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Exhibit 10.97
AGREEMENT FOR SATISFACTION
OF DEBT AND
CAPITALIZATION OF SUBSIDIARY
THIS AGREEMENT FOR SATISFACTION OF DEBT AND CAPITALIZATION OF
SUBSIDIARY is executed to be effective as of the 16th day of December, 1998
by and between Venture Capital Corporation, a Cayman Islands company (herein,
"VCC") and Western International Insurance Company, a Cayman Islands insurance
company (herein, "WIIC").
WHEREAS, Venture Capital Corporation, a Cayman Islands Company (herein, "VCC")
is the owner and holder of 100% of the common capital stock of Western
International Insurance Company, a Cayman Islands insurance company (herein,
"WIIC"); and
WHEREAS, there is that certain promissory note (herein, "Note") dated as of
January 1, 1997 made by VCC and payable to the order of WIIC in the original
principal amount of $560,566.00 given upon the occasion of the sale by WIIC to
VCC of Star Insurance Company, Ltd. and Western International Trust Company
Limited; and
WHEREAS, VCC is the owner and holder of 4,100,000 shares of the common capital
stock (herein, the "Stock") of Insurance Management Solutions Group, Inc., a
Florida corporation (herein, "IMSG"); and
WHEREAS, VCC either has executed or intends to execute that an Underwriting
Agreement (herein, "Underwriting Agreement") by and between VCC, IMSG, and
Xxxxxxx Xxxxx & Associates, Inc., Xxxxxx Brothers, ING Baring Xxxxxx Xxxx LLC.
pursuant to which VCC will be a Selling Shareholder with respect to the public
sale of stock of IMSG; and
WHEREAS, WIIC has negotiated to loan (herein, "Loan") to Bankers Insurance
Group, Inc., a Florida corporation the sum of U.S.$12,000,000.00 which loan
shall be contingent upon the closing of the transaction contemplated by this
Agreement; and
WHEREAS, the parties wish to satisfy the Note and provide additional capital to
WIIC to permit WIIC to make the Loan to BIG and otherwise to accomplish its
corporate purposes;
NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements
hereinafter set forth and with the intent that Bankers Insurance Group, Inc.
may rely hereon agreements the parties hereto do covenant and agree as follows:
1. VCC shall convey all of its right, title and interest in and to not less than
50% of the Excess Stock (as hereafter defined) to WIIC free and clear of all
liens and encumbrances and further shall contribute the Net Proceeds (as
hereafter defined) to the capital of WIIC. Such conveyance and contribution
shall occur promptly upon receipt by VCC. For purposes hereof the term "Excess
Stock" shall
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mean all of its Stock other than that which is sold pursuant to the
Underwriting Agreement, and the term "Net Proceeds" shall mean the net cash
proceeds received by VCC from the public sale of the Stock in excess of the
expenses of VCC attributable to the sale.
2. WIIC shall xxxx the Note "Satisfied In Full" and shall return the
same to VCC for retirement.
3. WIIC shall make the Loan to Bankers Insurance Group, Inc.
IN WITNESS WHEREOF, the undersigned has executed this instrument under
seal the day and year first above written.
Signed, sealed and delivered
in the presence of: Venture Capital Corporation
/s/ XXXX X. XXXXX By: /s/ XXXXX X. XXXXXXXX
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SIGNATURE Xxxxx X. Xxxxxxxx, President
Xxxx X. Xxxxx, Secretary
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NAME LEGIBLY PRINTED
TYPEWRITTEN OR STAMPED
/s/ ILLEGIBLE
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SIGNATURE
Illegible
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NAME LEGIBLY PRINTED
TYPEWRITTEN OR STAMPED (CORPORATE SEAL)
Western International Insurance
Company
/s/ XXXX X. XXXXX By: /S/ XXXXX X. XXXXXXXX
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SIGNATURE Xxxxx X. Xxxxxxxx, President
Xxxx X. Xxxxx, Secretary
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NAME LEGIBLY PRINTED
TYPEWRITTEN OR STAMPED
/s/ ILLEGIBLE
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SIGNATURE
Illegible
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NAME LEGIBLY PRINTED
TYPEWRITTEN OR STAMPED (CORPORATE SEAL)
