1
EXHIBIT 10.100
FUNDING AGREEMENT
THIS FUNDING AGREEMENT is made to be effective this 16 day of
February, 1999 by and between Bankers Insurance Group, Inc., a Florida
corporation (herein, "BIG"), Bankers Insurance Company, a Florida corporation
(herein, "BIC"), Venture Capital Corporation, a Cayman company (herein, "VCC"),
and Western International Insurance Company, a Cayman company (herein, "WIIC").
WHEREAS, there is that certain Underwriting Agreement (herein, "Underwriting
Agreement") pursuant to which VCC has sold 1,350,000 shares (herein, "Shares")
of the common capital stock of Insurance Management Solutions Group, Inc. (plus
additional shares pursuant to the over allotment); and
WHEREAS, there is that certain Agreement for Satisfaction of Debt and
Capitalization of Subsidiary (herein, "Capitalization Agreement") dated
December 16, 1998 made by and between VCC and WIIC;
WHEREAS, pursuant to the Capitalization Agreement the entire net cash proceeds
of the sale of the shares pursuant to the Underwriting Agreement are to be
contributed by VCC to WIIC;
WHEREAS, there is that certain Loan Agreement dated December 16, 1998 made by
and between WIIC as "Lender" and BIG as "Borrower" and pursuant to which WIIC
has agreed to loan to BIG the sum of U.S.$12,000,000.00 upon the receipt by
WIIC of the net proceeds of the sale of the Shares; and
WHEREAS, BIC maintains a custodial bank account (herein, "Custodial Account")
with SouthTrust Bank, N.A. as custodian for the funds of WIIC and in order to
secure certain reinsurance treaties between WIIC and BIC;
NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements
hereinafter set forth as well as for other good and valuable consideration, the
parties hereto do covenant and agree as follows:
1. VCC shall issue directions that the net proceeds due to VCC from the sale of
the Shares shall be wired to the Custodial Account.
2. BIC shall distribute to BIG the sum of $12,000,000 out of such Custodial
Account to such account or accounts as BIG shall direct.
[The remainder of this page has intentionally been left blank.]
2
3. BIC shall hold the excess of the net proceeds in the Custodial Account to
further secure the obligations of WIIC under the various reinsurance
agreements between the parties.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and year first above set forth.
Bankers Insurance Group, Inc.
By: /s/ G. Xxxxxxx Xxxxxx
-------------------------------------------
G. Xxxxxxx Xxxxxx, Corporate Secretary
Bankers Insurance Company
By: /s/ G. Xxxxxxx Xxxxxx
-------------------------------------------
G. Xxxxxxx Xxxxxx, Corporate Secretary
Venture Capital Corporation
a Florida corporation
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxx X. Xxxxxxxx, President
Western International Insurance Company
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxx X. Xxxxxxxx, President
