exv10w73






Exhibit 10.73




INTERCREDITOR AGREEMENT




     THIS INTERCREDITOR AGREEMENT (this “Agreement”) is made as of December 31, 2008 by and
among (i) the holders of the Existing Lenders Debt (as defined herein) set forth on Schedule
A attached hereto (collectively, the “Existing Lenders”), (ii) Ullico Inc., a Maryland
corporation (“Ullico”), and (iii) Patriot Risk Management, Inc. (“PRM”), PRS Group,
Inc., Guarantee Insurance Group, Inc. (“GIGI”), Patriot Risk Services, Inc., Patriot Risk
Management of Florida, Inc., and SunCoast Capital, Inc., each a Delaware corporation (each, a
“Borrower” and collectively, the “Borrowers”).



Background




     WHEREAS, the Borrowers and Aleritas Capital Corporation (f/k/a Brooke Credit Corporation)
(“Aleritas”) entered into a certain Commercial Loan Agreement, dated as of March 30, 2006
(as amended, the “Existing Loan Agreement”), pursuant to which Aleritas made the following
loans to or for the benefit of the Borrowers (collectively, the “Existing Senior Loans”):
(i) a term loan in the original principal amount of $8,652,000 made on March 30, 2006 and evidenced
by a promissory note of the Borrowers dated the date thereof; and (ii) a term loan in the original
principal amount of $5,768,000 made on September 27, 2007 and evidenced by a promissory note of the
Borrowers dated the date thereof (the Existing Loan Agreement and all agreements, instruments and
guarantees entered into by the parties in connection therewith and in connection with the Existing
Senior Loans are referred to herein as the “Existing Loan Documents”, and the indebtedness
of the Borrowers to the Existing Lenders evidenced by the Existing Loan Documents is referred to
herein as the “Existing Lenders Debt”);



     WHEREAS, on or about November 21, 2008, Aleritas ceased operations and the Existing Lenders,
then participants holding undivided participation interests in the Existing Lenders Debt and all
collateral securing the Existing Lenders Debt, were assigned and assumed all rights, and acceded to
all rights, remedies, benefits and security Aleritas held with respect to the Existing Lenders Debt
and the Existing Loan Documents;



     WHEREAS, contemporaneously herewith, Ullico proposes to enter into a Commercial Loan Agreement
with the Borrowers pursuant to which Ullico shall make a term loan to or for the benefit of the
Borrowers in the principal amount of $5,450,000 secured by a lien on all of the Borrowers’ assets
(the “New Loan”) (such Commercial Loan Agreement and all agreements, instruments and
guarantees entered into by the parties in connection therewith and the New Loan are referred to
herein as the “New Loan Documents”, the indebtedness of the Borrowers to Ullico evidenced
by the New Loan Documents is referred to herein as the “New Senior Debt” and the Existing
Loan Documents and the New Loan Documents are collectively referred to herein as the “Loan
Documents”);



     WHEREAS, contemporaneously with the New Loan, management of the Borrowers will make an
additional equity investment in the Borrower of at least $1,000,000 (the “Additional Equity
Investment”);



     WHEREAS, to induce Ullico to make the New Loan to or for the benefit of the Borrowers, and as
a condition precedent to the establishment of such credit arrangements, the



 









 




Existing Lenders have unconditionally agreed that repayment and collateral security for the New
Loan and the Existing Lenders Debt will be on a pari passu basis and none of the Existing Lenders
nor Ullico shall have any right to priority over the other in repayment of their respective
indebtedness and collateral securing the same; and




     WHEREAS, the Exiting Lenders and Ullico wish to enter into this Agreement to establish (i) the
Existing Lenders’ consent to the New Senior Debt and the Additional Equity Investment and (ii) the
pari passu rights of the parties with respect to the Existing Lenders Debt and the New Senior Debt.



     NOW, THEREFORE, with the foregoing Background incorporated herein by this reference, and for
good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:



     1. Consent and Waiver. The Existing Lenders hereby consent to, and waive any default
that has or will occur solely as a result of, the Borrowers’ incurrence of the New Senior Debt, the
Borrowers’ grant of security under the New Loan Documents and the Additional Equity Investment. The
Existing Lenders and the Borrowers confirm that no default or event of default currently exists
under the Existing Loan Documents and that the principal amount of the Existing Lenders Debt as of
the date hereof is $12,422,375.05.



