Unassociated Document


    Exhibit
10.1

    
      
        
          	
                   

                


        

      

       

    

    

     

    CREDIT
AGREEMENT

     

    dated as
of

     

    January
28, 2011

     

    among

     

    AMTRUST
FINANCIAL SERVICES, INC.

     

    The
Lenders Party Hereto

     

    JPMORGAN
CHASE BANK, N.A.

    as
Administrative Agent

     

    THE BANK
OF NOVA SCOTIA

    as
Syndication Agent

     

    and

     

    SUNTRUST
BANK

    as
Documentation Agent

    _________________________________

     

    J.P.
MORGAN SECURITIES LLC and THE BANK OF NOVA SCOTIA

    as Joint
Bookrunners and Joint Lead Arrangers

    
      
        	
                 

              


      

    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    TABLE OF
CONTENTS

     

    
      
        	 
      	 
      	 
      	
                Page

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      I DEFINITIONS

              	 
      	
                1

              
	 
      	 
      	 
      
	
                SECTION
      1.01.

              	
                Defined
      Terms

              	 
      	
                1

              
	
                SECTION
      1.02.

              	
                Classification
      of Loans and Borrowings

              	 
      	
                23

              
	
                SECTION
      1.03.

              	
                Terms
      Generally

              	 
      	
                23

              
	
                SECTION
      1.04.

              	
                Accounting
      Terms; GAAP; SAP

              	 
      	
                23

              
	
                SECTION
      1.05.

              	
                Status
      of Obligations

              	 
      	
                24

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      II THE CREDITS

              	 
      	
                24

              
	 
      	 
      	 
      
	
                SECTION
      2.01.

              	
                Commitments

              	 
      	
                24

              
	
                SECTION
      2.02.

              	
                Loans
      and Borrowings

              	 
      	
                24

              
	
                SECTION
      2.03.

              	
                Requests
      for Revolving Borrowings

              	 
      	
                25

              
	
                SECTION
      2.04.

              	
                Intentionally
      Omitted

              	 
      	
                25

              
	
                SECTION
      2.05.

              	
                Intentionally
      Omitted

              	 
      	
                25

              
	
                SECTION
      2.06.

              	
                Letters
      of Credit

              	 
      	
                25

              
	
                SECTION
      2.07.

              	
                Funding
      of Borrowings

              	 
      	
                29

              
	
                SECTION
      2.08.

              	
                Interest
      Elections

              	 
      	
                29

              
	
                SECTION
      2.09.

              	
                Termination
      and Reduction of Commitments

              	 
      	
                30

              
	
                SECTION
      2.10.

              	
                Repayment
      of Loans; Evidence of Debt

              	 
      	
                31

              
	
                SECTION
      2.11.

              	
                Prepayment
      of Loans

              	 
      	
                32

              
	
                SECTION
      2.12.

              	
                Fees

              	 
      	
                32

              
	
                SECTION
      2.13.

              	
                Interest

              	 
      	
                33

              
	
                SECTION
      2.14.

              	
                Alternate
      Rate of Interest

              	 
      	
                33

              
	
                SECTION
      2.15.

              	
                Increased
      Costs

              	 
      	
                34

              
	
                SECTION
      2.16.

              	
                Break
      Funding Payments

              	 
      	
                35

              
	
                SECTION
      2.17.

              	
                Taxes

              	 
      	
                35

              
	
                SECTION
      2.18.

              	
                Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs

              	 
      	
                38

              
	
                SECTION
      2.19.

              	
                Mitigation
      Obligations; Replacement of Lenders

              	 
      	
                40

              
	
                SECTION
      2.20.

              	
                Expansion
      Option

              	 
      	
                41

              
	
                SECTION
      2.21.

              	
                Defaulting
      Lenders

              	 
      	
                42

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      III REPRESENTATIONS AND WARRANTIES

              	 
      	
                43

              
	 
      	 
      	 
      	 
      
	
                SECTION
      3.01.

              	
                Organization;
      Powers

              	 
      	
                43

              
	
                SECTION
      3.02.

              	
                Authorization;
      Enforceability

              	 
      	
                43

              
	
                SECTION
      3.03.

              	
                Governmental
      Approvals; No Conflicts

              	 
      	
                43

              
	
                SECTION
      3.04.

              	
                Financial
      Condition; No Material Adverse Change

              	 
      	
                44

              
	
                SECTION
      3.05.

              	
                Properties

              	 
      	
                44

              
	
                SECTION
      3.06.

              	
                Litigation
      and Environmental Matters

              	 
      	
                44

              
	
                SECTION
      3.07.

              	
                Compliance
      with Laws and Agreements

              	 
      	
                45

              
	
                SECTION
      3.08.

              	
                Investment
      Company Status

              	 
      	
                45

              
	
                SECTION
      3.09.

              	
                Taxes

              	 
      	
                45

              
	
                SECTION
      3.10.

              	
                ERISA

              	 
      	
                45

              
	
                SECTION
      3.11.

              	
                Disclosure

              	 
      	
                46

              
	
                SECTION
      3.12.

              	
                Federal
      Regulations

              	 
      	
                46

              
	
                SECTION
      3.13.

              	
                General
      Insurance

              	 
      	
                46

              
	
                SECTION
      3.14.

              	
                Seniority

              	 
      	
                46

              
	
                SECTION
      3.15.

              	
                Subsidiaries

              	 
      	
                46

              
	
                SECTION
      3.16.

              	
                Insurance
      Licenses

              	 
      	
                47

              
	
                SECTION
      3.17.

              	
                Insurance
      Business

              	 
      	
                47

              
	
                SECTION
      3.18.

              	
                Use
      of Proceeds

              	 
      	
                47

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    (continued)

     

    
      
        	 
      	 
      	 
      	
                Page

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      IV CONDITIONS

              	 
      	
                47

              
	 
      	 
      	 
      
	
                SECTION
      4.01.

              	
                Effective
      Date

              	 
      	
                47

              
	
                SECTION
      4.02.

              	
                Each
      Credit Event

              	 
      	
                48

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      V AFFIRMATIVE COVENANTS

              	 
      	
                49

              
	 
      	 
      	 
      
	
                SECTION
      5.01.

              	
                Financial
      Statements; Ratings Change and Other Information

              	 
      	
                49

              
	
                SECTION
      5.02.

              	
                Notices
      of Material Events

              	 
      	
                51

              
	
                SECTION
      5.03.

              	
                Existence;
      Conduct of Business

              	 
      	
                52

              
	
                SECTION
      5.04.

              	
                Obligations
      and Taxes

              	 
      	
                52

              
	
                SECTION
      5.05.

              	
                Insurance

              	 
      	
                53

              
	
                SECTION
      5.06.

              	
                Books
      and Records; Inspection Rights

              	 
      	
                53

              
	
                SECTION
      5.07.

              	
                Compliance
      with Laws

              	 
      	
                53

              
	
                SECTION
      5.08.

              	
                Use
      of Proceeds

              	 
      	
                53

              
	
                SECTION
      5.09.

              	
                Further
      Assurances

              	 
      	
                53

              
	
                SECTION
      5.10.

              	
                Claims
      Paying Ratings

              	 
      	
                53

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VI NEGATIVE COVENANTS

              	 
      	
                54

              
	 
      	 
      	 
      	 
      
	
                SECTION
      6.01.

              	
                Indebtedness

              	 
      	
                54

              
	
                SECTION
      6.02.

              	
                Liens

              	 
      	
                55

              
	
                SECTION
      6.03.

              	
                Fundamental
      Changes

              	 
      	
                56

              
	
                SECTION
      6.04.

              	
                Investments,
      Loans, Advances, Guarantees and Acquisitions

              	 
      	
                57

              
	
                SECTION
      6.05.

              	
                Dispositions

              	 
      	
                57

              
	
                SECTION
      6.06.

              	
                Swap
      Agreements

              	 
      	
                58

              
	
                SECTION
      6.07.

              	
                Restricted
      Payments

              	 
      	
                58

              
	
                SECTION
      6.08.

              	
                Transactions
      with Affiliates

              	 
      	
                59

              
	
                SECTION
      6.09.

              	
                Restrictive
      Agreements

              	 
      	
                60

              
	
                SECTION
      6.10.

              	
                Nature
      of Business

              	 
      	
                60

              
	
                SECTION
      6.11.

              	
                Accounting
      Changes; Fiscal Year

              	 
      	
                60

              
	
                SECTION
      6.12.

              	
                Use
      of Proceeds

              	 
      	
                60

              
	
                SECTION
      6.13.

              	
                Prepayments,
      Etc. of Other Indebtedness; and Modifications of Certain Other
      Agreement

              	 
      	
                61

              
	
                SECTION
      6.14.

              	
                Limitation
      on Modification of UBI Seller Note

              	 
      	
                61

              
	
                SECTION
      6.15.

              	
                Financial
      Covenants

              	 
      	
                61

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VII EVENTS OF DEFAULT

              	 
      	
                62

              
	 
      	 
      	 
      
	
                ARTICLE
      VIII THE ADMINISTRATIVE AGENT

              	 
      	
                64

              
	 
      	 
      	 
      
	
                ARTICLE
      IX MISCELLANEOUS

              	 
      	
                66

              
	 
      	 
      	 
      	 
      
	
                SECTION
      9.01.

              	
                Notices

              	 
      	
                66

              
	
                SECTION
      9.02.

              	
                Waivers;
      Amendments

              	 
      	
                67

              
	
                SECTION
      9.03.

              	
                Expenses;
      Indemnity; Damage Waiver

              	 
      	
                69

              
	
                SECTION
      9.04.

              	
                Successors
      and Assigns

              	 
      	
                70

              
	
                SECTION
      9.05.

              	
                Survival

              	 
      	
                73

              
	
                SECTION
      9.06.

              	
                Counterparts;
      Integration; Effectiveness

              	 
      	
                73

              
	
                SECTION
      9.07.

              	
                Severability

              	 
      	
                73

              
	
                SECTION
      9.08.

              	
                Right
      of Setoff

              	 
      	
                73

              
	
                SECTION
      9.09.

              	
                Governing
      Law; Jurisdiction; Consent to Service of Process

              	 
      	
                74

              
	
                SECTION
      9.10.

              	
                WAIVER
      OF JURY TRIAL

              	 
      	
                74

              


      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    (continued)

     

    
      
        	 
      	 
      	 
      	
                Page

              
	 
      	 
      	 
      	 
      
	
                SECTION
      9.11.

              	
                Headings

              	 
      	
                74

              
	
                SECTION
      9.12.

              	
                Confidentiality

              	 
      	
                75

              
	
                SECTION
      9.13.

              	
                USA
      PATRIOT Act

              	 
      	
                75

              


      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    
      
        
          
            
              
                
                  	
                          TABLE
      OF CONTENTS

                        
	
                          (continued)

                        
	 
      
	 
      	 
      	
                          Page

                        
	 
      	 
      	 
      
	
                          SCHEDULES:

                        
	 
      
	
                          Schedule
      1.01 – Existing Regulated Insurance Companies

                        
	
                          Schedule
      2.01 – Commitments

                        
	
                          Schedule
      2.06 – Existing Letters of Credit

                        
	
                          Schedule
      3.15 – Subsidiaries

                        
	
                          Schedule
      6.01 – Existing Indebtedness

                        
	
                          Schedule
      6.02 – Existing Liens

                        
	
                          Schedule
      6.04 – Existing Investments

                        
	
                          Schedule
      6.08 – Transactions with Affiliates

                        
	
                          Schedule
      6.09 – Restrictions

                        
	 
      
	
                          EXHIBITS:

                        
	 
      
	
                          Exhibit
      A – Form of Assignment and Assumption

                        
	
                          Exhibit
      B – Form of Opinion of Borrower’s Counsel

                        
	
                          Exhibit
      C – Form of Increasing Lender Supplement

                        
	
                          Exhibit
      D – Form of Augmenting Lender Supplement

                        
	
                          Exhibit
      E – List of Closing Documents

                        
	
                          Exhibit
      F-1 – Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Not
      Partnerships)

                        
	
                          Exhibit
      F-2 – Form of U.S. Tax Certificate (Non-U.S. Lenders That Are
      Partnerships)

                        
	
                          Exhibit
      F-3 – Form of U.S. Tax Certificate (Non-U.S. Participants That Are Not
      Partnerships)

                        
	
                          Exhibit
      F-4 – Form of U.S. Tax Certificate (Non-U.S. Participants That Are
      Partnerships)

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    CREDIT
AGREEMENT (this “Agreement”) dated as
of January 28, 2011 among AMTRUST FINANCIAL SERVICES, INC., the LENDERS from
time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,
The Bank of Nova Scotia, as Syndication Agent and SunTrust Bank, as
Documentation Agent.

