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EXHIBIT 10.35
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement") is executed on this 30 day of
December, 1994, by and between FIRST OF AMERICA BANK-FLORIDA F.S.B., a federal
savings bank (the "Lender"), NATIONAL FLOOD CERTIFICATION SERVICES, INC., a
Florida corporation, SOUTHERN RENTAL & LEASING CORPORATION, a Florida
corporation, BANKERS DATA CENTER, INC., a Florida corporation and BANKERS
INSURANCE GROUP, INC., a Florida corporation (collectively the "Borrower
Group"), and is made in reference to the following facts:
(A) On or about the date hereof, the Lender has made four (4) separate
loans to the entities comprising the Borrower Group in the original collective
principal amount of EIGHT HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS
($830,000.00) (collectively the "Loans").
(B) As a condition to making the Loans to the Borrower Group, the Lender
has required the Borrower Group to furnish, or cause to be furnished to it,
certain financial information more specifically described in this Agreement.
NOW, THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Recitals. The statements contained in the recitals of fact set
forth above (the "Recitals") are true and correct, and the Recitals are by this
reference made a part hereof.
2. Abbreviations and Definitions. The following abbreviations and
definitions will be used for purposes of this Agreement:
(a) The abbreviations of the parties set forth in the Preamble
will be used for purposes of this Agreement;
(b) The abbreviations and definitions set forth in the Recitals
will be used for purposes of this Agreement; and
(c) The term "Agreement" shall mean the Loan Agreement between
the parties in the manner set forth herein.
3. Financial Information. At all times during the term of the Loans,
or any of them, the Borrower Group shall provide, or cause to be provided to
Lender, the following financial reports and information within the time periods
indicated:
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(a) Annual Financial Statements. No later than one hundred fifty
(150) days following the end of each company's fiscal year end, the Borrower
Group shall provide, or cause to be provided to Lender, the audited fiscal year
end financial statements of Bankers Insurance Group, a Florida corporation
("BIG"), Bankers Insurance Company, a Florida corporation ("BIC"), Bankers Life
Insurance Company, a Florida corporation ("BLIC") and First Community Insurance
Company, a Florida corporation ("FCIC")(BIC, BLIC and FCIC will be sometimes
collectively referred to below as the "Insurance Companies").
(b) Statutory Reports. Within thirty (30) days of the filing of the
same with the Florida Department of Insurance, each of the Insurance Companies
shall provide to Lender copies of the financial statements and reports that each
is required to furnish to the Florida Insurance Commission in accordance with
Florida law.
(c) Quarterly Statements. No later than thirty (30) days following
the end of each fiscal quarter end, each of the parties comprising the Borrower
Group, and each of the parties comprising the Insurance Companies, shall provide
to Lender copies of their internally prepared quarterly financial statements.
(d) Investment Report. Within thirty (30) days following the end of
each fiscal quarter end during the term of the Loans, BIG shall provide to
Lender a copy of its quarterly Portfolio Investment Report.
All of the aforementioned reports and financial information must be provided to
Lender on a form acceptable to Lender in its reasonable discretion. Further,
the failure of the Borrower Group to provide any of the aforementioned reports
or financial information within the time periods indicated shall constitute a
default under the Loans and all documents and instruments evidencing and
securing the Loans.
4. Restriction on Dividends. At all times during the term of the Loans,
there shall be an absolute prohibition on BIG paying any dividends or making any
other similar distributions to any of its shareholders, without the prior
written consent of Lender; provided however, that BIG shall be permitted without
the prior consent of Lender to pay dividends during any given fiscal year not
exceeding fifty percent (50%) of BIG's prior year's earnings.
5. Florida Contract. This Agreement shall be deemed a Florida contract
and shall be construed according to the laws of the State of Florida, and shall
be enforceable, at the option of Lender, in any court of competent jurisdiction
in the State of Florida, regardless whether this Agreement is executed by
certain of the parties hereto in other states.
6. Binding Effect. This Agreement shall bind the successors and assigns
of the parties hereto; it constitutes the entire understanding of the parties
and it may not be modified except in writing.
7. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original.
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8. Execution. This Agreement shall not be effective nor shall it have
any force and effect whatsoever until all the parties hereto have duly executed
this Agreement.
9. Headings. The headings of the paragraphs contained in this Agreement
are for convenience of reference only and do not form a part hereof and in no
way modify, interpret or construe the meaning of the parties hereto.
Signed, sealed and delivered FIRST OF AMERICA BANK-FLORIDA,
in the presence of: F.S.B., a federal savings bank
/s/ G. Kristin Delano By: /s/ A. M. Dahlquist
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SIGNATURE
/s/ Nancy C. Haire A. M. DAHLQUIST
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As to Lender NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED
Its Vice President
Group Manager
NATIONAL FLOOD CERTIFICATION
SERVICES, INC., a Florida
corporation
/s/ G. Kristin Delano By: /s/ Edwin C. Hussemann
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/s/ Nancy C. Haire Its Treasurer
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As to Borrower (CORPORATE SEAL)
SOUTHERN LEASING & RENTAL
CORPORATION, a Florida corporation
/s/ G. Kristin Delano By: /s/ Edwin C. Hussemann
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/s/ Nancy C. Haire Its Treasurer
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As to Borrower (CORPORATE SEAL)
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BANKERS DATA CENTER, INC.,
a Florida corporation
/s/ G. Kristin Delano By: /s/ Edwin C. Hussemann
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Its Treasurer
/s/ Nancy C. Haire
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As to Borrower [CORPORATE SEAL]
BANKERS INSURANCE GROUP, INC.,
a Florida corporation
/s/ G. Kristin Delano By: /s/ Edwin C. Hussemann
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Its Treasurer
/s/ Nancy C. Haire
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As to Borrower [CORPORATE SEAL]
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