination of the FA in accordance with its terms and (iv) it shall not
take any actions which would cause Borrower to be in violation of the FA.
Further, the Bank hereby waives the requirements of the Forbearance
Agreement specified in Section 3 regarding the Borrower's Monthly Report and
Section 7(a) regarding the Borrower's covenant to provide a Business Plan with
monthly updates. The Bank shall maintain, and does not waive, its right to
demand periodic updates from Borrower regarding either Borrower's financial
status or its business plans.
This letter does not constitute either a waiver or an admission of
any Default, Event of Default, Covenant Default nor Forbearance Default, nor
does this letter constitute an agreement or a commitment to extend the
Forbearance Period any further or to enter into any arrangement or agreement
with regard to any of the foregoing or to accept any cure proposed by
Borrower. The Bank expressly reserves all rights it may have under the Credit
Agreement and the Loan Documents, as heretofore amended by the Forbearance
Agreement. Notice is given that the Bank may decline to extend the Forbearance
Period any further and may, instead, elect to pursue any available remedies at
the Bank's sole and absolute discretion.
Very truly yours,
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President
Accepted by Bankers Insurance Group, Inc. this 25th day of April, 2003.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