     

    The
parties hereto agree as follows:

     

    ARTICLE
I

     

    Definitions

     

    SECTION
1.01.    Defined Terms.  As used in
this Agreement, the following terms have the meanings specified
below:

     

    “ABR”, when used in
reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising
such Borrowing, bearing interest at a rate determined by reference to the
Alternate Base Rate.

     

    “Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate.

     

    “Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder.

     

    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

     

    “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

     

    “Aggregate Commitment”
means the aggregate of the Commitments of all of the Lenders, as reduced or
increased from time to time pursuant to the terms and conditions
hereof.  As of the Effective Date, the Aggregate Commitment is
$150,000,000.

     

    “AII” means AmTrust
International Insurance Ltd., a company organized under the laws of
Bermuda.

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect
on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month
Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%, provided that, for
the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the
rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute
page of such page) at approximately 11:00 a.m. London time on such
day.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate,
respectively.

     

    “A.M. Best Company”
means A.M. Best Company, Inc., and any successor thereto.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Applicable Insurance
Regulatory Authority” means, when used with respect to any Regulated
Insurance Company, (a) the insurance department or similar Governmental
Authority located in the state or jurisdiction (domestic or foreign) in which
such Regulated Insurance Company is domiciled or (ii) to the extent
asserting regulatory jurisdiction over such Regulated Insurance Company, the
insurance department, authority or agency in each state or jurisdiction
(domestic or foreign) in which such Regulated Insurance Company is licensed, and
shall include any federal or national insurance regulatory department, authority
or agency that may be created and that asserts insurance regulatory jurisdiction
over such Regulated Insurance Company.

     

    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
Aggregate Commitment represented by such Lender’s Commitment; provided that, in the
case of Section 2.21 when a Defaulting Lender shall exist, “Applicable
Percentage” shall mean the percentage of the Aggregate Commitment (disregarding
any Defaulting Lender’s Commitment) represented by such Lender’s
Commitment.  If the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments and to any Lender’s status
as a Defaulting Lender at the time of determination.

     

    “Applicable Rate”
means, for any day, with respect to any Eurodollar Revolving Loan or any ABR
Revolving Loan or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
“Eurodollar Spread”, “ABR Spread” or “Commitment Fee Rate”, as the case may be,
based upon the Consolidated Leverage Ratio applicable on such date:

     

    
      
        
          
            
              
                
                  	 
      	 
      	
                          Consolidated Leverage Ratio:

                        	 
      	
                          Eurodollar

                          Spread

                        	 
      	
                          ABR

                          Spread

                        	 
      	
                          Commitment

                          Fee Rate

                        
	
                          Category
      1:

                        	 
      	
                          <
      0.15 to 1.00

                        	 
      	
                          2.00%

                        	 
      	
                          1.00%

                        	 
      	
                          0.35%

                        
	
                          Category
      2:

                        	 
      	
                          ≥ 0.15
      to 1.00 but

                          <
      0.25 to 1.00

                        	 
      	
                          2.25%

                        	 
      	
                          1.25%

                        	 
      	
                          0.40%

                        
	
                          Category
      3:

                        	
                            

                        	
                          ≥ 0.25
      to 1.00

                        	
                            

                        	
                          2.50%

                        	
                            

                        	
                          1.50%

                        	
                            

                        	
                          0.45%

                        


                

              

            

          

        

      

    

     

    For
purposes of the foregoing,

     

    (i) if at
any time the Borrower fails to deliver the Financials on or before the date the
Financials are due pursuant to Section 5.01, Category 3 shall be deemed
applicable for the period commencing three (3) Business Days after the
required date of delivery and ending on the date which is three
(3) Business Days after the Financials are actually delivered, after which
the Category shall be determined in accordance with the table above as
applicable;

     

    (ii)
adjustments, if any, to the Category then in effect shall be effective three
(3) Business Days after the Administrative Agent has received the
applicable Financials (it being understood and agreed that each change in
Category shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change); and

     

    (iii)
notwithstanding the foregoing, Category 2 shall be deemed to be applicable until
the Administrative Agent’s receipt of the applicable Financials for the
Borrower’s first fiscal quarter ending after the Effective Date (unless such
Financials demonstrate that Category 3 should have been applicable during such
period, in which case such other Category shall be deemed to be applicable
during such period) and adjustments to the Category then in effect shall
thereafter be effected in accordance with the preceding paragraphs.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Approved Fund” has
the meaning assigned to such term in Section 9.04.

     

    “Asset Sale” means any
Disposition or series of related Dispositions to any Person (other than the
Borrower and its Subsidiaries); provided, however, that an
Asset Sale shall not include the following:  (a) any Disposition
permitted pursuant to Section 6.05(a) or Section 6.05(b) (excluding
any such sales by operations or divisions discontinued or to be discontinued);
(b) any sale or other disposition of cash and Eligible Investments; provided, that, in
the case of Eligible Investments, (x) investments in such Eligible
Investments were permitted by Section 6.04(b) and (y) such sale or
disposition is made solely for and in connection with the Borrower’s investment
portfolio and in accordance with the Investment Policy of the Borrower; and
(c) any sale by the Borrower of its own Equity Interests.  For
avoidance of doubt, but without limiting the definition of Asset Sale in any
manner, any of the following shall be deemed to be an “Asset
Sale”:  (i) any Disposition of any Equity Interest of any
Subsidiary; (ii) any Disposition of any assets constituting a business,
business unit or division of, or all or substantially all of the business or
property of any Person; and (iii) any Disposition of any Equity Interest of
any Person (other than any Subsidiary) so long as such Equity Interests were not
owned by the Borrower or any of its Subsidiaries solely for investment purposes
for the Borrower’s investment portfolio in accordance with the Borrower’s
Investment Policy.

     

    “Assignment and
Assumption” means an assignment and assumption agreement entered into by
a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the
form of Exhibit
A or any other form approved by the Administrative Agent.

     

    “Augmenting Lender”
has the meaning assigned to such term in Section 2.20.

     

    “Available Revolving
Commitment” means, at any time with respect to any Lender, the Commitment
of such Lender then in effect minus the Revolving Credit Exposure of such Lender
at such time.

     

    “Availability Period”
means the period from and including the Effective Date to but excluding the
earlier of the Maturity Date and the date of termination of the
Commitments.

     

    “Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or
similar Person charged with the reorganization or liquidation of its business
appointed for it, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment, provided
that a Bankruptcy Event shall not result solely by virtue of any ownership
interest, or the acquisition of any ownership interest, in such Person by a
Governmental Authority or instrumentality thereof, provided, further, that such
ownership interest does not result in or provide such Person with immunity from
the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made by such Person.

     

    “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Board of Directors”
means, with respect to any Person, (i) in the case of any corporation, the
board of directors of such Person, (ii) in the case of any limited
liability company, the board of managers of such Person, (iii) in the case
of any partnership, the Board of Directors of the general partner of such Person
and (iv) in any other case, the functional equivalent of the
foregoing.

     

    “Borrower” means
AmTrust Financial Services, Inc., a Delaware corporation.

     

    “Borrowing” means
Revolving Loans of the same Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect.

     

    “Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with
Section 2.03.

     

    “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in Dollars in the
London interbank market.

     

    “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP (excluding all obligations under
operating leases required by the Financial Accounting Standards Board to be
classified or accounted for as capital leases), and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

     

    “Change in Control”
shall be deemed to have occurred if:

     

    (a)  (i)
the Permitted Holders (collectively) shall fail to own, or to have the power to
vote or direct the voting of, Voting Stock of the Borrower representing more
than 35% of the voting power of the total outstanding Voting Stock of the
Borrower, (ii) the Permitted Holders (collectively) cease to own Equity
Interests representing more than 35% of the total economic interests of the
Equity Interests of the Borrower or (iii) any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than
one or more Permitted Holders, is or becomes the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that for
purposes of this clause such person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of Voting Stock of the Borrower representing more
than 25% of the voting power of the total outstanding Voting Stock of the
Borrower; or

     

    (b)  during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of the Borrower (together with any new
directors whose election to such Board of Directors or whose nomination for
election was approved by a vote of a majority of the members of the Board of
Directors of the Borrower, which members comprising such majority are then still
in office and were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the
Borrower.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Change in Law” means
(a) the adoption of any law, rule, regulation or treaty after the date of
this Agreement, (b) any change in any law, rule, regulation or treaty or in
the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.15(b), by any lending office of such
Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with
any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the date of this Agreement;
provided however, that
notwithstanding anything herein to the contrary,  the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith shall be deemed to be a
“Change in Law”, regardless of the date enacted, adopted or issued.

     

    “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans.

     

    “Code” means the
Internal Revenue Code of 1986, as amended.

     

    “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender’s Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced or
terminated from time to time pursuant to Section 2.09, (b) increased
from time to time pursuant to Section 2.20 and (c) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.  The initial amount of each Lender’s
Commitment is set forth on Schedule 2.01, or in
the Assignment and Assumption or other documentation contemplated hereby
pursuant to which such Lender shall have assumed its Commitment, as
applicable.

     

    “Consolidated Fixed Charge
Coverage Ratio” means, at any date of determination, with respect to the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (a) the
maximum cash dividends available to the Borrower from its Regulated Insurance
Companies on such date (without prior approval from any Applicable Insurance
Regulatory Authority) to (b) the sum
of (i) the aggregate amount of all scheduled principal payments on all
Indebtedness of the Borrower and its Subsidiaries for the next succeeding four
fiscal quarters of the Borrower, plus (ii) the
Consolidated Interest Expense for the Test Period then ended, plus (iii) all
Consolidated Shareholder Distributions made during the Test Period then
ended.  Consolidated Fixed Charge Coverage Ratio shall be further
calculated in accordance with Section 6.15(g).

     

    “Consolidated Interest
Expense” means, for any period, the total consolidated interest expense
of the Borrower and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP.  Consolidated Interest
Expense shall be further calculated in accordance with
Section 6.15(g).

     

    “Consolidated Leverage
Ratio” means, at any date of determination, the ratio of
(a) Consolidated Total Debt to (b) Consolidated Total
Capitalization.

     

    “Consolidated Net
Income” means, for any period, for the Borrower and its Subsidiaries on a
consolidated basis, the net income of the Borrower and its Subsidiaries for such
period as such amount would be shown on the consolidated financial statements of
the Borrower for such period prepared in accordance with GAAP.

     

    “Consolidated Net
Worth” means, as of any date of determination, the Net Worth of the
Borrower and its Subsidiaries determined on a consolidated basis in accordance
with GAAP after appropriate deduction for any minority interests in
Subsidiaries; provided that the
aggregate outstanding amount of trust preferred securities of the Borrower and
its Subsidiaries shall only be included in Consolidated Net Worth to the extent
such amount would be included in a determination of the consolidated net worth
of the Borrower and its Subsidiaries under the applicable procedures and
guidelines of SAP as of the date hereof.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Consolidated Shareholder
Distributions” means all payments, dividends or distributions made by the
Borrower to any holder of the Equity Interest of the Borrower.

     

    “Consolidated Surplus”
means, at any date of determination, “surplus as regards to policyholders”
(calculated in accordance with SAP) of the Borrower and its Subsidiaries, on a
consolidated basis.

     

    “Consolidated Total
Capitalization” means, as of any date of determination, the sum of
(i) the principal amount of all outstanding Consolidated Total Debt and
(ii) Consolidated Net Worth at such time.

