Exhibit 10.1
JOINDER
AGREEMENT
THIS JOINDER AGREEMENT dated as of
March 1, 2011 (this “ Agreement ”) is executed
by Wells Fargo Bank, National Association (the “ New
Lender ”).
WHEREAS, Fortegra Financial
Corporation (“ Fortegra ”) and LOTS Intermediate
Co. (“ LOTS ”; collectively with Fortegra, the
“ Borrowers ”) have entered into that certain
Revolving Credit Agreement dated as of June 16, 2010 (as amended,
restated, supplemented or otherwise modified from time to time, the
“ Credit Agreement ”), by and among the
Borrowers, the financial institutions from time to time party
thereto as Lenders (the “ Lenders ”), SunTrust
Bank, in its capacity as Administrative Agent (the “
Administrative Agent ”) and the lenders from time to
time party thereto (the “ Lenders ”) ;
and
WHEREAS, pursuant to Section 2.21
of the Credit Agreement, the Borrowers have requested that the
Aggregate Revolving Commitments under the Credit Agreement increase
by $30,000,000.00; and
WHEREAS, the New Lender desires to
become a Lender under the Credit Agreement as provided in
Section 2.21 of the Credit Agreement.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties hereto, the parties hereto hereby agree
as follows:
Section 1. Joinder .
Effective as of the date hereof, the New Lender acknowledges and
agrees that it shall be a Lender under the Credit Agreement, with a
Revolving Commitment in the maximum principal amount of
$30,000,000.00, all as if the New Lender were an original Lender
under and signatory to the Credit Agreement having a Revolving
Commitment in such amount. In addition to the foregoing, on the
date hereof, the New Lender agrees to purchase from the other
Lenders its Pro Rata Share (as determined after giving effect to
the increase of Revolving Commitments) of any outstanding Revolving
Loans, by making available to the Administrative Agent for the
account of such other Lenders, in same day funds, an amount equal
to the sum of (A) the portion of the outstanding principal
amount of such Revolving Loans to be purchased by such New Lender
plus (B) interest accrued and unpaid to and as of such date on such
portion of the outstanding principal amount of such Revolving Loans
on the day other than the last day of an Interest
Period.
Section 2. Representations,
Warranties and Agreements of the New Lender .
(a)
Generally
. The New Lender
(i) represents and warrants to the Administrative Agent, the
Lenders and the Borrowers that it is legally authorized to
enter into this Agreement and to become a Lender under the Credit
Agreement; (ii) confirms that it has received a copy of the
Credit Agreement, together with copies of the most recent financial
statements delivered pursuant thereto and such other documents and
information (including without limitation the Loan Documents) as it
has deemed appropriate to make its own credit analysis and decision
to become a Lender; and (iii) appoints and authorizes the
Administrative Agent to take such action as contractual
representative on the New Lender's behalf and to exercise such
powers under the
