SunCoast Holdings, Inc,. Brandywine Insurance Holding, Inc. Brooke Credit Corporation EXTENSION OF SECURITY and Patriot Risk Services, Inc. 10950 Grandview Dr., Ste. #600 AGREEMENT DATED:
Exhibit 10.16
SunCoast Holdings, Inc,. Brandywine Insurance
Holding, Inc.
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Brooke Credit Corporation | EXTENSION OF SECURITY | ||
and Patriot Risk Services, Inc.
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00000 Xxxxxxxxx Xx., Xxx. #000 | AGREEMENT DATED: | ||
000 Xxxx Xxx Xxxx Xxxx., Xxxxx 0000
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Xxxxxxxx Xxxx, XX 00000 | 03.30.2006 | ||
Ft. Xxxxxxxxxx, XX 00000 |
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DEBTOR’S NAME AND ADDRESS
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SECURED PARTY’S NAME AND ADDRESS |
For value received, the
Debtor hereby grants the Secured Party a security interest in the following additional collateral:
All capitalized terms used herein but not defined shall
have the meaning ascribed to them in the Commercial Loan Agreement and Addendum thereto entered into between Debtors
and Secured Party on the date hereof.
As used in this Agreement, the term “Debtor” shall
collectively and jointly refer to SunCoast Holdings, Inc. (“SH”), Brandywine Insurance Holdings, Inc. (“BIH”) and
Patriot Risk Services, Inc. (“PRS”) and their respective successors and assigns and all obligations under this
Agreement shall be the joint and several obligations of each such entity.
As used in this Agreement, the term “Collateral”
means As used in this Agreement, the term “Collateral” means all of Borrower’s respective right, title and interest
in, to and under all property and assets granted as collateral security for the Loan, whether real intangible
or tangible personal property, whether granted directly or indirectly, whether granted now or in the future, and
whether granted in the form of a security interest, mortgage,
collateral mortgage, deed of trust, assignment,
pledge, Chattel mortgage, collateral Chattel mortgage,
Chattel trust, tractor’s lien, equipment trust,
conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment
intended as a security device, or any other security or lien interest whatsoever, whether created by
law, contract, or otherwise. Collateral shall also include, but not be limited to all of Borrower’s
respective right, title and interest in, to and under the following, whether now owned or at any time
hereafter acquired:
(a) All of Borrower’s personal property,
whether tangible or intangible, and all of Borrower’s interest in property and fixtures, now owned or
existing or hereafter acquired and wherever located, including without limitation, the following: (i)
all furniture, inventory, machinery, vehicles, equipment, goods and supplies; (ii) all accounts,
including without limitation, the Borrower’s Depository Account; (iii) all instruments, documents
(including, without limitation, the customer files), policies and certificates of insurance,
securities, negotiable instruments, money, Chattel paper, investment property, deposits,
warehouse receipts and things in action; (iv) all general intangibles and rights to payment
or proceeds of any kind, including without limitation, rights to insurance premiums,
rights to insurance and reinsurance proceeds, dividends, distribution,
proceeds and letter of credit proceeds; (v) all documents and contract rights and interests
of any kind, including without limitation, the rights and interests set forth in any agency/producer
agreement and insurance policy, and the rights and interests set forth in all Material Agency Agreements
and in all Managing Agreements with any Insurance Entity; (vi) all intellectual property rights and similar
assets, including without limitation trademark rights, service xxxx rights, rights to licenses and rights to
names, customer lists, trade secrets, goodwill, trade names, permits and franchises, payment intangibles,
computer programs, etc.; (b) All of SH’s right, title and interest in BIH and Patriot Risk Management, Inc.,
a Delaware corporation (“PRM”) whether evidenced by stock certificates or otherwise, together with all dividends
and other income, payments and distributions of any kind payable to SH in its capacity as the sole stockholder
of BIH and PRM; (c) All of BIH’s right, title and interest in GIC whether evidenced by stock certificates or
otherwise, together with all dividends and other income, payments and distributions of any kind payable to BIH in
its capacity as the sole stockholder of GIC; (d) All telephone numbers, rights to the lease of office space, post
office boxes or other mailing addresses, rights to trademarks and use of trade names, rights to software licenses,
and rents received by Borrower for the lease of office space; (e) All deposit accounts, disbursement accounts,
accounts receivable, commission receivables, economic interest of Borrower, all Chattel paper, contract rights,
instruments, documents, general intangibles, inventory and goods in process of Borrower, whether now in existence