     

    “Consolidated Total
Debt” means, at any date of determination, all Indebtedness of the
Borrower and its Subsidiaries on a consolidated basis, plus, without
duplication, all Indebtedness of the Borrower in respect of the Junior
Subordinated Debentures, less the sum of the
following:  (i) the Maiden Debt; (ii) the aggregate
principal amount outstanding in respect of the Borrower’s obligations to
repurchase securities pursuant to Repurchase Agreements; (iii) the
aggregate amount of the Repurchase Liability; and (iv) the aggregate amount of
Guarantees otherwise included in such Indebtedness.  Notwithstanding
the foregoing, Indebtedness in respect of letters of credit shall not be
included in the determination of Consolidated Total Debt to the extent that any
such letter of credit is undrawn as of the date of determination.

     

    “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled” have meanings correlative thereto.

     

    “Controlled Charitable
Foundations” means, with respect to any individual, charitable
foundations that are controlled by such individual.

     

    “Controlled Entities”
means, with respect to any Family Trust, the corporations, limited liability
companies, trusts, partnerships or other similar entities that are assets of
such Family Trust and are controlled by such Family Trust.

     

    “Credit Event” means a
Borrowing, the issuance of a Letter of Credit, an LC Disbursement or any of the
foregoing.

     

    “Credit Party” means
the Administrative Agent, the Issuing Bank or any other Lender.

     

    “Debenture Indentures”
means the indentures governing the Junior Subordinated Debentures, including the
Existing Debentures.

     

    “Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws of the United States, any state thereof or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.

     

    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Defaulting Lender”
means any Lender that (a) has failed, within two Business Days of the date
required to be funded or paid, to (i) fund any portion of its Loans,
(ii) fund any portion of its participations in Letters of Credit or
(iii) pay over to any Credit Party any other amount required to be paid by
it hereunder, unless, in the case of clause (i) above, such Lender notifies
the Administrative Agent in writing that such failure is the result of such
Lender’s good faith determination that a condition precedent to funding
(specifically identified and including the particular default, if any) has not
been satisfied, (b) has notified the Borrower or any Credit Party in
writing, or has made a public statement to the effect, that it does not intend
or expect to comply with any of its funding obligations under this Agreement
(unless such writing or public statement indicates that such position is based
on such Lender’s good faith determination that a condition precedent
(specifically identified and including the particular default, if any) to
funding a Loan under this Agreement cannot be satisfied) or generally under
other agreements in which it commits to extend credit, (c) has failed,
within three Business Days after request by a Credit Party, acting in good
faith, to provide a certification in writing from an authorized officer of such
Lender that it will comply with its obligations (and is financially able to meet
such obligations) to fund prospective Loans and participations in then
outstanding Letters of Credit under this Agreement, provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon such
Credit Party’s receipt of such certification in form and substance satisfactory
to it and the Administrative Agent, or (d) has become the subject of a
Bankruptcy Event.

     

    “Disposition” means a
sale, lease or sub-lease (as lessor or sublessor), sale and leaseback,
assignment, conveyance, transfer or other disposition to any Person, in one
transaction or a series of transactions, of all or any part of the Borrower’s or
any of its Subsidiaries’ businesses, assets or properties of any kind, whether
real, personal, or mixed and whether tangible or intangible, whether now owned
or hereafter acquired, including, without limitation, notes and accounts
receivable and the Equity Interests of the Borrower’s Subsidiaries.

     

    “Documentation Agent”
means SunTrust Bank in its capacity as documentation agent for the credit
facility evidenced by this Agreement.

     

    “Dollars” or “$” refers to lawful
money of the United States of America.

     

    “Domestic Subsidiary”
means any Subsidiary of the Borrower other than a Foreign
Subsidiary.

     

    “Effective Date” means
the date on which the conditions specified in Section 4.01 are satisfied
(or waived in accordance with Section 9.02).

     

    “Eligible Investments”
means (a) Permitted Investments, (b) investments in debt and/or equity
securities, (c) investments in loan portfolios, (d) investments in
derivatives and other financial instruments and (e) Repurchase
Agreements.

     

    “Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the
foregoing.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    “Equity Interests”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interest.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

     

    “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or
(c) of the Code or, solely for purposes of Section 302 of ERISA and
Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

     

    “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30 day notice period is waived); (b) the existence with
respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any
of its ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt
by the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

     

    “Eurodollar”, when
used in reference to any Loan or Borrowing, means that such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to
the Adjusted LIBO Rate.

     

    “Event of Default” has
the meaning assigned to such term in Article VII.

     

    “Excluded Taxes”
means, with respect to any payment made by the Borrower under any Loan Document,
any of the following Taxes imposed on or with respect to a
Recipient:

     

    (a)
income or franchise Taxes imposed on (or measured by) net income by the United
States of America or any state or political subdivision thereof, or by the
jurisdiction under the laws of which such Recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits Taxes imposed by
the United States of America or any similar Taxes imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Non-U.S.
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.19(b)), any U.S. Federal withholding Taxes resulting from any law in
effect (including FATCA) on the date such Non-U.S. Lender becomes a party to
this Agreement (or designates a new lending office) or is attributable to such
Non U.S. Lender’s failure to comply with Section 2.17(f), except to the extent
that such Non-U.S. Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding Taxes pursuant to
Section 2.17(a).

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    “Existing Credit
Facilities” means the credit and loan facilities evidenced by each of (i)
the Loan Agreement, dated as of June 3, 2008, by and between the Borrower
and JPMorgan Chase Bank, N.A., as lender and (ii) the Uncommitted Line of Credit
Letter Agreement, dated as of June 3, 2008, by and between JPMorgan Chase Bank,
N.A. and the Borrower, each as amended, restated, supplemented or otherwise
modified prior to the date hereof.

     

    “Existing Debentures”
means, collectively, the following:  (a) the fixed/floating rate
junior subordinated deferrable interest debentures due 2037 of the Borrower in
the original aggregate principal amount of $40.0 million; (b) the
fixed/floating rate junior subordinated deferrable interest debentures due 2036
of the Borrower in the original aggregate principal amount of
$30.0 million; (c) the fixed/floating rate junior subordinated
deferrable interest debentures due March 2035 of the Borrower in the
original aggregate principal amount of $25.0 million; and (d) the
fixed/floating rate junior subordinated deferrable interest debentures due
June 2035 of the Borrower in the original aggregate principal amount of
$25.0 million; in each case with respect to the foregoing, issued to TOPS
Trusts pursuant to the applicable Existing Indenture, and as the same may be
further amended, amended and restated, supplemented or otherwise modified from
time to time in accordance with Section 6.13.

     

    “Existing Guarantees”
means, collectively, the following: (a) the Guarantee Agreement, dated as of
March 17, 2005, by and between the Borrower, as guarantor, and Wilmington Trust
Company, and issued in connection with the Structured Securities issued on or
about March 17, 2005; (b) the Guarantee Agreement, dated as of June 15, 2005, by
and between the Borrower, as guarantor, and Wilmington Trust Company, and issued
in connection with the Structured Securities issued on or about June 15, 2005;
(c) the Guarantee Agreement, dated July 25, 2006, by and between the Borrower,
as guarantor, and Wilmington Trust Company, and issued in connection with the
Structured Securities issued on or about July 25, 2006; and (d) the Guarantee
Agreement, dated as of March 22, 2007, by and between the Borrower, as
guarantor, and Wilmington Trust Company, and issued in connection with the
Structured Securities issued on or about March 22, 2007; in each case pursuant
to which the Borrower agreed to guarantee the payment of distributions and
payments on liquidation or redemption of the trust preferred securities issued
in connection therewith, but only in each case to the extent of funds held by
the trust that issued such trust preferred securities (such obligations of the
Borrower under such guarantee agreement are subordinate to all of the Borrower’s
senior and subordinated debt).

     

    “Existing Indentures”
means the indentures governing the Existing Debentures, as the same may be
further amended, amended and restated, supplemented or otherwise modified from
time to time in accordance with Section 6.13.

     

    “Existing Letters of
Credit” has the meaning assigned to such term in Section
2.06(a).

     

    “Existing Regulated Insurance
Companies” means, collectively, the Subsidiaries of the Borrower set
forth on Schedule
1.01.

     

    “Existing Structured
Securities” means, collectively, (a) each of the Existing
Debentures, (b) the common securities issued by the applicable TOPS Trust
to the Borrower in connection with such Existing Debentures, (c) the trust
preferred securities issued by such TOPS Trust in connection with such Existing
Debentures having substantially similar terms as such Existing Debentures and
(d) the Existing Guarantees and any other guarantee agreement executed and
delivered by the Borrower with respect to such issued trust preferred
securities, all of the foregoing as described in either (x) the Borrower’s
Form 8-K filed by the Borrower with the SEC on March 22, 2007, or
(y) Amendment No. 5 to the Borrower’s Form S-1 filed by the Borrower
with the SEC on November 8, 2006, as the case may be, and all of the
foregoing in clauses (a), (b), (c) and (d) above as may be
further amended, amended and restated, supplemented or otherwise modified from
time to time in accordance with Section 6.13.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Extended Letter of
Credit” has the meaning assigned to such term in Section
2.06(c).

     

    “Family Member” means,
with respect to any individual, any other individual having a relationship by
blood (to the second degree of consanguinity), marriage, or adoption to such
individual.

     

    “Family Trusts” means,
with respect to any individual, trusts or other estate planning vehicles
established for the benefit of such individual or Family Members of such
individual and in respect of which such individual or a Family Member of such
individual serves as trustee or in a similar capacity and has sole
control.

     

    “FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement
and any regulations or official interpretations thereof.

     

    “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     

    “Financial Officer” of
any Person means the chief financial officer, principal accounting officer,
treasurer or controller of such Person.

     

    “Financials” means the
annual or quarterly financial statements, and accompanying certificates and
other documents, of the Borrower and its Subsidiaries required to be delivered
pursuant to Section 5.01(a) or 5.01(b).

     

    “Foreign Pension Plan”
means any plan, fund (including any superannuation fund) or other similar
program established or maintained outside the United States by the Borrower or
any one or more of its Subsidiaries primarily for the benefit of employees of
the Borrower or such Subsidiaries residing outside the United States, which
plan, fund or other similar program provides, or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the
Code.

     

    “Foreign Subsidiary”
means any Subsidiary of the Borrower which is organized under the laws of any
jurisdiction outside of the United States.

     

    “GAAP” means generally
accepted accounting principles in the United States of America.

     

    “Governmental
Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “Guarantee” of or by
any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment or performance thereof, (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of
any letter of credit or letter of guaranty issued to support such Indebtedness
or obligation; provided, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.  The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith.  The term “Guarantee” as a verb
has a corresponding meaning.

     

    “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

     

    “Historical Statutory
Statements” has the meaning assigned to such term in
Section 3.04(b).

     

    “Increasing Lender”
has the meaning assigned to such term in Section 2.20.

     

    “Incremental Term
Loan” has the meaning assigned to such term in
Section 2.20.

     

    “Incremental Term Loan
Amendment” has the meaning assigned to such term in
Section 2.20.

     

    “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances of any kind; (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments; (c) all obligations of such Person upon which interest charges
are customarily paid or accrued; (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property
acquired by such Person; (e) all obligations of such Person in respect of
the deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business on normal trade terms and
not overdue by more than 90 days); (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, but limited to the fair market value of such property;
(g) all Capital Lease Obligations and synthetic lease obligations of such
Person; (h) all Swap Obligations of such Person; (i) all obligations,
contingent or otherwise, of such Person for the reimbursement of any obligor in
respect of letters of credit, letters of guaranty, bankers’ acceptances and
similar credit transactions; (j) the redemption price of all redeemable
preferred stock of such Person (but not accrued dividends on any preferred
stock), but only to the extent that such stock is redeemable at the option of
the holder or requires sinking fund or similar payments at any time prior to the
Maturity Date; and (k) all Guarantees by such Person in respect of
Indebtedness or obligations of others of the kinds referred to in
clauses (a) through (j) above.  The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to
any payment made by the Borrower under any Loan Document and (b) Other
Taxes.

