FOURTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.33
FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment (this “Amendment”) to the Credit Agreement dated January 22, 2015 among Patriot National, Inc., a Delaware corporation (“Borrower”), the Lenders (as defined therein) and BMO Harris Bank N.A., as administrative agent (as previously amended, supplemented or otherwise modified, the “Credit Agreement”) is dated as of March 3, 2016.
1.Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Credit Agreement.
2.Amendments to the Credit Agreement. As of the Fourth Amendment Effective Date (defined below), Section 11.5 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (g), (ii) replacing the period at the end of clause (h) with “; and” and (iii) inserting the following new paragraph (i) at the end thereof:
(i) so long as no Event of Default exists or would result from the making of such Restricted Payments, Restricted Payments made by the Borrower to repurchase Equity Interests issued by the Borrower; provided that (i) not more than 1,000,000 shares of such Equity Interests may be repurchased in any calendar month, (ii) the amount of Restricted Payments made with respect to such repurchases shall not exceed $15,000,000 in the aggregate, and (iii) no repurchases of such Equity Interests may be made after September 4, 2017.
3.Representations and Warranties. Each Loan Party represents and warrants to the Administrative Agent and the Lenders that:
(a)Authorization; No Conflict. The execution, delivery and performance by such Loan Party of this Amendment, and the consummation of the transactions contemplated hereby, (i) are within such Loan Party’s limited liability company, limited partnership or corporate powers, as applicable, (ii) have been duly authorized by all necessary limited liability company, limited partnership or corporate action, as applicable, (iii) do not contravene (x) such Loan Party’s organizational documents or (y) any law, regulation or contractual restriction binding on or affecting such Loan Party and (iv) will not result in or require the creation or imposition of any Lien upon or with respect to any of the properties of such Loan Party or any of its Subsidiaries.
(b)Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Loan Party of this Amendment.
(c)Enforceability. This Amendment has been duly executed and delivered by such Loan Party and is the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditors’ rights generally and/or (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).
(d)Representations and Warranties. On the date hereof, each representation and warranty set forth in Section 9 of the Credit Agreement, as amended by this Amendment, is true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent any such representation or warranty is expressly
(e)stated to have been made as of a specific date, in which case such representation or warranty was true and correct as of such date).
(f)No Default. No Event of Default or Unmatured Event of Default exists or will exist after giving effect to this Amendment.
(g)No Material Adverse Effect. Since December 31, 2014, there has been no event that constitutes or would reasonably be expected to have a Material Adverse Effect.
4.Effectiveness. This Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) when the Administrative Agent has received each of the following, in form and substance satisfactory to the Administrative Agent:
(a)counterparts of this Amendment signed by each Loan Party, the Administrative Agent and the Required Lenders;
(b)payment of an amendment fee equal to 5 basis points on the Revolving Commitment and the Term Loans of each Lender executing this Amendment; and
(c)such other documents as the Administrative Agent or any Lender may reasonably request.
5.Continuing Effectiveness, etc.
(a)Except to the extent expressly set forth herein, all of the terms and conditions of the Credit Agreement and the other Loan Documents remain unchanged and in full force and effect. Each Loan Party affirms that after giving effect to this Amendment, the Credit Agreement, as modified hereby, and each other Loan Document to which any Loan Party is a party will remain in full force and effect and will continue to constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms except insofar as such enforcement may be limited by Debtor Relief Laws.
(b)Upon the effectiveness hereof, all references to the Credit Agreement set forth in any other agreement or instrument shall, unless otherwise specifically provided, be references to the Credit Agreement as amended hereby.
6.Miscellaneous. The provisions of Sections 1.2, 15.6(a), 15.7, 15.9, 15.10, 15.11, 15.12, 15.16 and 15.17 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
PATRIOT NATIONAL, INC.
By: /s/ Christopher A. Pesch
Name:Christopher A. Pesch
Title: Executive Vice-President
PATRIOT SERVICES, INC.
By: /s/ Christopher A. Pesch
Name:Christopher A. Pesch
Title: Executive Vice-President
CONTEGO INVESTIGATIVE SERVICES, INC.
