December 31, 2008 Ullico Inc. 1625 Eye Street, NW Washington, D.C. 20006
Exhibit 10.75
December 31, 2008
Ullico Inc.
0000 Xxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
0000 Xxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
Re: | That certain Commercial Loan Agreement, dated as of December 31, 2008 (the “Loan Agreement”), by and between (i) Patriot Risk Management, Inc., PRS Group, Inc., Guarantee Insurance Group, Inc., Patriot Risk Services, Inc., Patriot Risk Management of Florida, Inc. and SunCoast Capital, Inc. (collectively, the “Borrowers”) and (ii) Ullico Inc., a Maryland corporation (the “Lender”) |
Ladies and Gentlemen:
Reference is hereby made to the Loan Agreement. Unless’ otherwise defined herein, capitalized
terms shall have their respective meanings set forth in the Loan Agreement.
In connection with the execution of the Loan Agreement and the closing thereunder, the
Borrowers and Xxxxxx X. Xxxxxxx acknowledge that they have not delivered proof of the funding of
the $500,000 additional equity investment by Xx. Xxxxxxx in accordance with Section 31(b)(i) of the
Loan Agreement (it being acknowledged that only $500,000 of the $1,000,000 equity
investment required pursuant to Section 31(b)(i) of the Loan Agreement has been made as of the date
hereof and the additional $500,000 shall be made by Xx. Xxxxxxx in accordance with the terms of
this letter agreement).
Notwithstanding such failure and the terms of Section 31(b)(i) and Section 8(a)(ii) of the
Loan Agreement, and subject to the terms of this letter agreement, the Lender has agreed to
consummate the closing and make the Loan pursuant to the Loan Agreement. Subject to the terms of
this letter agreement, the Lender acknowledges that such failure shall not constitute an Event of
Default under the Loan Agreement.
The
Borrowers and Xx. Xxxxxxx each agree and covenant that, notwithstanding any of the terms,
conditions, representations or warranties contained in the Loan Agreement, the Borrowers and Xx.
Xxxxxxx shall deliver to the Lender proof, in a form reasonably acceptable to the Lender, that Xx.
Xxxxxxx has funded the additional $500,000 equity investment required by Section 31(b)(i) of the
Loan Agreement on or before 12:01 p.m. on January 6, 2009. Attached to this letter agreement is
written approval by Xx. Xxxxxxx’x home’ equity lender that he will have sufficient funds to satisfy
such requirement on or before 12:01 p.m. on January 6, 2009.
[Signature page follows]
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December 31, 2008
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Failure by the Borrowers and Xx. Xxxxxxx to satisfy any of the conditions set forth above shall
constitute an immediate Event of Default under the Loan Agreement.
Very truly yours, PATRIOT RISK MANAGEMENT, INC. |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | President | |||
/s/ Xxxxxx X. Xxxxxxx | ||||
Xxxxxx X. Xxxxxxx | ||||