     

    “Insurance Business”
means one or more aspects of the business of issuing or underwriting insurance
or reinsurance and other businesses reasonably related thereto.

     

    “Insurance Licenses”
has the meaning assigned to such term in Section 3.16.

     

    “Insurance Model Act”
means the Risk-Based Capital for Insurers Model Act as promulgated by the NAIC,
as amended from time to time.

     

    “Interest Election
Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.08.

     

    “Interest Payment
Date” means (a) with respect to any ABR Loan, the last Business Day
of each March, June, September and December and the Maturity Date and
(b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months’ duration after the first day of such Interest Period
and the Maturity Date.

     

    “Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the Borrower
may elect; provided, that
(i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless, in the case of a Eurodollar Borrowing only, such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest
Period pertaining to a Eurodollar Borrowing that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest
Period.  For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

     

    “Investment Policy”
means the investment policy of the Borrower as in effect from time to
time.

     

    “Investments” has the
meaning assigned to such term in Section 6.04.

     

    “IRS” means the United
States Internal Revenue Service.

     

    “Issuing Bank” means
JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in
Section 2.06(i).  The Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate so long as
such Affiliate expressly agrees to perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed
by it as the Issuing Bank.

     

    
      
         


      

      
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    “Junior Subordinated
Debentures” means, collectively, the following:  (a) the
Existing Debentures; and (b) any other subordinated debentures which
(i) by their terms (or by the terms of any security into which they are
convertible or for which they are exchangeable at the option of the holder
thereof), or upon the happening of any event mature or are mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or are
redeemable at the sole option of the holder thereof on or after the Maturity
Date, (ii) are issued pursuant to Debenture Indentures, (iii) are
issued to a TOPS Trust which issues to investors, simultaneously with the issues
of such debentures, trust preferred securities having substantially similar
terms as such debentures, (iv) mature after, and do not require any scheduled
amortization or other scheduled payments of principal prior to, the date that is
367 days after the Maturity Date and (v) are reasonably acceptable to the
Administrative Agent, in each case with respect to foregoing in clause (b)
above, as the same may be further amended, amended and restated, supplemented or
otherwise modified from time to time in accordance with
Section 6.13.

     

    “LC Collateral
Account” has the meaning assigned to such term in
Section 2.06(j).

     

    “LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of
Credit.

     

    “LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower
at such time.  The LC Exposure of any Lender at any time shall be its
Applicable Percentage of the total LC Exposure at such time.

     

    “Lenders” means the
Persons listed on Schedule 2.01 and any
other Person that shall have become a Lender hereunder pursuant to
Section 2.20 or pursuant to an Assignment and Assumption, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.

     

    “Letter of Credit”
means any letter of credit issued pursuant to this Agreement.

     

    “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page
of such service, or any successor to or substitute for such service, providing
rate quotations comparable to those currently provided on such page of such
service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to deposits in
Dollars in the London interbank market) at approximately 11:00 a.m., London
time, two (2) Business Days prior to the commencement of such Interest
Period, as the rate for deposits in Dollars with a maturity comparable to such
Interest Period.  In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which deposits in Dollars in an amount equal to $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of
the Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two (2) Business Days
prior to the commencement of such Interest Period.

     

    “Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.

     

    
      
         


      

      
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    “Loan Documents” means
this Agreement, any promissory notes issued pursuant to Section 2.10(e) of
this Agreement, any Letter of Credit applications and all other agreements,
instruments, documents and certificates identified in Section 4.01 executed
and delivered to, or in favor of, the Administrative Agent or any Lenders and
including all other pledges, powers of attorney, consents, assignments,
contracts, notices, letter of credit agreements and all other written matter
whether heretofore, now or hereafter executed by or on behalf of the Borrower,
or any employee of the Borrower, and delivered to the Administrative Agent or
any Lender in connection with this Agreement or the transactions contemplated
hereby.  Any reference in this Agreement or any other Loan Document to
a Loan Document shall include all appendices, exhibits or schedules thereto, and
all amendments, restatements, supplements or other modifications thereto, and
shall refer to this Agreement or such Loan Document as the same may be in effect
at any and all times such reference becomes operative.

     

    “Loans” means the
loans made by the Lenders to the Borrower pursuant to this
Agreement.

     

    “Maiden Debt” means
all Indebtedness and other obligations and liabilities of AII to Maiden
Insurance under a loan agreement between AII and Maiden Insurance, pursuant to
which Maiden Insurance lends funds to AII from time to time for the amount of
the obligations of the Borrower’s U.S., Irish and U.K. insurance companies (the
“AmTrust Ceding
Insurers”) that AII is obligated to secure, not to exceed an amount equal
to Maiden Insurance’s proportionate share of such obligations to such AmTrust
Ceding Insurers in accordance with certain quota share reinsurance agreements,
all of the foregoing as described in the Borrower’s Form 10-Q filed by the
Borrower with the SEC on November 9, 2010, as such loan agreement and any other
documents entered into in connection therewith may be amended from time to
time.

     

    “Maiden Insurance”
means Maiden Insurance Company, Ltd., a company organized under the laws of
Bermuda and a wholly-owned subsidiary of Maiden Holdings, Inc., a Bermuda
insurance holding company.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
operations or condition (financial or otherwise) of the Borrower and the
Subsidiaries taken as a whole or (b) the validity or enforceability of this
Agreement or any and all other Loan Documents or the rights or remedies of the
Administrative Agent and the Lenders thereunder.

     

    “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit) of any one or more of the Borrower and its Subsidiaries in an aggregate
principal amount exceeding the Threshold Amount.  For purposes of
determining Material Indebtedness, the “principal amount” of the obligations of
the Borrower or any Subsidiary in respect of any Swap Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Subsidiary would be required to pay if such Swap
Agreement were terminated at such time.

     

    “Maturity Date” means
January 28, 2014.

     

    “Moody’s” means
Moody’s Investors Service, Inc.

     

    “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

     

    
      
         


      

      
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    “NAIC” means the
National Association of Insurance Commissioners and any successor
thereto.

     

    “Net Worth” means, as
to any Person, the sum of its capital stock (including its preferred stock),
capital in excess of par or stated value of shares of its capital stock
(including its preferred stock), retained earnings and any other account which,
in accordance with GAAP, constitutes stockholders equity, but excluding the
effects of Financial Accounting Statement No. 115.

     

    “Non-U.S.  Lender”
means a Lender that is not a U.S. Person.

     

    “Obligations” means
(a) all obligations of the Borrower from time to time arising under or in
respect of the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing during the pendency
of any proceeding under any Debtor Relief Laws, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, and (ii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
proceeding under any Debtor Relief Laws, regardless of whether allowed or
allowable in such proceeding), of the Borrower under this Agreement and the
other Loan Documents, and (b) the due and punctual performance of all
covenants, agreements, obligations and liabilities of the Borrower under or
pursuant to this Agreement and the other Loan Documents.

     

    “Organizational
Documents” means, with respect to any Person, (i) in the case of any
corporation, the certificate of incorporation and by-laws (or similar documents)
of such Person, (ii) in the case of any limited liability company, the
certificate of formation and operating agreement (or similar documents) of such
Person, (iii) in the case of any limited partnership, the certificate of
formation and limited partnership agreement (or similar documents) of such
Person, (iv) in the case of any general partnership, the partnership
agreement (or similar document) of such Person and (v) in any other case,
the functional equivalent of the foregoing.

     

    “Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of
a present or former connection between such Recipient and the jurisdiction
imposing such Taxes (other than a connection arising from such Recipient having
executed, delivered, enforced, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under,
or engaged in any other transaction pursuant to, or enforced, any Loan Document,
or sold or assigned an interest in any Loan Document).

     

    “Other Taxes” means
any present or future stamp, court, documentary, intangible, recording, filing
or similar excise or property Taxes that arise from any payment made under, from
the execution, delivery, performance, enforcement or registration of, or from
the registration, receipt or perfection of a security interest under, or
otherwise with respect to, any Loan Document, except any such Taxes that are
Other Connection Taxes imposed with respect to an assignment (other than an
assignment under Section 2.19(b)).

     

    “Parent” means, with
respect to any Lender, any Person as to which such Lender is, directly or
indirectly, a subsidiary.

     

    “Participant” has the
meaning assigned to such term in Section 9.04.

     

    “Participant Register”
has the meaning assigned to such term in Section 9.04(c).

     

    
      
         


      

      
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    “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

     

    “Permitted
Acquisition” means any acquisition, whether by purchase, merger,
consolidation or otherwise, by the Borrower or any of its Subsidiaries of
(a) all or substantially all of the property of any Person, or of any
business, book of business, business unit or division of any Person or
(b) Equity Interests of any Person, and otherwise causing such Person to
become a Subsidiary, if each of the following conditions is met:

     

    (i) in
the case of the acquisition of Equity Interest of such Person, upon the
consummation thereof, such Equity Interests acquired or otherwise issued by such
Person or any newly-formed Subsidiary of the Borrower in connection with such
acquisition shall be wholly-owned directly by the Borrower or one or more
Subsidiaries;

     

    (ii) in
the case of the acquisition of all or substantially all of the property of or of
any business, business unit or division of any Person, in each case, upon the
consummation thereof, such property, business, business unit or division shall
be wholly-owned directly by the Borrower or one or more
Subsidiaries;

     

    (iii) no
Default then exists or would result therefrom;

     

    (iv)
after giving effect to such acquisition on a Pro Forma Basis, the Borrower
shall be in compliance with Section 6.15(c) as of the last day of the Test
Period most recently ended (as determined in accordance with
Section 6.15(g));

     

    (v)
neither the Borrower nor any of its Subsidiaries shall, in connection with any
such transaction, assume or remain liable with respect to any Indebtedness or
other liability (including any material tax or ERISA liability) of the related
seller or the business, Person or properties acquired, except (A) to the
extent permitted under Section 6.01 and (B) obligations not
constituting Indebtedness incurred in the ordinary course of business and
necessary or desirable to the continued operation of the underlying properties,
and any other such liabilities or obligations not permitted to be assumed or
otherwise supported by the Borrower or any other Subsidiary hereunder shall be
paid in full or released as to the business, Persons or properties being so
acquired on or before the consummation of such acquisition;

     

    (vi) the
Person or business to be acquired shall be, or shall be engaged in, a business
of the type that the Borrower and its Subsidiaries are permitted to be engaged
in under Section 6.10, the property acquired in connection with any such
transaction shall be free and clear of any Liens, other than Permitted
Encumbrances and Liens permitted under Section 6.02(h) and the property to be
acquired is to be used in a business of the type that the Borrower and its
Subsidiaries are permitted to be engaged in under
Section 6.10;

     

    (vii) the
Board of Directors of the Person to be acquired shall not have indicated
publicly its opposition to the consummation of such acquisition (which
opposition has not been publicly withdrawn);

     

    (viii)
transactions in connection therewith shall be consummated in accordance with all
applicable Requirements of Law;

     

    
      
         


      

      
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    (ix) in
connection with a transaction involving consideration in excess of $50,000,000,
the Borrower shall have provided the Administrative Agent with financial
statements of the Person or business to be acquired and all such other
information and data relating to such transaction or the Person or business to
be acquired as may be reasonably requested by the Administrative Agent;
and

     

    (x) at
least 5 Business Days prior to the proposed date of consummation of the
transaction, the Borrower shall have delivered to the Administrative Agent a
certificate of a Financial Officer of the Borrower certifying that (A) such
transaction complies with this definition (which shall have attached thereto
reasonably detailed backup data and calculations showing such compliance), and
(B) such transaction could not reasonably be expected to result in a
Material Adverse Effect.

