CREDIT AGREEMENT dated as of August 2, 2012 amongCredit Agreement • August 7th, 2012 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2012, by and among FORTEGRA FINANCIAL CORPORATION, a corporation incorporated under the laws of the State of Delaware (“Fortegra”), and LOTS INTERMEDIATE CO., a corporation incorporated under the laws of the State of Delaware (“LOTS”, and together with Fortegra, each, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), Swingline Lender (as defined below) and Issuing Lender (as defined below), Wells Fargo Securities, LLC, as Bookrunner and Joint Lead Arranger (“WF Securities”) and Synovus Bank, as Syndication Agent and Joint Lead Arranger (together with WF Securities, the “Arrangers”).
PLEDGE AGREEMENTPledge Agreement • August 7th, 2012 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
This PLEDGE AGREEMENT, dated as of August 2, 2012 (together with all amendments, if any, from time to time hereto, this “Agreement”) by and among FORTEGRA FINANCIAL CORPORATION, a Delaware corporation (“Fortegra”), LOTSolutions, Inc., a Georgia corporation (“LOTSolutions”), and the other Persons who may become “Pledgors” hereunder (together with Fortegra and LOTSolutions, each, a “Pledgor” and collectively, the “Pledgors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for its benefit and the benefit of the other Lenders (as defined in the Credit Agreement defined below).
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • August 7th, 2012 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
THIS SUBSIDIARY GUARANTY AGREEMENT dated as of August 2, 2012 (this “Guaranty”), by each of the Subsidiaries signatory hereto and the other Persons from time to time party hereto pursuant to the execution and delivery of a Supplement to this Guaranty in the form of Annex 1 hereto (each of such Subsidiaries and each other such Person referred to herein as a “Guarantor” and collectively, the “Guarantors”) of Fortegra Financial Corporation, a Delaware corporation (“Fortegra”) and LOTS Intermediate Co., a Delaware corporation (together with Fortegra, each, a “Borrower” and collectively, the “Borrowers”), in favor of the Administrative Agent (as defined below) and each of the Guarantied Parties (as defined below).
GRANT OF SECURITY INTEREST PATENTSGrant of Security Interest • August 7th, 2012 • Fortegra Financial Corp • Insurance agents, brokers & service
THIS GRANT OF SECURITY INTEREST (this “Grant”), is made by the Grantor to secure the satisfactory performance and payment of all the Obligations of the Grantor, as such term is defined in that certain Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, modified, extended, renewed, replaced, supplemented or refinanced from time to time, the “Credit Agreement”) by and among Fortegra Financial Corporation, a Delaware corporation (“Fortegra”), LOTS Intermediate Co., a Delaware corporation (“LOTS Intermediate”; together with Fortegra, each a “Borrower” and collectively, the “Borrowers”), the lenders party thereto from time to time, and the Grantee. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
ContractSecurity Agreement • August 7th, 2012 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
THIS SECURITY AGREEMENT, dated as of August 2, 2012 (as amended, restated, amended and restated, modified, extended, renewed, replaced, supplemented or refinanced from time to time, the “Agreement”) by Fortegra Financial Corporation, a Delaware corporation (“Fortegra”), and LOTS Intermediate Co., a Delaware corporation (together with Fortegra, each, a “Borrower” and collectively, the “Borrowers”), certain Subsidiaries of the Borrowers signatory hereto (the “Subsidiary Loan Parties”, together with the Borrowers, each, a “Grantor” and collectively, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below).
