EXHIBIT 10.2
RELEASE OF SECURITY INTERESTS
THIS RELEASE OF SECURITY INTERESTS (this "Release") is made as of
January 3, 2003 by and between Bankers Insurance Group, Inc., a Florida
corporation ("BIG"), Bankers Underwriters, Inc., a Florida corporation ("XXX")
(BIG and XXX herein, collectively "Grantor") and Insurance Management Solutions
Group, Inc., a Florida corporation ("Grantee").
WHEREAS, Grantor and Grantee entered into a Credit and Security
Agreement (the "Credit Agreement"), dated as of August 15, 2002 whereby Grantee
provided a revolving line of credit to Grantor ("Credit Line"); and
WHEREAS, in connection with the establishment of the Credit Line,
Grantor and Grantee executed and delivered the following documents: the
Revolving Line of Credit Master Promissory Note, Collateral Assignment of Flood
Book, UCC-1 Financing Statement, and Further Assurances Agreement, all dated as
of August 15, 2002 (collectively together with the Credit Agreement, the "Loan
Documents"); and
WHEREAS, pursuant to the terms and conditions of the Credit Agreement,
Grantor granted to Grantee a first priority security interest in the book of
flood insurance business which is more particularly described on Schedule A
attached hereto (the "Flood Book"); and
WHEREAS, pursuant to the terms and conditions of the Credit Agreement
Grantor appointed Grantee with full power of substitution and revocation, as its
attorney-in-fact ("Attorney-in-Fact") with respect to the Flood Book; and
WHEREAS, Grantor desires to satisfy all of its obligations under the
Loan Documents by paying Grantee an amount equal to $6,666,090.41(the "Payoff
Amount") comprised of $66,090.41 of accrued interest, fees and expenses under
the Loan Documents and $6,600,000.00 in respect of principal outstanding under
the Credit Line as of the date hereof.
NOW, THEREFORE, Grantee hereby agrees that, effective immediately upon
receipt of payment by a Federal funds wire transfer of the Payoff Amount:
1. Grantee terminates, cancels and releases any and all security
interests it has in, and any lien of any kind it has against,
the Flood Book;
2. Grantee relinquishes its appointment as Attorney-in-Fact with
respect to the Flood Book;
3. Grantee terminates any and all Loan Documents that do not
otherwise terminate pursuant to their terms;
4. Grantee releases Grantor from any and all claims,
counterclaims and other differences that do, could or may
hereafter exist between Grantor and Grantee, or could have
been or could be brought on their behalf, relating to, arising
from or in connection with the Loan Documents and the Flood
Book.
5. Grantee represents and warrants that (a) it has the full power
and authority to execute this Release, and (b) it has not
assigned, transferred, restricted or otherwise encumbered any
security interest it has against the Flood Book.
6. Grantee shall, at Grantor's sole cost and expense, take all
further actions, and provide to Grantor, Grantor's successors,
assigns or other legal representatives, all such cooperation
and assistance (including, without limitation, the execution
and delivery of any and all documents or other instruments),
reasonably requested by Grantor to more fully and effectively
effectuate the purposes of this Release and convey the Flood
Book to any subsequent purchaser or assignee of the Flood
Book.
IN WITNESS WHEREOF, Grantee has caused this Release to be executed by
its duly authorized representative as of the date first above written.
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
Name: s/s Xxxxx X. Xxxxxx
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Title: President & CEO
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SCHEDULE A
DESCRIPTION OF FLOOD BOOK
The Flood Book, inclusive of all agency agreements pertaining thereto, consists
of in excess of 350,000 flood insurance policies on properties located in
various states of the United States and all accounts and contract rights (as
those terms are defined by the Uniform Commercial Code as adopted by the State
of Florida) with insurance agents, including but not limited to general agency
agreements with respect to the sale of federal flood insurance.
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