     

    “Permitted
Encumbrances” means:

     

    (a) Liens
for Taxes not yet due or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with
GAAP;

     

    (b)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business which are not overdue for a
period of more than 30 days or which are being contested in good faith and
by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable
Person;

     

    (c)
pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

     

    (d) Liens
given in lieu of surety, stay or appeal bonds or deposits required by law or any
governmental regulations, court order or judgment as a condition to the
transaction of business or the exercise of any right, privilege or
license;

     

    (e) Liens
securing judgments not constituting an Event of Default under clause (k) of
Article VII;

     

    (f)
easements, zoning restrictions, rights-of-way and similar encumbrances on real
property imposed by law or arising in the ordinary course of business that do
not secure any monetary obligations and do not materially detract from the value
of the affected property or interfere with the ordinary conduct of business of
the Borrower or any Subsidiary; and

     

    (g) Liens
granted in the ordinary course of business and consistent with past practices on
invested assets pursuant to trust, withheld balances or other security
arrangements in connection with (i) reinsurance policies entered into in the
ordinary course of business or (ii) regulatory requirements.

     

    provided that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

     

    “Permitted Holders”
means, collectively, (a) George Karfunkel and his Permitted Related
Persons, (b) Michael Karfunkel and his Permitted Related Persons, and
(c) Barry D. Zyskind and his Permitted Related Persons.

     

    “Permitted
Investments” means:

     

    
      
         


      

      
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    (a)  direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit
of the United States of America), in each case maturing within one year from the
date of acquisition thereof;

     

    (b)  investments
in commercial paper maturing within one year from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating
obtainable from S&P or from Moody’s;

     

    (c)  investments
in certificates of deposit, banker’s acceptances and time deposits maturing
within one year from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any
domestic office of any commercial bank organized under the laws of the United
States of America or any State thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000;

     

    (d)  fully
collateralized repurchase agreements with a term of not more than thirty
(30) days for securities described in clause (a) above and entered
into with a financial institution satisfying the criteria described in
clause (c) above; and

     

    (e)  money
market funds that (i) comply with the criteria set forth in SEC
Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA
by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least
$5,000,000,000.

     

    “Permitted Qualifying
Subordinated Indebtedness” means unsecured Indebtedness of the Borrower;
provided that
(i) both immediately prior to and after giving effect (including pro forma
effect) thereto, no Default or Event of Default shall exist or result therefrom,
(ii) such Indebtedness matures after, and does not require any scheduled
amortization or other scheduled payments of principal prior to, the date that is
367 days after the Maturity Date, (iii) such Indebtedness is not guaranteed by
any Subsidiary of the Borrower other than the Subsidiary Guarantors (which
guarantees shall be expressly subordinated to the Obligations on terms
reasonably acceptable to the Administrative Agent), (iv) such Indebtedness shall
be expressly subordinated to the Obligations on terms reasonably acceptable to
the Administrative Agent and (v) the aggregate principal amount of Indebtedness
permitted to be issued or incurred under this definition shall not exceed
$100,000,000 at any time outstanding.

     

    “Permitted Related
Persons” means, with respect to any individual, (a) the Family Members of
such individual, (b) the Family Trusts of such individual and the Controlled
Entities of such Family Trusts and (c) the Controlled Charitable Foundations of
such individual.

     

    “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

     

    “Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

     

    “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank, N.A. as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.

     

    
      
         


      

      
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    “Pro Forma Basis”
means on a basis in accordance with GAAP and Regulation S-X and otherwise
reasonably satisfactory to the Administrative Agent.

     

    “Purchase Money
Obligation” means, for any Person, the obligations of such Person in
respect of Indebtedness (including Capital Lease Obligations) incurred for the
purpose of financing all or any part of the purchase price of any fixed or
capital assets or the cost of installation, construction or improvement of any
such assets and any refinancing thereof; provided, however, that
(i) such Indebtedness is incurred within one year after such acquisition,
installation, construction or improvement of such assets by such person and
(ii) the amount of such Indebtedness does not exceed 100% of the cost of
such acquisition, installation, construction or improvement, as the case may
be.

     

    “Recipient” means, as
applicable, (a) the Administrative Agent, (b) any Lender and
(c) the Issuing Bank.

     

    “Register” has the
meaning assigned to such term in Section 9.04.

     

    “Regulated Insurance
Company” means any Subsidiary of the Borrower that is an authorized or
admitted insurance carrier that transacts Insurance Business in any jurisdiction
(foreign or domestic) and is regulated by any Applicable Insurance Regulatory
Authority.

     

    “Regulation S-X” means
Regulation S-X under the Securities Act of 1933, as amended.

     

    “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.

     

    “Repurchase Agreement”
means a repurchase agreement entered into by the Borrower from time to time
pursuant to which the Borrower shall have sold securities to a third party and
has agreed to repurchase such security at a specified time in the future; provided, that such
repurchase agreement shall have been entered into by the Borrower solely in
connection with the Borrower’s investment portfolio and in accordance with the
Investment Policy of the Borrower.

     

    “Repurchase Liability”
means, at any date of determination, the liability of the Borrower to purchase
securities in the market that are identical to those securities it borrowed and
sold pursuant to Repurchase Transactions (it being understood that such
liability shall be measured based on the then market value of such
security).

     

    “Repurchase
Transaction” means a repurchase transaction in which the Borrower borrows
a security and delivers it to a purchaser and at a later date, the Borrower
purchases the identical security in the market to replace the borrowed security;
provided, that
such transaction shall have been entered into by the Borrower solely in
connection with the Borrower’s investment portfolio and in accordance with the
Investment Policy of the Borrower.

     

    “Required Lenders”
means, subject to Section 2.21(b), at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such
time.

     

    “Requirements of Law”
means, collectively, any and all requirements of any Governmental Authority
including any and all laws, judgments, orders, decrees, ordinances, rules,
regulations, statutes or case law.

     

    
      
         


      

      
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    “Responsible Officer”
of any Person means any executive officer or Financial Officer of such person
and any other officer or similar official thereof with responsibility for the
administration of the obligations of such Person in respect of this
Agreement.

     

    “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interest or other equity interest of the
Borrower or any of its Subsidiaries, or any payment (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, defeasance, acquisition, cancellation or
termination of any such Equity Interest or other equity interest, or on account
of any return of capital to any of such Person’s stockholders, partners or
members (or the equivalent of any thereof), or any option, warrant or other
right to acquire any such Equity Interest or other equity
interests.

     

    “Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Revolving Loans and its LC
Exposure at such time.

     

    “Revolving Loan” means
a Loan made pursuant to Section 2.01.

     

    “S&P” means
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial
Services LLC business.

     

    “SAP” means, with
respect to any Regulated Insurance Company, the statutory accounting principles
and accounting procedures and practices prescribed or permitted by the
Applicable Insurance Regulatory Authority of the state or jurisdiction in which
such Regulated Insurance Company is domiciled; it being understood and agreed
that determinations in accordance with SAP for purposes of Section 6.15,
including defined terms as used therein, are subject (to the extent provided
therein) to Section 1.04.

     

    “SEC” means the United
States Securities and Exchange Commission.

     

    “Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board to which the Administrative Agent is subject for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board).  Such reserve percentages shall include those imposed pursuant
to such Regulation D of the Board.  Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such
Regulation D of the Board or any comparable regulation.  The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

     

    “Statutory Statements”
means, with respect to any Regulated Insurance Company for any fiscal year, the
annual or quarterly financial statements of such Regulated Insurance Company as
required to be filed with the Applicable Insurance Regulatory Authority of its
jurisdiction of domicile and in accordance with the laws of such jurisdiction,
together with all exhibits, schedules, certificates and actuarial opinions
required to be filed or delivered therewith.

     

    “Strategic Investment”
means (i) Investments by the Borrower or any Subsidiary in less than 50% of the
Equity Interests of a Person and (ii) loans or advances by the Borrower or any
Subsidiary to a Person, in the case of each of (i) and (ii), that is engaged in
a business of the type in which the Borrower and its Subsidiaries are permitted
to engage under Section 6.10 and with which the Borrower or such Subsidiary has
an arms’-length written agreement for the provision by such Person of
services, goods or other assets useful in the Borrower’s or any Subsidiary’s
business.

     

    
      
         


      

      
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    “Structured
Securities” means, collectively, the following:  (a) the
Existing Structured Securities; and (b) (i) any other Junior Subordinated
Debentures, (ii) the common securities issued by TOPS Trusts to the
Borrower in connection with such other Junior Subordinated Debentures,
(iii) the trust preferred securities issued by TOPS Trusts in connection
with such other Junior Subordinated Debentures and having substantially similar
terms as such Junior Subordinated Debentures and (iv) any guarantee
executed and delivered by the Borrower with respect to such trust preferred
securities, in each case with respect to the foregoing in clause (b) above,
all reasonably acceptable to the Administrative Agent and as the same may be
further amended, amended and restated, supplemented or otherwise modified from
time to time in accordance with Section 6.13.

     

    “Subordinated
Indebtedness” means any Indebtedness of the Borrower or any Subsidiary
the payment of which is subordinated to payment of the obligations under the
Loan Documents.

     

    “subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, Controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

     

    “Subsidiary” means any
subsidiary of the Borrower.

     

    “Substantial Portion”
means, with respect to the assets of the Borrower and its Subsidiaries, assets
which (a) represent more than 10% of the consolidated assets of the
Borrower and its Subsidiaries as would be shown in the consolidated financial
statements of the Borrower and its Subsidiaries as of December 31, 2011, or
(b) are responsible for generating more than 10% of the consolidated net
revenues or of the Consolidated Net Income of the Borrower and its Subsidiaries
as reflected in the financial statements referred to in clause (a)
above.

     

    “Swap Agreement” means
any transaction (including an agreement with respect thereto) that is a rate
swap, basis swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option, derivative transaction or
any other similar transaction (including any option with respect to any of these
transactions) or any combination thereof, whether linked to one or more interest
rates, foreign currencies, commodity prices, equity prices or other financial
measures.

     

    “Swap Obligations”
means obligations under or with respect to Swap Agreements.

     

    “Syndication Agent”
means The Bank of Nova Scotia in its capacity as syndication agent for the
credit facility evidenced by this Agreement.

     

    
      
         


      

      
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    “Taxes” means any
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable
thereto.

     

    “Test Period” means,
at any time, the four consecutive fiscal quarters of the Borrower then last
ended.

     

    “Threshold Amount”
means $10,000,000.

     

    “TOPS Trust” means a
trust sponsored by the Borrower created for the sole purpose of issuing its
trust preferred and common securities in connection with the issuance of Junior
Subordinated Debentures and which is not part of the Borrower’s consolidated
group of entities in accordance with GAAP.

     

    “Transactions” means
the execution, delivery and performance by the Borrower of this Agreement and
the other Loan Documents, the borrowing of Loans and other credit extensions,
the use of the proceeds thereof and the issuance of Letters of Credit
hereunder.

     

    “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

     

    “UBI Seller” means
Trinity Universal Insurance Company, Inc., a Texas corporation.

     

    “UBI Seller Note”
means the Promissory Note, dated as of June 1, 2008, made by the Borrower
and payable to the UBI Seller in the original principal amount of
$30.0 million, as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with
Section 6.14.

     

    “UBI Seller Note
Obligations” means all obligations, liabilities and indebtedness of the
Borrower to the UBI Seller arising under or pursuant to the UBI Seller
Note.

     

    “U.S. Person” means a
“United States person” within the meaning of Section 7701(a)(30) of the
Code.

     

    “U.S. Regulated Insurance
Company” means a Regulated Insurance Company organized under the laws of
a jurisdiction within the United States.

     

    “U.S. Tax Certificate”
has the meaning assigned to such term in
Section 2.17(f)(ii)(D)(2).

     

    “Voting Stock” means,
with respect to any Person, any class or classes of Equity Interests pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the Board of Directors of such
Person.

     

    “Wholly Owned
Subsidiary” means, with respect to any Person, any corporation,
partnership, limited liability company or other entity of which all of the
Equity Interests (other than, in the case of a corporation, directors’
qualifying shares or nominee shares required under applicable law) are directly
or indirectly owned or controlled by such Person and/or one or more Wholly Owned
Subsidiaries of such Person.  Unless the context clearly requires
otherwise, all references to any Wholly Owned Subsidiary shall mean a Wholly
Owned Subsidiary of the Borrower.

     

    
      
         


      

      
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    “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

     

    “Withholding Agent”
means the Borrower and the Administrative Agent.

     

    SECTION
1.02.    Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar
Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”).  Borrowings also may be classified and referred to
by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar
Revolving Borrowing”).