     2. Ranking; Parity. Regardless of the order in which the respective liens and security
interests of the Existing Lenders and Ullico in or to the assets of the Borrowers (the
“Collateral”) have been or are perfected, the Existing Lenders and Ullico each acknowledge
and agree that any security interests or liens the Existing Lenders and U1lico now or hereafter
have in and to the Collateral under the Existing Loan Documents or the New Loan Documents, as the
case may be, or otherwise, are and shall rank pari passu to each other.



     3. Defaults; Remedies.



          3.1 Notice. The Existing Lenders and Ullico each agree to give to the other written
notice of the declaration of a default or event of default under such party’s Loan Documents, which
notice shall be given promptly after the declaration of such default or event of default. In
addition, each party will promptly give the other party notice of any payment default regardless of
whether or not a default is declared under the respective Loan Documents. This Agreement is
intended, in part, to constitute a request for notice and a written notice of a claim by each party
hereto to the other of an interest in such Collateral in accordance with the provisions of Sections
9504 and 9505 of the Uniform Commercial Code.




          3.2 Exercise of Remedies. The Existing Lenders and Ullico shall each have the
exclusive, absolute and unconditional right to proceed against, refrain from proceeding against,
liquidate or otherwise deal with any of the Collateral, at any time and from time to time, in any
manner, and, subject to Section 3.3, to obtain payment on its indebtedness from the
Borrowers; provided, however, that if the Existing Lenders and Ullico desire to take any action
with respect to the Collateral, they agree to give the other at least ten (10) days’ prior written
notice of the time and place of any public sale or the time after which any private sale or other





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intended disposition is to be made of the Collateral (which such disposition will be subject to the
other party’s lien).




          3.3 Allocation of Payments and Proceeds. Any (i) repayments on the Existing Lenders
Debt and the New Senior Debt, (ii) any payments under any guaranty securing the Existing Lenders
Debt or the New Senior Debt and (iii) net proceeds of the Collateral received by the Existing
Lenders or Ullico shall be allocated between such parties in accordance with their respective pro
rata shares which, for the purposes of this Agreement, shall be a fraction (expressed as a
percentage) the numerator of which is the amount of such lender’s principal indebtedness and the
denominator of which is the sum of all indebtedness owing by Borrowers to the Existing Lenders and
Ullico. Until such time as such sums are paid to the appropriate party, the party holding such sums
agrees that it holds such sums in express trust for the other party, and shall pay such sums
promptly upon receipt to such other party. In addition, the Existing Lenders and Ullico agree to
provide the other party from time to time upon request with a detailed payment history of the
Existing Senior Debt and the New Senior Debt, as the case may be, so that each party may confirm
the other party’s compliance with the allocation provisions of this Section 3.3.




     4. Payments; Other Rights. Except as expressly set forth in this Agreement, the rights
of the parties hereto under their respective Loan Documents shall remain unaltered and in full
force and effect. The foregoing is intended to include, without limitation, the right to receive
payments, the right to make advances and the right to make advances for the purposes of protecting
the Collateral and such party’s liens thereon and security interests therein.



     5. Representations, Warranties, Etc. The Existing Lenders and Ullico each represent,
warrant and covenant to the other that:



          5.1 It has delivered to the other true and correct copies of its Loan Documents (it being
acknowledged by the Existing Lenders that true and correct copies of the Existing Loan Documents
are attached to the Form S-1 Registration Statement (Registration No. 3350150864) filed by PRM on
October 2, 2008 and the amendments thereto);




          5.2 It has not subordinated, assigned or transferred, and agrees that it will not subordinate,
assign or transfer at any time while this Agreement remains in effect, any right, claim or interest
of any kind in or to the Existing Lenders Debt or the New Senior Debt, as the case may be, or its
Loan Documents, and any subordination, assignment or transfer in violation of this subparagraph
shall be null and void; provided, however, the Existing Lenders and Ullico may transfer their
respective Existing Lenders Debt or New Senior Debt, as the case may be, and Loan Documents
provided that (i) the transferring or assigning party gives the other party prior written notice of
such transfer or assignment and (ii) prior to the effective date of such transfer or assignment,
the transferee or assignee agrees in writing to be bound by the terms of this Agreement; and




          5.3 It has received all consents and approvals required, if any, in order for it to execute,
deliver and perform its obligations pursuant to the terms of this Agreement.





