EXHIBIT 10.61
FOURTH AMENDMENT TO CREDIT AGREEMENT AND MODIFICATION OF NOTE AND OTHER LOAN DOCUMENTS
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND MODIFICATION OF NOTE AND OTHER LOAN DOCUMENTS (this "Amendment") is executed on November 7, 2022 (the "Amendment Effective Date"), by and among HCI GROUP, INC., a Florida corporation ("Borrower"), the Guarantors party hereto, and FIFTH THIRD BANK, NATIONAL ASSOCIATION ("Lender").
BACKGROUND
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the parties mutually agree as follows:
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Section 6.2 Debt-To-Capital Ratio. Permit Borrower’s Debt-To-Capital Ratio to be greater than 67.5% at the end of the Fiscal Quarter ending September 30, 2022 or at the end of any Fiscal Quarter thereafter.
Fifth Third Bank, National Association
38 Fountain Square Plaza
MD 1090RF
Cincinnati, Ohio 45202
Attention: Michael Schaltz, Managing Director & SVP
Email: Michael.Schaltz@53.com
With a copy to:
Fifth Third Bank, National Association
222 South Riverside Plaza
Chicago, Illinois 60606
Attn: Dave Meier
Email: david.meier@53.com
And a copy to:
Bradley Arant Boult Cummings LLP
100 N. Tampa Street, Suite 2200
Tampa, Florida 33602
Attn: Stephanie Kane
Email: skane@bradley.com
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[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of the Amendment Effective Date.
BORROWER: HCI GROUP, INC.,
a Florida corporation
By: /s/ James Mark Harmsworth
Name: James Mark Harmsworth
Title: Chief Financial Officer
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GUARANTORS: HOMEOWNERS CHOICE MANAGERS, INC.,
a Florida corporation
GREENLEAF CAPITAL, LLC,
a Florida limited liability company
OMEGA INSURANCE AGENCY, INC.,
a Florida corporation
SOUTHERN ADMINISTRATION, INC.,
a Florida corporation
ENCLAVE SERVICES, INC.,
a Florida corporation
GATORS ON THE PASS HOLDINGS LLC,
a Florida limited liability company
JOHN’S PASS MARINA INVESTMENT HOLDINGS LLC,
a Florida limited liability company
PASS INVESTMENT HOLDINGS LLC,
a Florida limited liability company
TV INVESTMENT HOLDINGS LLC,
a Florida limited liability company
SILVER SPRINGS PROPERTY INVESTMENTS, LLC,
a Florida limited liability company
GRISTON CLAIM SERVICES, INC.,
a Florida corporation
HCPCI HOLDINGS, LLC,
a Florida limited liability company
BIG BEND LINCOLN SWC, LLC,
a Florida limited liability company
FMKT MEL OWNER LLC,
a Florida limited liability company
SORRENTO PBX, LLC,
a Florida limited liability company
CENTURY PARK HOLDINGS, LLC,
a Florida limited liability company
GULF TO BAY LM, LLC,
a Florida limited liability company
JP BEACH HOLDINGS LLC,
a Florida limited liability company
HCI INSURANCE ADMINISTRATION SERVICES, INC.,
a Florida corporation
WESTVIEW HOLDINGS, LLC,
a Florida limited liability
By: /s/ James Mark Harmsworth
Name: James Mark Harmsworth
Title: Chief Financial Officer
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LENDER: FIFTH THIRD BANK,
NATIONAL ASSOCIATION
By: /s/ Michael J. Schaltz, Jr.
Michael J. Schaltz, Jr., its Managing
Director & Senior Vice President
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