     

    SECTION
1.03.    Terms Generally.  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”.  The word
“will” shall be construed to have the same meaning and effect as the word
“shall”.  The word “law” shall be construed as referring to all
statutes, rules, regulations, codes and other laws (including official rulings
and interpretations thereunder having the force of law or with which affected
Persons customarily comply), and all judgments, orders and decrees, of all
Governmental Authorities.  Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, restatements,
supplements or modifications set forth herein), (b) any definition of or
reference to any statute, rule or regulation shall be construed as referring
thereto as from time to time amended, supplemented or otherwise modified
(including by succession of comparable successor laws), (c) any reference
herein to any Person shall be construed to include such Person’s successors and
assigns (subject to any restrictions on assignment set forth herein) and, in the
case of any Governmental Authority, any other Governmental Authority that shall
have succeeded to any or all functions thereof, (d) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (e) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (f) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

     

    SECTION
1.04.    Accounting Terms; GAAP;
SAP.  Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP or SAP, as the case may be, as in effect from time to time;
provided that,
if the Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or SAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or SAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP or SAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.  Notwithstanding any other provision contained herein, all
terms of an accounting or financial nature used herein shall be construed, and
all computations of amounts and ratios referred to herein shall be made
(i) without giving effect to any election under Accounting Standards
Codification 825-10-25 (previously referred to as Statement of Financial
Accounting Standards 159) (or any other Accounting Standards Codification or
Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair
value”, as defined therein and (ii) without giving effect to any treatment
of Indebtedness in respect of convertible debt instruments under Financial
Accounting Standards Board Staff Position APB 14-1 to value any such
Indebtedness in a reduced or bifurcated manner as described therein, and such
Indebtedness shall at all times be valued at the full stated principal amount
thereof.

     

    
      
        
        

      

      
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    SECTION
1.05.    Status of Obligations.  In
the event that the Borrower shall at any time issue or have outstanding any
Subordinated Indebtedness, the Borrower shall take all such actions as shall be
necessary to cause the Obligations to constitute senior indebtedness (however
denominated) in respect of such Subordinated Indebtedness and to enable the
Administrative Agent and the Lenders to have and exercise any payment blockage
or other remedies available or potentially available to holders of senior
indebtedness under the terms of such Subordinated
Indebtedness.  Without limiting the foregoing, the Obligations are
hereby designated as “senior indebtedness” and as “designated senior
indebtedness” and words of similar import under and in respect of any indenture
or other agreement or instrument under which such Subordinated Indebtedness is
outstanding and are further given all such other designations as shall be
required under the terms of any such Subordinated Indebtedness in order that the
Lenders may have and exercise any payment blockage or other remedies available
or potentially available to holders of senior indebtedness under the terms of
such Subordinated Indebtedness.

     

    ARTICLE
II

     

    The
Credits

     

    SECTION
2.01.    Commitments.  Subject to the
terms and conditions set forth herein, each Lender agrees to make Revolving
Loans to the Borrower in Dollars from time to time during the Availability
Period in an aggregate principal amount that will not result in (a) such
Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or
(b) the sum of the total Revolving Credit Exposures exceeding the Aggregate
Commitment.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.

     

    SECTION
2.02.    Loans and
Borrowings.  (a)  Each Revolving Loan shall be made
as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably
in accordance with their respective Commitments.  The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender’s failure to make Loans as required.

     

    (b)
Subject to Section 2.14, each Revolving Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith.  Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan (and in the case of an Affiliate, the provisions of
Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the
same extent as to such Lender); provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.

     

    (c) At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$100,000 and not less than $2,500,000.  At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $100,000 and not less than $500,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the Aggregate Commitment or that is required to finance the
reimbursement of an LC Disbursement as contemplated by
Section 2.06(e).  Borrowings of more than one Type and Class may
be outstanding at the same time; provided that there
shall not at any time be more than a total of eight (8) Eurodollar
Revolving Borrowings outstanding.

     

    
      
         


      

      
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    (d)
Notwithstanding any other provision of this Agreement, the Borrower shall not be
entitled to request, or to elect to convert or continue, any Borrowing if the
Interest Period requested with respect thereto would end after the Maturity
Date.

     

    SECTION
2.03.    Requests for Revolving
Borrowings.  To request a Revolving Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three (3) Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than
11:00 a.m., New York City time, one (1) Business Day before the date
of the proposed Borrowing; provided that any
such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e) may be given not later than
10:00 a.m., New York City time, on the date of the proposed
Borrowing.  Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower.  Each such telephonic
and written Borrowing Request shall specify the following information in
compliance with Section 2.02:

     

    (i) the
aggregate amount of the requested Borrowing;

     

    (ii) the
date of such Borrowing, which shall be a Business Day;

     

    (iii)
whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

     

    (iv) in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and

     

    (v) the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of
Section 2.07.

     

    If no
election as to the Type of Revolving Borrowing is specified, then the requested
Revolving Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month’s
duration.  Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender’s Loan to be made as
part of the requested Borrowing.

     

    SECTION
2.04.    Intentionally Omitted.

     

    SECTION
2.05.    Intentionally Omitted.

     

    SECTION
2.06.    Letters of
Credit.  (a)  General.  Subject
to the terms and conditions set forth
herein, the Borrower or AII may request the issuance of Letters of Credit
denominated in Dollars for the Borrower’s account or for the account of AII, in
a form reasonably acceptable to the Administrative Agent and the Issuing Bank,
at any time and from time to time during the Availability Period.  In
the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.  The letters of credit
identified on Schedule
2.06 (the “Existing Letters of
Credit”) shall be deemed to be “Letters of Credit” issued on the
Effective Date for all purposes of the Loan
Documents.  Notwithstanding the foregoing or anything else contained
in this Agreement to the contrary, no Letter of Credit may be issued to support
obligations with respect to syndicates at the Society of Lloyd’s.

     

    
      
        
        

      

      
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    (b) Notice of Issuance,
Amendment, Renewal, Extension; Certain
Conditions.  To request the issuance of a Letter of Credit (or
the amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing
Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of
the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall
be necessary to prepare, amend, renew or extend such Letter of
Credit.  If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank’s standard form in
connection with any request for a Letter of Credit.  A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the amount of the LC Exposure shall not
exceed $50,000,000 and (ii) the sum of the total Revolving Credit Exposures
shall not exceed the Aggregate Commitment.

     

    (c) Expiration
Date.  Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the
date that is five (5) Business Days prior to the Maturity Date; provided that any
Letter of Credit which is issued in the final year prior to the Maturity Date
may have an expiry date which is no later than the date which is one year after
the Maturity Date if cash collateralized as contemplated by Section 2.06(j)
below (each such Letter of Credit, an “Extended Letter of
Credit”).

     

    (d) Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and
each Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due
as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason.  Each
Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.

     

    
      
         


      

      
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    (e) Reimbursement.  If
the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit
(including, for the avoidance of doubt, a Letter of Credit issued for the
account of AII), the Borrower shall reimburse such LC Disbursement by paying to
the Administrative Agent in Dollars the amount equal to such LC Disbursement,
calculated as of the date the Issuing Bank made such LC Disbursement not later
than 12:00 noon, New York City time, on the date that such LC Disbursement is
made, if the Borrower shall have received notice of such LC Disbursement prior
to 10:00 a.m., New York City time, on such date, or, if such notice
has not been received by the Borrower prior to such time on such date, then not
later than 12:00 noon, New York City time, on the Business Day immediately
following the day that the Borrower receives such notice, if such notice is not
received prior to such time on the day of receipt; provided that, if
such LC Disbursement is not less than $1,000,000, the Borrower may, subject to
the conditions to borrowing set forth herein, request in accordance with
Section 2.03 that such payment be financed with an ABR Revolving Borrowing
in an equivalent amount of such LC Disbursement and, to the extent so financed,
the Borrower’s obligation to make such payment shall be discharged and replaced
by the resulting ABR Revolving Borrowing.  If the Borrower fails to
make such payment when due, the Administrative Agent shall notify each Lender of
the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender’s Applicable Percentage
thereof.  Promptly following receipt of such notice, each Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrower, in the same manner as provided in Section 2.07 with
respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the
Lenders.  Promptly following receipt by the Administrative Agent of
any payment from the Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank as their interests may
appear.  Any payment made by a Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall
not relieve the Borrower of its obligation to reimburse such LC
Disbursement.

     

    (f) Obligations
Absolute.  The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein,
(ii) any draft or other document presented under a Letter of Credit proving
to be forged, fraudulent or invalid in any respect or any statement therein
being untrue or inaccurate in any respect, (iii) payment by the Issuing
Bank under a Letter of Credit against presentation of a draft or other document
that does not comply with the terms of such Letter of Credit, or (iv) any
other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of, or provide a right of setoff against, the
Borrower’s obligations hereunder.  Neither the Administrative Agent,
the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any
payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank; provided that the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank’s failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof.  The parties hereto expressly agree that, in the absence of
gross negligence or willful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination.  In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

     

    
      
         


      

      
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    (g) Disbursement
Procedures.  The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Borrower of
its obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.

     

    (h) Interim
Interest.  If the Issuing Bank shall make any LC Disbursement,
then, unless the Borrower shall reimburse such LC Disbursement in full on the
date such LC Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.13(c) shall
apply.  Interest accrued pursuant to this paragraph shall be for the
account of the Issuing Bank, except that interest accrued on and after the date
of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the extent
of such payment.

     

    (i) Replacement of Issuing
Bank.  The Issuing Bank may be replaced at any time by written
agreement among the Borrower, the Administrative Agent, the replaced Issuing
Bank and the successor Issuing Bank.  The Administrative Agent shall
notify the Lenders of any such replacement of the Issuing Bank.  At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term
“Issuing Bank” shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require.  After the replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit then outstanding and issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

     

    
      
         


      

      
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    (j) Cash
Collateralization.  If (x) any Event of Default shall occur and
be continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing greater than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, or (y) the Borrower requests the issuance of an Extended Letter of
Credit, the Borrower shall deposit in an account with the Administrative Agent,
in the name of the Administrative Agent and for the benefit of the Lenders (the
“LC Collateral
Account”), an amount in cash equal to 105% of the amount of the LC
Exposure in respect of such Extended Letter of Credit (in the case of the
foregoing clause (y)) or in the aggregate (in the case of the foregoing clause
(x) as of such date plus any accrued and unpaid interest thereon); provided that the
obligation to deposit such cash collateral shall (1) in the case of an Extended
Letter of Credit, be required by no later than the date of issuance, renewal or
extension of such Extended Letter of Credit and (2) become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrower described in clause (h) or (i) of
Article VII.  Such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the
Obligations.  The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such
account.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and at the Borrower’s risk and expense, such deposits
shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC
Exposure  representing greater than 50% of the total LC Exposure), be
applied to satisfy other Obligations.  If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower within three (3) Business Days after all Events
of Default have been cured or waived.

     

    SECTION
2.07.    Funding of
Borrowings.  (a)  Each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders in an amount equal to such Lender’s Applicable
Percentage.  The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in New York
City or Chicago and designated by the Borrower in the applicable Borrowing
Request; provided that ABR
Revolving Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.06(e) shall be remitted by the Administrative Agent
to the Issuing Bank.

     

    (b)
Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing that such Lender will not make available
to the Administrative Agent such Lender’s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount.  In such event, if a Lender has not in fact made its share of
the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the
Borrower, the interest rate applicable to ABR Loans.  If such Lender
pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing.

     

    SECTION
2.08.    Interest
Elections.  (a)  Each Revolving Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period
as specified in such Borrowing Request.  Thereafter, the Borrower may
elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section.  The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate
Borrowing.

     

    
      
         


      

      
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    (b) To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election.  Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the Borrower.  Notwithstanding any contrary provision herein, this
Section shall not be construed to permit the Borrower to elect an Interest
Period for Eurodollar Loans that does not comply with
Section 2.02(d).

     

    (c) Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

     

    (i) the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below
shall be specified for each resulting Borrowing);

     

    (ii) the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

     

    (iii)
whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and

     

    (iv) if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which Interest Period
shall be a period contemplated by the definition of the term “Interest
Period”.