By: /s/ Beth A. Crews
Name:Beth A. Crews
Title: Secretary
PATRIOT TECHNOLOGY SOLUTIONS, INC.
By: /s/ Elizabeth Hensen
Name:Elizabeth Hensen
Title: Secretary
PATRIOT CAPTIVE MANAGEMENT, INC.
By: /s/ Gex Richardson
Name:Gex Richardson
Title: Secretary
PATRIOT RISK SERVICES, INC.
By: /s/ Beth A. Crews
Name:Beth A. Crews
Title: Secretary
PATRIOT CLAIM SERVICES, INC.
By: /s/ Beth A. Crews
Name:Beth A. Crews
Title: Secretary
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PATRIOT CARE, INC.
By: /s/ Beth A. Crews
Name:Beth A. Crews
Title: Secretary
PATRIOT CARE MANAGEMENT, INC.
By: /s/ Beth A. Crews
Name:Beth A. Crews
Title: Secretary
FORZA LIEN, INC.
By: /s/ Beth A. Crews
Name:Beth A. Crews
Title: Secretary
PATRIOT UNDERWRITERS, INC.
By: /s/ Gex Richardson
Name:Gex Richardson
Title: Secretary
VIKARAN TECHNOLOGY SOLUTIONS, INC.
By: /s/ Elizabeth Hensen
Name:Elizabeth Hensen
Title: Secretary
TRIGEN INSURANCE SOLUTIONS, INC.
By: /s/ Gex Richardson
Name:Gex Richardson
Title: Secretary
PATRIOT LEGAL SERVICES, INC.
By: /s/ Elizabeth Hensen
Name:Elizabeth Hensen
Title: Secretary
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CORPORATE CLAIMS MANAGEMENT, INC.
By: /s/ Beth A. Crews
Name:Beth A. Crews
Title: Secretary
PATRIOT BENEFITS ADMINISTRATORS, INC.
By: /s/ Beth A. Crews
Name:Beth A. Crews
Title: Secretary
TRIGEN HOSPITALITY GROUP, INC.
By: /s/ Gex Richardson
Name:Gex Richardson
Title: Secretary
INSURELINX, INC.
By: /s/ Elizabeth Hensen
Name:Elizabeth Hensen
Title: Secretary
CWIBENEFITS, INC.
By: /s/ Beth A. Crews
Name:Beth A. Crews
Title: Secretary
Global HR Research, INC.
By: /s/ Elizabeth Hensen
Name:Elizabeth Hensen
Title: Secretary
Patriot Risk Consultants, Inc.
By: /s/ Gex Richardson
Name:Gex Richardson
Title: Secretary
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complinx insurance agency, INC.
By: /s/ Gex Richardson
Name:Gex Richardson
Title: Secretary
PATRIOT AUDIT SERVICES, INC.
By: /s/ Gex Richardson
Name:Gex Richardson
Title: Secretary
CONTEGO SERVICES GROUP, LLC
By:Patriot Services, Inc., its Manager
By: /s/ Christopher A. Pesch
Name:Christopher A. Pesch
Title: Executive Vice-President
CONTEGO RECOVERY, LLC
By: Contego Services Group, LLC, its Manager
By:Patriot Services, Inc., its Manager
By: /s/ Christopher A. Pesch
Name:Christopher A. Pesch
Title: Executive Vice-President
DECISION UR, LLC
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| By: | Patriot Technology Solutions, Inc., its Manager |
By: /s/ Elizabeth Hensen
Name:Elizabeth Hensen
Title: Secretary
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BMO HARRIS BANK N.A., as Administrative Agent and a Lender
By: /s/ Debra Basler
Name: Debra Basler
Title: Managing Director
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FIFTH THIRD BANK
By: /s/ Gary LaDolcetta
Name: Gary LaDolcetta
Title: SVP.
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SUNTRUST BANK
By:
Name:
Title:
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CITY NATIONAL BANK OF FLORIDA
By: /s/ Sandra Birdsong
Name: Sandra Birdsong
Title: Senior Vice President
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THE PRIVATEBANK AND TRUST COMPANY
By: /s/ Michael King
Name: Michael King
Title: Managing Director
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