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     6. Amendments to Documents. The Existing Lenders and Ullico each may, at any time or
times, in their discretion and with the consent of the other (which consent may not be unreasonably
withheld, contained or delayed), (i) renew or extend the time of payment of the Existing Lenders
Debt or New Senior Debt, as the case may be, (ii) waive or release any Collateral or guaranties
which may be held therefor or (c) modify or amend their Loan Documents without impairing or
affecting this Agreement or any of their rights hereunder.



     7. Representations Concerning Borrowers; Liability. The Existing Lender and Ullico
each further agree that they shall have no responsibility to each other or to any other person,
firm or entity for (i) the Borrowers’ solvency, financial condition or ability to repay their
indebtedness to any party, (ii) any oral or written statements of the Borrowers or (iii) the
validity, sufficiency or enforceability of the Existing Lenders Debt or New Senior Debt, as the
case may be, any of the Loan Documents or the security interests and liens granted by the Borrowers
to either the Existing Lenders or Ullico.



     8. Pledged Securities. The Existing Lenders hereby acknowledge that all securities
pledged by the Borrowers as security for the Existing Lenders Debt (collectively, the “Pledged
Securities”) are also pledged as security for the New Senior Debt and that Quivira Capital, LLC
is holding such Pledged Securities as agent for the Existing Lenders and Ullico.



     9. Right to Purchase the Existing Lenders Debt and the New Debt. Notwithstanding
anything to the contrary set forth in this Agreement or in any of the Loan Documents, each of the
Existing Lenders and Ullico shall have the right and option (but not the duty or obligation) at any
time after the occurrence and during the continuance of an “event of default” (however defined
under the terms of the Loan Documents) upon ten (10) business days’ written notice to the other
party to purchase the Existing Lenders Debt or New Senior Debt, as the case may be, and the
respective Loan Documents for a purchase price equal to the sum of (i) the total principal amount
of Existing Lenders Debt or the New Senior Debt, as the case may be, as of the date of such
proposed purchase by the Existing Lenders or Ullico, as the case may be, plus (ii) the
total of all accrued and unpaid interest on such total outstanding principal amount through the
date of such proposed purchase, plus (iii) the amount of reasonable fees and expenses, if
any, due and owing to the selling party from the Borrowers under the terms of the Loan Documents.
Any such purchase price paid by the Existing Lenders or Ullico, as the case may be, shall be made
in immediately available funds pursuant to an electronic funds or wire transfer to an account
designated by the selling party. Any such sale of such indebtedness and the corresponding Loan
Documents shall be made on a non-recourse basis (subject only to representations and warranties by
the selling party that it has not otherwise sold, transferred, granted a lien or security interest
on or otherwise encumbered such indebtedness and/or any of the corresponding Loan Documents and
that the amount stated by the selling party to be owing as principal, accrued and unpaid interest
under such indebtedness and any fees due and payable in order to determine the purchase price under
this Section 9 is actually due and owing to the selling party from the Borrowers pursuant
to the corresponding Loan Documents).



     10. Borrowers’ Acknowledgement. The Borrowers agree that (i) nothing contained in this
Agreement shall be deemed to amend, modify, supersede or otherwise alter the terms of the
respective Loan Documents between the Borrowers and each of the Existing Lenders and Ullico and
(ii) this Agreement is solely for the benefit of the Existing Lenders and Ullico and



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shall not give the Borrowers, their successors or assigns, or any other person, any rights with
respect to any Existing Lenders or Ullico. The Borrowers will pay the Existing Lenders’ reasonable
fees and expenses, including reasonable attorneys’ fees, incurred in connection with this
Agreement.




     11. Restriction on Premiums. Until such time as Guarantee Insurance Company, a Florida
corporation and wholly owned subsidiary of GIGI (“GIC”), obtains additional capital of at
least $7,000,000, the Borrowers shall not permit GIC to secure insurance premiums in excess of
$130,000,000 on an annualized basis.



     12. Additional Equity. The Borrowers hereby acknowledge and agree that in the event
that they fail to obtain additional cash equity investments in the Borrowers of at least
$10,000,000 (exclusive of the Additional Equity Investment) on or before November 1, 2009, the
Borrowers shall pay the Existing Lenders on November 16, 2009 a fee in an amount equal to one
percent (1%) of the outstanding principal balance of the Existing Lenders Debt as of November 1,
2009.