     

    If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

     

    (d)
Promptly following receipt of an Interest Election Request, the Administrative
Agent shall advise each Lender of the details thereof and of such Lender’s
portion of each resulting Borrowing.

     

    (e) If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing.  Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Revolving Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.

     

    SECTION
2.09.    Termination and Reduction of
Commitments.  (a)  Unless previously terminated, the
Commitments shall terminate on the Maturity Date.

     

    (b) The
Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that
(i) each reduction of the Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Borrower shall not terminate or reduce the Commitments if, after giving effect
to any concurrent prepayment of the Loans in accordance with Section 2.11,
the sum of the Revolving Credit Exposures would exceed the Aggregate
Commitment.

     

    
      
         


      

      
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    (c) The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least three
(3) Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any notice, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each notice
delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.  Any termination or reduction of the
Commitments shall be permanent.  Each reduction of the Commitments
shall be made ratably among the Lenders in accordance with their respective
Commitments.

     

    SECTION
2.10.    Repayment of Loans; Evidence of
Debt.  (a)  The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Revolving Loan on the Maturity
Date.

     

    (b) Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

     

    (c) The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Class and Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.

     

    (d) The
entries made in the accounts maintained pursuant to paragraph (b) or
(c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

    (e) Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one
or more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

     

    
      
         


      

      
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    SECTION
2.11.    Prepayment of Loans.  The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with the
provisions of this Section 2.11.  The Borrower shall notify the
Administrative Agent by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Revolving
Borrowing, not later than 11:00 a.m., New York City time, three
(3) Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, one (1) Business Day before the date of
prepayment.  Each such notice shall be irrevocable and shall specify
the prepayment date and the principal amount of each Borrowing or portion
thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.09, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.09.  Promptly following receipt of any
such notice relating to a Revolving Borrowing, the Administrative Agent shall
advise the Lenders of the contents thereof.  Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.02.  Each prepayment of a Revolving Borrowing shall be
applied ratably to the Loans included in the prepaid
Borrowing.  Prepayments shall be accompanied by (i) accrued
interest to the extent required by Section 2.13 and (ii) break funding
payments pursuant to Section 2.16.  If at any time the sum of the
aggregate principal amount of all of the Revolving Credit Exposures exceeds the
Aggregate Commitment, the Borrower shall immediately (x) repay Borrowings and
(y) after all Borrowings have been repaid in full, cash collateralize LC
Exposure in an account with the Administrative Agent in the manner described in
Section 2.06(j), in an aggregate principal amount sufficient to cause the
aggregate principal amount of all Revolving Credit Exposures to be less than or
equal to the Aggregate Commitment.

     

    SECTION
2.12.    Fees.  (a)  The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at the Applicable Rate on the daily
amount of the Available Revolving Commitment of such Lender during the period
from and including the Effective Date to but excluding the date on which such
Commitment terminates; provided that, if
such Lender continues to have any Revolving Credit Exposure after its Commitment
terminates, then such commitment fee shall continue to accrue on the daily
amount of such Lender’s Revolving Credit Exposure from and including the date on
which its Commitment terminates to but excluding the date on which such Lender
ceases to have any Revolving Credit Exposure.  Accrued commitment fees
shall be payable in arrears on the last day of March, June, September and
December of each year and on the date on which the Commitments terminate,
commencing on the first such date to occur after the date hereof.  All
commitment fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

     

    (b) The
Borrower agrees to pay (i) to the Administrative Agent for the account of
each Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the same Applicable Rate used to determine the
interest rate applicable to Eurodollar Revolving Loans on the average daily
amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure and (ii) to the Issuing Bank for its own account a fronting fee,
which shall accrue at the rate of 0.125% per annum on the average daily amount
of the LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Commitments and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and
commissions with respect to the issuance, amendment, cancellation, negotiation,
transfer, presentment, renewal or extension of any Letter of Credit or
processing of drawings thereunder.  Unless otherwise specified above,
participation fees and fronting fees accrued through and including the last day
of March, June, September and December of each year shall be payable on the
third (3rd) Business
Day following such last day, commencing on the first such date to occur after
the Effective Date; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand.  Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within ten (10) days after
demand.  All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number
of days elapsed (including the first day but excluding the last
day).

     

    
      
         


      

      
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    (c) The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative Agent.

     

    (d) All fees payable hereunder shall be paid
on the dates due, in immediately available funds, to the Administrative Agent
(or to the Issuing Bank, in the case of fees payable to it) for distribution, in
the case of commitment fees and participation fees, to the
Lenders.  Fees paid shall not be refundable under any
circumstances.

     

    SECTION 2.13.    Interest.  (a)  The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base
Rate plus the Applicable Rate.

     

    (b) The Loans comprising each Eurodollar
Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period
in effect for such Borrowing plus the Applicable Rate.

     

    (c) Notwithstanding the foregoing, if any
principal of or interest on any Loan or any fee or other amount payable by the
Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case
of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount, 2% plus
the rate applicable to ABR Loans as provided in paragraph (a) of
this Section.

     

    (d) Accrued interest on each Revolving Loan
shall be payable in arrears on each Interest Payment Date for such Revolving
Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (c) of this Section shall be payable on demand, (ii) in the
event of any repayment or prepayment of any Loan (other than a prepayment of an
ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurodollar
Revolving Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such
conversion.

     

    (e) All interest hereunder shall be computed
on the basis of a year of 360 days, except that interest computed by
reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
in a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).  The
applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be
determined by the Administrative Agent, and
such determination shall be conclusive absent manifest
error.

     

    SECTION 2.14.    Alternate
Rate of Interest.  If
prior to the commencement of any Interest Period for a Eurodollar
Borrowing:

     

    (a) the Administrative Agent determines
(which determination shall
be conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period; or

     

    (b) the Administrative Agent is advised by
the Required Lenders that
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (or Lender) of
making or maintaining their Loans (or its Loan) included in such Borrowing for
such Interest Period;

     

    
      
        
        

      

      
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    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective and any such Eurodollar Borrowing shall be repaid on the last day of
the then current Interest Period applicable thereto and (ii) if any
Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing
shall be made as an ABR Borrowing.

     

    SECTION 2.15.    Increased
Costs.  (a)  If
any Change in Law shall:

     

    (i) impose, modify or deem applicable any
reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender
(except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank;

     

    (ii) impose on any Lender or the Issuing Bank
or the London interbank market any other condition, cost or expense affecting
this Agreement or Eurodollar Loans made by such Lender or any
Letter of Credit or participation therein; or

     

    (iii) subject any Recipient to any Taxes
(other than (A) Indemnified Taxes and (B) Other Connection Taxes on
gross or net income, profits or revenue (including value-added or similar Taxes)) on its loans, loan
principal, letters of credit, commitments, or other obligations, or its
deposits, reserves, other liabilities or capital attributable
thereto;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Loan or of maintaining its obligation to make any such
Loan or to increase the cost to such Lender or the Issuing Bank of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any
sum received or receivable by such Lender or the Issuing Bank hereunder, whether
of principal, interest or otherwise, then the Borrower will pay to such Lender
or the Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered as reasonably determined by such
Lender or the Issuing Bank (which determination shall be made in good faith (and
not on an arbitrary or capricious basis) and consistent with similarly situated
customers of the applicable Lender or the Issuing Bank under agreements having
provisions similar to this Section 2.15 after consideration of such factors as
such Lender or the Issuing Bank then reasonably determines to be
relevant).

     

    (b) If any Lender or the Issuing Bank
determines that any Change in Law regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such
Lender’s or the Issuing Bank’s holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such
Lender’s or the Issuing Bank’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such
Lender’s or the Issuing Bank’s holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction
suffered as reasonably determined by such Lender or the Issuing Bank (which
determination shall be made in good faith (and not on an arbitrary or capricious
basis) and consistent with similarly situated customers of the applicable Lender
or the Issuing Bank under agreements having provisions similar to this Section
2.15 after consideration of such factors as such Lender or the Issuing Bank then
reasonably determines to be relevant).

     

    
      
        
        

      

      
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    (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in
paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender or the Issuing Bank, as the
case may be, the amount shown as due on any such certificate within ten
(10) days after receipt thereof.

     

    (d) Failure or delay on the part of any
Lender or the Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender’s or the Issuing Bank’s right to demand such compensation;
provided that the Borrower shall not be required
to compensate a Lender or the Issuing Bank pursuant to this Section for any
increased costs or reductions incurred more than 270 days prior to the date
that such Lender or the Issuing Bank, as the case may be, notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the Issuing Bank’s intention to claim compensation
therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 270-day period
referred to above shall be
extended to include the period of retroactive effect
thereof.

     

    SECTION 2.16.    Break
Funding Payments.  In
the event of (a) the payment of any principal of any Eurodollar Loan other
than on the last day of an Interest Period applicable thereto (including as a
result of an Event of Default or as a result of any prepayment pursuant to
Section 2.11), (b) the conversion of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Eurodollar Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11 and is revoked in accordance therewith) or
(d) the assignment of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.19, then, in any such event, the Borrower shall
compensate each Lender for the loss and any reasonable cost and expense
attributable to such event.  Such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess,
if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for deposits in Dollars of a comparable amount and period from
other banks in the eurodollar market.  A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error.  The Borrower shall pay such Lender
the amount shown as due on any such certificate within ten (10) days after
receipt thereof.

     

    SECTION 2.17.    Taxes.  (a)  Withholding of Taxes;
Gross-Up.  Each payment by the Borrower under any Loan Document
shall be made without withholding for any Taxes, unless such withholding is
required by any law.  If any Withholding Agent determines, in its sole
discretion exercised in good faith, that it is so required to withhold Taxes,
then such Withholding Agent may so withhold and shall timely pay the full amount
of withheld Taxes to the relevant Governmental Authority in accordance with
applicable law.  If such Taxes are Indemnified Taxes, then the amount
payable by the Borrower shall be increased as necessary so that, net of such
withholding (including such withholding applicable to additional amounts payable
under this Section), the applicable Recipient receives the amount it would have
received had no such withholding been made.

     

    
      
        
        

      

      
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    (b) Payment of
Other Taxes by the Borrower.  The Borrower shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.

     

    (c) Evidence of
Payments.  As
soon as practicable after any payment of Indemnified Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

     

    (d) Indemnification
by the Borrower.  The Borrower shall
indemnify each Recipient for any Indemnified Taxes that are paid or payable by
such Recipient in connection with any Loan Document (including amounts paid
or payable under this Section 2.17(d)) and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.  The
indemnity under this Section 2.17(d) shall be paid within ten
(10) days after the Recipient delivers to the Borrower a certificate
stating the amount of any Indemnified Taxes so paid or payable by such Recipient
and describing the basis for the indemnification
claim.  Such certificate shall be conclusive of the amount so paid or
payable absent manifest error.  Such Recipient shall deliver a copy of
such certificate to the Administrative Agent.

     

    (e) Indemnification
by the Lenders.  Each Lender shall severally indemnify the
Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes,
only to the extent that the Borrower has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the
obligation of the Borrower to do so)
attributable to such Lender that are paid or payable by the Administrative Agent
in connection with any Loan Document and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority.  The indemnity under this
Section 2.17(e) shall be paid within ten (10) days after the
Administrative Agent delivers to the applicable Lender a certificate stating the
amount of Taxes so paid or payable by the
Administrative Agent.  Such certificate shall be conclusive of the
amount so paid or payable absent manifest error.