or owned or hereafter coming into existence or acquired, wherever located, and all returned goods, and
repossessions and replacements thereof; (f) All commissions, policy fees, service fees, underwriting fees,
claims fees, administrative and processing fees, fronting fees, risk management and loss/cost control fees,
investment income, management fees (including without limitation, case and captive management fees), premium
finance revenues, reinsurance brokerage commissions and all other revenue (collectively, “Revenue”) payable to
Borrower and any assignment thereof; (g) All “MGA Operations” being defined hereunder as Borrower’s policy
administration agreements, related service fees, and any agency, producer, broker, and managing general
agency agreements or similar such contracts (collectively, “Managing Agreements”) with any insurance
company, reinsurance company, managing general agency, broker or other insurance supplier (collectively,
“Insurance Entities”), the policies Borrower has written or placed pursuant to such agreements, the right
to commissions and policy fees (new, renewal, additional or other) for any of the foregoing, and Borrower’s
customer list and policy information for said customers, and with respect to all of the foregoing, whether
now owned by Borrower or at any time hereafter acquired; (h) Any property, tangible or intangible, in which
Borrower grants Lendor a security interest in any other Loan Document; (i) All “Premium Finance Operations”
being defined hereunder as Borrower’s or their affiliates’ existing or future premium finance business, all
tangible and intangible property associated therewith, and all Revenue (less amounts due Insurance Entities)
derived directly or indirectly therefrom; and (j) All additions, attachments, parts, repairs, accessories,
accession, replacement and substitutions to or for any of the foregoing and any proceeds and products of
the above-described property.
SEE PAGE 2 OF EXTENSION TO SECURITY AGREEMENT FOR ADDITIONAL
TERMS.
By signing below, Debtor
acknowledges that this document describes additional collateral which is subject to all terms and conditions of
the security Agreement referred to above.
Authorized Signature(s) of Secured Party - sign below
only if filling this document.
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SunCoast Holdings, Inc., Brandywine Insurance Holdings, Inc. and Patriot Risk Services, Inc. | ||||||
Debtor | /s/ Xxxxxx X. Xxxxxxx | |||||
Xxxxxx X. Xxxxxxx, CEO & President of SunCoast Holdings, Inc. | (TITLE) | |||||
Debtor | /s/ Xxxxxx X. Xxxxxxx | |||||
Xxxxxx X. Xxxxxxx, CEO & President of Brandywine Insurance Holdings, Inc. | (TITLE) | |||||
Debtor | /s/ Xxxxxx X. Xxxxxxx | |||||
Xxxxxx X. Xxxxxxx, CEO & President of Patriot Risk Services, Inc. | (TITLE) |
1984, 0000 Xxxxxxx Xxxxxxx, Xxx., Xx. Xxxxx, XX 00000 (0-000-000-0000)Form SA-E 3/7/90 | (page 1 of 1) |
For value received the Debtor hereby acknowledges and agrees that the Lender, without
liability to Debtor, may take actual possession of the Collateral without the necessity of
commencing legal action and that actual possession is deemed to occur when Lender or its agent
notifies Debtor of default, Debtor fails to cure such default within the time allowed hereunder,
and demands that the Collateral be transferred and paid directly to the Lender. Debtor agrees that,
upon Debtor’s default and failure to cure default within the time allowed hereunder, Lender may
without liability to Debtor, transfer any of the Collateral or evidence thereof into its own name
or that of its designee and/or demand, collect, convert, redeem, receipt for, settle, compromise,
adjust, xxx for, foreclose or realize upon its collateral in its own name, its designee’s name or
in the name of Debtor. Lender, without appointing a receiver, shall be entitled, but is not
required, to take possession and control of the Collateral and collect the rents, issues, and
profits thereof. However, Lender shall be entitled, but is not required to have a receiver
appointed by a court of competent jurisdiction to take possession and control of the Collateral and
collect the rents, issues and profits thereof. In the event a receiver is appointed the amount so
collected by the receiver shall be applied under the direction of the court to the payment of any
judgment rendered or amount found due under the loan documents. However, under no circumstances
whatsoever shall the appointment of the receiver be considered to create a control of Debtor’s
business by Lender and at all times the receiver shall be an agent apart from Lender and
responsible only to the appointing court. Debtor shall cooperate fully with Lender or a receiver
and promptly endorse, set over, transfer and deliver to Lender or a receiver any Collateral in
Debtor’s possession or held by a third party. Debtor expressly agrees and acknowledges Lender’s or
a receiver’s right to Collateral, right to possession of Collateral and right to operate Debtor’s
business without the necessity of commencing legal action and without Debtor’s further action or
authorization.
Page 2 to Extension of Security Agreement