     13. Miscellaneous.



          13.1 This Agreement shall be governed by the laws of the State of Delaware without regard to
principles of conflicts of laws. This Agreement contains the entire agreement between the parties
hereto and may only be modified by a writing signed by (i) Ullico and (ii) the holders of a
majority of the outstanding principal indebtedness of the Existing Lenders Debt.




          13.2 No party’s failure to exercise any right hereunder shall be construed as a waiver of its
right to exercise the same or any other right at any other time and from time to time thereafter,
and such rights shall be cumulative and not exclusive.




          13.3 Any notices or consents required or permitted by this Agreement shall be in writing and
shall be delivered (i) in person, (ii) by commercial courier against receipt or (iii) by certified
mail, postage prepaid, return receipt requested, as follows, unless such address is changed by
written notice hereunder:



If to Ullico:



Ullico Inc.

Attn: General Counsel

1625 Eye Street, N.W.

Washington, D.C. 20006






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If to the Existing Lenders:



c/o Quivira Capital, LLC

Attn: Kelly Drouillard, CPA, CPCU

14033 53rd Terrace

Shawnee, Kansas 66216



Quivira Capital, LLC shall be deemed to be acting as the agent of the Existing
Lenders for all purposes under this Agreement and any notice delivered to Quivira
Capital, LLC shall be deemed to be notice to all of the Existing Lenders.




          13.4 This Agreement shall be binding upon and shall inure to the benefit of each party hereto
and their respective successors and permitted assigns.




          13.5 All of the understandings, agreements, representations and warranties contained herein
are solely for the benefit of the Existing Lenders and Ullico, and there are no other parties,
including, without limitation, the Borrowers, who are intended to be benefitted by this Agreement.




          13.6 This Agreement may be executed in counterparts and by facsimile.




[SIGNATURE PAGE FOLLOWS]





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     IN WITNESS WHEREOF, the parties hereto have duly executed and exchanged this Intercreditor
Agreement as of the date first written above.



	 	 	 	 	 
	 	ULLICO INC.

 	 
	 	By:  	/s/ James M. Paul
 	 
	 	 	Name:  	James M. Paul 	 
	 	 	Title:  	Senior V.P., Chief Operating Officer 	 
	 
	 	PEABODY STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SECURITY BANK AND TRUST CO.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COTTONWOOD VALLEY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CARSON BANK (MULVANE STATE BANK)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement





 









 





     IN WITNESS WHEREOF, the parties hereto have duly executed and exchanged this Intercreditor
Agreement as of the date first written above.



	 	 	 	 	 
	 	ULLICO INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PEABODY STATE BANK

 	 
	 	By:  	/s/ Charles Good
 	 
	 	 	Name:  	Charles Good 	 
	 	 	Title:  	EVP 	 
	 
	 	SECURITY BANK AND TRUST CO.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COTTONWOOD VALLEY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CARSON BANK (MULVANE STATE BANK)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement





 









 









     IN WITNESS WHEREOF, the parties hereto have duly executed and exchanged this Intercreditor
Agreement as of the date first written above.



	 	 	 	 	 
	 	ULLICO INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PEABODY STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SECURITY BANK AND TRUST CO.

 	 
	 	By:  	/s/ Robert C Tyson
 	 
	 	 	Name:  	Robert C Tyson 	 
	 	 	Title:  	President 	 
	 
	 	COTTONWOOD VALLEY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CARSON BANK (MULVANE STATE BANK)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement





 









 







     IN WITNESS WHEREOF, the parties hereto have duly executed and exchanged this Intercreditor
Agreement as of the date first written above.



	 	 	 	 	
	ULLICO INC.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	PEABODY STATE BANK

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	SECURTIY BANK AND TRUST CO.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	COTTONWOOD VALLEY BANK

 	 
	By:  	/s/ Illegible
 	 
	 	Name:  	Illegible 	 
	 	Title:  	Illegible 	 
	 
	CARSON BANK (MULVANE STATE BANK)

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement







	 	 	 	 	 
	 	ENTERPRISE BANK (GREAT AMERICAN BANK)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KENDALL STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THUNDER BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MILLEDGEVILLE STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST BANK OF KANSAS CITY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement (Continued)










 









 





     IN WITNESS WHEREOF, the parties hereto have duly executed and exchanged this Intercreditor
Agreement as of the date first written above.



	 	 	 	 	 
	 	ULLICO INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PEABODY STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SECURITY BANK AND TRUST CO.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COTTONWOOD VALLEY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CARSON BANK (MULVANE STATE BANK)

 	 
	 	By:  	/s/ Dan Madsen
 	 
	 	 	Name:  	Dan Madsen 	 
	 	 	Title:  	Vice President 	 
	 



Signature Pages to Intercreditor Agreement





 









 








THE SIGNATURE OF ENTERPRISE BANK (GREAT AMERICAN BANK) WILL BE

PROVIDED AT A LATER TIME BY SEPARATE COVER LETTER.




 









 








	 	 	 	 	 
	 	ENTERPRISE BANK (GREAT AMERICAN BANK)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KENDALL STATE BANK

 	 
	 	By:  	/s/ Jayne L. Coleman
 	 
	 	 	Name:  	Jayne L. Coleman 	 
	 	 	Title:  	President/CEO 	 
	 
	 	THUNDER BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MILLEDGEVILLE STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST BANK OF KANSAS CITY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement (Continued)




 









 








	 	 	 	 	 
	 	ENTERPRISE BANK (GREAT AMERICAN BANK)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KENDALL STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THUNDER BANK

 	 
	 	By:  	/s/ Mark Obermueller
 	 
	 	 	Name:  	Mark Obermueller 	 
	 	 	Title:  	President 	 
	 
	 	MILLEDGEVILLE STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST BANK OF KANSAS CITY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement (Continued)





 









 








	 	 	 	 	 
	 	ENTERPRISE BANK (GREAT AMERICAN BANK)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KENDALL STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THUNDER BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MILLEDGEVILLE STATE BANK

 	 
	 	By:  	/s/ Dan Nederhoff
 	 
	 	 	Name:  	Dan Nederhoff 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FIRST BANK OF KANSAS CITY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement (Continued)





 









 








	 	 	 	 	 
	 	ENTERPRISE BANK (GREAT AMERICAN BANK)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KENDALL STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THUNDER BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MILLEDGEVILLE STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST BANK OF KANSAS CITY

 	 
	 	By:  	/s/ Kerry Welch
 	 
	 	 	Name:  	Kerry Welch 	 
	 	 	Title:  	Pres/CEO 	 
	 



Signature Pages to Intercreditor Agreement (Continued)





 









 








	 	 	 	 	 
	 	SECURITY STATE BANK

 	 
	 	By:  	/s/ James Arnold
 	 
	 	 	Name:  	James Arnold 	 
	 	 	Title:  	President & CEO 	 
	 
	 	FDIC RECEIVER FOR AMERIBANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST STATE BANK OF GOFF

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOWN AND COUNTRY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MIDWEST COMMUNITY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COLUMBUS BANK AND TRUST CO.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement (Continued)





 









 








THE SIGNATURE OF FDIC RECEIVER FOR AMERIBANK WILL BE PROVIDED AT A

LATER TIME BY SEPARATE COVER LETTER.




 









 








	 	 	 	 	 
	 	SECURITY STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FDIC RECEIVER FOR AMERIBANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST STATE BANK OF GOFF

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOWN AND COUNTRY BANK

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MIDWEST COMMUNITY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COLUMBUS BANK AND TRUST CO.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement (Continued)





 









 








	 	 	 	 	 
	 	SECURITY STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FDIC RECEIVER FOR AMERIBANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST STATE BANK OF GOFF

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOWN AND COUNTRY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MIDWEST COMMUNITY BANK

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	Illegible 	 
	 
	 	COLUMBUS BANK AND TRUST CO.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	SECURITY STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FDIC RECEIVER FOR AMERIBANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST STATE BANK OF GOFF

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOWN AND COUNTRY BANK

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	Illegible 	 
	 
	 	MIDWEST COMMUNITY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COLUMBUS BANK AND TRUST CO.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	SECURITY STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FDIC RECEIVER FOR AMERIBANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST STATE BANK OF GOFF

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOWN AND COUNTRY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MIDWEST COMMUNITY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COLUMBUS BANK AND TRUST CO.

 	 
	 	By:  	/s/ Jeffrey C. Johnson
 	 
	 	 	Name:  	Jeffrey C. Johnson 	 
	 	 	Title:  	EVP 	 
	 



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	 	FIRST NATIONAL BANK & TRUST — SYRA

 	 
	 	By:  	/s/ Alan Britton
 	 
	 	 	Name:  	Alan Britton 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FIRST NATIONAL BANK OF SEDAN

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NAT’L BANK SMITH CENTER

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK — HEALY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK OF BURLINGAME

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERITAGE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	FIRST NATIONAL BANK & TRUST — SYRA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NATIONAL BANK OF SEDAN

 	 
	 	By:  	/s/ Timothy A. Hills
 	 
	 	 	Name:  	Timothy A. Hills 	 
	 	 	Title:  	President 	 
	 
	 	FIRST NAT’L BANK SMITH CENTER

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK — HEALY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK OF BURLINGAME

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERITAGE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to Intercreditor Agreement (Continued)





 









 








	 	 	 	 	 
	 	FIRST NATIONAL BANK & TRUST — SYRA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NATIONAL BANK OF SEDAN

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NAT’L BANK SMITH CENTER

 	 
	 	By:  	/s/ John E. Ballhorst
 	 
	 	 	Name:  	John E. Ballhorst 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	1ST STATE BANK — HEALY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK OF BURLINGAME

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERITAGE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	FIRST NATIONAL BANK & TRUST — SYRA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NATIONAL BANK OF SEDAN

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NAT’L BANK SMITH CENTER

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK — HEALY

 	 
	 	By:  	/s/ Allen F. Leiker
 	 
	 	 	Name:  	Allen F. Leiker 	 
	 	 	Title:  	Pres. & CEO 	 
	 
	 	1ST STATE BANK OF BURLINGAME

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERITAGE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	FIRST NATIONAL BANK & TRUST — SYRA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NATIONAL BANK OF SEDAN

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NAT’L BANK SMITH CENTER

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK — HEALY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK OF BURLINGAME

 	 
	 	By:  	/s/ John H. Fowler
 	 
	 	 	Name:  	John H. Fowler 	 
	 	 	Title:  	Pres. 	 
	 
	 	HERITAGE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	FIRST NATIONAL BANK & TRUST — SYRA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NATIONAL BANK OF SEDAN

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST NAT’L BANK SMITH CENTER

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK — HEALY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST STATE BANK OF BURLINGAME

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERITAGE BANK

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	Pres/CEO 	 
	 



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	 	IOWA STATE BANK

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	Illegible 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	PATRIOT RISK MANAGEMENT, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	PRS GROUP, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	Chairman 	 
	 
	 	GUARANTEE INSURANCE GROUP, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	PATRIOT RISK SERVICES, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	Chairman 	 
	 
	 	PATRIOT RISK MANAGEMENT OF FLORIDA,

INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	Chairman 	 
	 



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	 	IOWA STATE BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PATRIOT RISK MANAGEMENT, INC.

 	 
	 	By:  	/s/ Steven M. Mariano
 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	PRS GROUP, INC.

 	 
	 	By:  	/s/ Eric S. Dawson
 	 
	 	 	Name:  	Eric S. Dawson 	 
	 	 	Title:  	Secretary 	 
	 
	 	GUARANTEE INSURANCE GROUP, INC.

 	 
	 	By:  	/s/ Steven M. Mariano
 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	PATRIOT RISK SERVICES, INC.

 	 
	 	By:  	/s/ Eric S. Dawson
 	 
	 	 	Name:  	Eric S. Dawson 	 
	 	 	Title:  	Secretary 	 
	 
	 	PATRIOT RISK MANAGEMENT OF FLORIDA,

INC.

 	 
	 	By:  	/s/ Steven M. Mariano
 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	Chairman 	 
	 



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	 	SUNCOAST CAPITAL, INC.

 	 
	 	By:  	/s/ Steven M. Mariano
 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



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Schedule A




Existing Lenders




Peabody State Bank

Security Bank and Trust Co.

Cottonwood Valley Bank

Carson Bank (Mulvane State Bank)

Enterprise Bank (Great American Bank)

Kendall State Bank

Thunder Bank

Milledgeville State Bank

First Bank of Kansas City

Security State Bank

FDIC Receiver for Ameribank

First State Bank of Goff

Town and Country Bank

Midwest Community Bank

Columbus Bank and Trust Co.

First National Bank & Trust — SYRA

First National Bank of Sedan

First Nat’l Bank Smith Center

1st State Bank — Healy

1st State Bank of Burlingame

Heritage Bank

Iowa State Bank