     

    (f) Status of
Lenders.  (i) Any Lender that is entitled to an
exemption from, or
reduction of, any applicable withholding Tax with respect to any payments under
any Loan Document shall deliver to the Borrower and the Administrative Agent, at
the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed
documentation reasonably requested by the Borrower or the Administrative Agent
as will permit such payments to be made without, or at a reduced rate of,
withholding.  In addition, any Lender, if requested by the Borrower
or the Administrative Agent, shall
deliver such other documentation prescribed by law or reasonably requested by
the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup
withholding) or information reporting requirements.  Notwithstanding
anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such
documentation set forth in
Section 2.17(f)(ii)(A) through (E) below) shall not be required if in
the Lender’s judgment such completion, execution or
submission would subject such Lender to any material unreimbursed cost or
expense (or, in the case of a Change in Law, any incremental material unreimbursed
cost or expense) or would materially prejudice the legal or commercial position
of such Lender.  Upon the reasonable request of the Borrower or the
Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to
this Section 2.17(f).  If any form or certification previously
delivered pursuant to this Section expires or becomes obsolete or inaccurate in
any respect with respect to a Lender, such Lender shall promptly (and in
any event within ten (10) days after
such expiration, obsolescence or inaccuracy) notify the Borrower and the
Administrative Agent in writing of such expiration, obsolescence or inaccuracy
and update the form or certification if it is legally eligible to do so.

     

    
      
        
        

      

      
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    (ii) Without limiting the generality of the
foregoing, if the Borrower is a U.S. Person, any Lender with respect to the
Borrower shall, if it is legally eligible to do so, deliver to the Borrower and
the Administrative Agent (in such number of copies reasonably requested by the Borrower and the
Administrative Agent) on or prior to the date on which such Lender becomes a
party hereto, duly completed and executed copies of whichever of the following
is applicable:

     

    (A) in the case of a Lender that is a
U.S. Person, IRS
Form W-9 certifying that such Lender is exempt from U.S. Federal
backup withholding tax;

     

    (B) in the case of a Non-U.S. Lender
claiming the benefits of an income tax treaty to which the United States is a
party (1) with respect to payments of interest under any Loan Document, IRS
Form W-8BEN establishing an exemption from, or reduction of,
U.S. Federal
withholding Tax pursuant to the “interest” article of such tax treaty and
(2) with respect to any other applicable payments under any Loan Document,
IRS Form W-8BEN establishing an exemption from,
or reduction of, U.S. Federal withholding Tax pursuant to the
“business
profits” or “other income” article of such tax
treaty;

     

    (C) in the case of a Non-U.S. Lender
for whom payments under any Loan Document constitute income that is effectively connected with
such Lender’s conduct of a trade or business in the
United States, IRS Form W-8ECI;

     

    (D) in the case of a Non-U.S. Lender
claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code both (1) IRS Form W-8BEN and
(2) a certificate substantially in the form of Exhibit
F (a “U.S. Tax Certificate”) to the effect that such Lender is not
(a) a “bank” within the meaning of
Section 881(c)(3)(A)
of the Code, (b) a “10
percent shareholder” of the
Borrower within the meaning
of Section 881(c)(3)(B) of the Code, (c) a “controlled foreign
corporation” described in
Section 881(c)(3)(C) of the Code and (d) conducting a trade or
business in the United States with which the relevant interest payments are
effectively connected;

     

    (E) in the case of a Non-U.S. Lender
that is not the beneficial owner of payments made under this Agreement
(including a partnership or a participating Lender) (1) an IRS
Form W-8IMY on behalf of itself and (2) the relevant forms
prescribed in
clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii)
that would be required of each such beneficial owner or partner of such
partnership if such beneficial owner or partner were a Lender; provided,
however, that if the Lender is a partnership and one or more of its partners are
claiming the exemption for portfolio interest under Section 881(c) of the
Code, such Lender may provide a U.S. Tax Certificate on behalf of such
partners; or

     

    (F) any other form prescribed by law as a
basis for claiming exemption from, or a reduction of,
U.S. Federal withholding Tax together with such supplementary documentation
necessary to enable the Borrower or the Administrative Agent to determine the
amount of Tax (if any) required by law to be withheld.

     

    
      
        
        

      

      
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    (iii) If a payment made to a Lender under any Loan Document
would be subject to U.S. Federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of
FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall
deliver to the Withholding Agent, at the time or times prescribed by law and at
such time or times reasonably requested by the Withholding Agent, such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) and such additional documentation reasonably requested by the
Withholding Agent as may be necessary for the Withholding Agent to comply with
its obligations under FATCA, to determine that such Lender has or has
not complied with such Lender’s obligations under FATCA or to
determine the amount to deduct and withhold from such payment.  Solely
for purposes of this Section 2.17(f)(iii), “FATCA” shall include any amendments made to
FATCA after the date of this Agreement.

     

    (g) Treatment of
Certain Refunds.  If any party determines, in
its sole discretion exercised in good faith, that it has received a refund of
any Taxes as to which it has been indemnified pursuant to this Section 2.17
(including additional amounts paid pursuant to this Section 2.17), it
shall pay to the indemnifying party an amount equal to such refund (but only to
the extent of indemnity payments made under this Section with respect to the
Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes) of
such indemnified party and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund).  Such
indemnifying party, upon the request of such indemnified party,
shall repay to such indemnified party the
amount paid to such indemnified party pursuant to the previous sentence (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event such indemnified party is required to repay such refund to such Governmental
Authority.  Notwithstanding anything to the contrary in this
Section 2.17(g), in no event will any indemnified party be required to pay
any amount to any indemnifying party pursuant to this Section 2.17(g) if
such payment would place such indemnified party in
a less favorable position (on a net after-Tax basis) than such indemnified party
would have been in if the indemnification payments or additional amounts giving
rise to such refund had never been paid.  This Section 2.17(g) shall not be construed to
require any indemnified party to make available its Tax returns (or any other
information relating to its Taxes which it deems confidential) to the
indemnifying party or any other Person.

     

    (h) Issuing
Bank.  For
purposes of Section 2.17(e) and (f), the term “Lender” includes the Issuing
Bank.

     

    SECTION 2.18.    Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.

     

    (a) The Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC
Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) prior to 12:00 noon, New York City time on the date when due, in
immediately available funds, without set-off or counterclaim.  Any
amounts received after such time on any date may, in the discretion of
the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street,
7th Floor, Chicago, Illinois 60603, except
payments to be made directly to the Issuing Bank as expressly provided herein
and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03
shall be made directly to the Persons entitled thereto, pursuant to
instructions provided to the Borrower by such Person.  The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof.  If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the
period of such extension.  All
payments hereunder shall be made in Dollars.

     

    
      
        
        

      

      
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    (b) If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts
of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second,
towards payment of principal and
unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

     

    (c) At the election of the
Administrative Agent, all
payments of principal, interest, LC Disbursements, fees, premiums, reimbursable
expenses (including, without limitation, all reimbursement for fees and expenses
pursuant to Section 9.03), and other sums payable under the Loan
Documents, may be paid from the proceeds of
Borrowings made hereunder whether made following a request by the Borrower
pursuant to Section 2.03 or a deemed request as provided in this Section or
may be deducted from any deposit account of the Borrower maintained
with the Administrative
Agent.  The Borrower hereby irrevocably authorizes (i) the
Administrative Agent to make a Borrowing for the purpose of paying each payment
of principal, interest and fees as it becomes due hereunder or any other amount
due under the Loan Documents and agrees that all such
amounts charged shall constitute Loans and that all such Borrowings shall be
deemed to have been requested pursuant to Section 2.03 and (ii) the
Administrative Agent to charge any deposit account of the Borrower
maintained with the Administrative Agent for
each payment of principal, interest and fees as it becomes due hereunder or any
other amount due under the Loan Documents.

     

    (d) If any Lender shall, by exercising any
right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans and participations in LC
Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans and
participations in LC Disbursements; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall
apply).  The Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

     

    (e) Unless the Administrative Agent shall
have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due.  In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.

     

    
      
        
        

      

      
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    (f) If any Lender shall fail to make any
payment required to be made
by it pursuant to Section 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), then
the Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), (i) apply any amounts thereafter received by the
Administrative Agent for the account of such
Lender and for the benefit of the Administrative Agent or the Issuing Bank to
satisfy such Lender’s obligations to it under such Section
until all such unsatisfied obligations are fully paid and/or (ii) hold any
such amounts in a segregated account as cash
collateral for, and application to, any future funding obligations of such
Lender under any such Section; in the case of each of clauses (i) and
(ii) above, in any order as determined by the Administrative Agent in
its discretion.

     

    SECTION 2.19.    Mitigation
Obligations; Replacement of Lenders.  (a)  If
any Lender requests compensation under Section 2.15, or the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may
be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

     

    (b) If (i) any Lender requests compensation under
Section 2.15, (ii) the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting
Lender, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.04), all its interests, rights and obligations
under the Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrower shall have
received the prior written
consent of the Administrative Agent (and if a Commitment is being assigned, the
Issuing Bank), which consent shall not unreasonably be withheld or delayed,
(ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and participations in LC
Disbursements, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in
the case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17,
such assignment will result in a reduction in such compensation or
payments.  A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such  assignment and delegation cease to
apply.

     

    
      
        
        

      

      
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    SECTION 2.20.    Expansion
Option.  The
Borrower may from time to time elect to increase the Commitments or enter into
one or more tranches of term loans (each an “Incremental Term Loan”),
in each case in minimum increments of $10,000,000 so long as, after giving
effect thereto, the aggregate amount of such increases and all such Incremental
Term Loans does not exceed $50,000,000.  The Borrower may arrange for
any such increase or tranche to be provided by one or more Lenders (each Lender
so agreeing to an increase in its Commitment, or to participate in such
Incremental Term Loans, an “Increasing Lender”),
or by one or more new banks, financial institutions or other entities (each such
new bank, financial institution or other entity, an “Augmenting Lender”),
to increase their existing Commitments, or to participate in such Incremental
Term Loans, or extend Commitments, as the case may be; provided that
(i) each Augmenting Lender, shall be subject to the approval of the
Borrower and the Administrative Agent and (ii) (x) in the case of an
Increasing Lender, the Borrower and such Increasing Lender execute an agreement
substantially in the form of Exhibit C hereto, and
(y) in the case of an Augmenting Lender, the Borrower and such Augmenting
Lender execute an agreement substantially in the form of Exhibit D
hereto.  No consent of any Lender (other than the Lenders
participating in the increase or any Incremental Term Loan) shall be required
for any increase in Commitments or Incremental Term Loan pursuant to this
Section 2.20.  Increases and new Commitments and Incremental Term
Loans created pursuant to this Section 2.20 shall become effective on the
date agreed by the Borrower, the Administrative Agent and the relevant
Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall
notify each Lender thereof.  Notwithstanding the foregoing, no
increase in the Commitments (or in the Commitment of any Lender) or tranche of
Incremental Term Loans shall become effective under this paragraph unless,
(i) on the proposed date of the effectiveness of such increase or
Incremental Term Loans, (A) the conditions set forth in paragraphs (a)
and (b) of Section 4.02 shall be satisfied or waived by the Required
Lenders and the Administrative Agent shall have received a certificate to that
effect dated such date and executed by a Financial Officer of the Borrower and
(B) the Borrower shall be in compliance (on a Pro Forma Basis
reasonably acceptable to the Administrative Agent) with the covenants contained
in Section 6.12 and (ii) the Administrative Agent shall have received
documents consistent with those delivered on the Effective Date as to the
corporate power and authority of the Borrower to borrow hereunder after giving
effect to such increase.  On the effective date of any increase in the
Commitments or any Incremental Term Loans being made, (i) each relevant
Increasing Lender and Augmenting Lender shall make available to the
Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other Lenders, as
being required in order to cause, after giving effect to such increase and the
use of such amounts to make payments to such other Lenders, each Lender’s
portion of the outstanding Revolving Loans of all the Lenders to equal its
Applicable Percentage of such outstanding Revolving Loans, and (ii) except
in the case of any Incremental Term Loans, the Borrower shall be deemed to have
repaid and reborrowed all outstanding Revolving Loans as of the date of any
increase in the Commitments (with such reborrowing to consist of the Types of
Revolving Loans, with related Interest Periods if applicable, specified in a
notice delivered by the Borrower, in accordance with the requirements of
Section 2.03).  The deemed payments made pursuant to
clause (ii) of the immediately preceding sentence shall be accompanied by
payment of all accrued interest on the amount prepaid and, in respect of each
Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to
the provisions of Section 2.16 if the deemed payment occurs other than on
the last day of the related Interest Periods.  The Incremental Term
Loans (a) shall rank pari passu in right of payment with the Revolving
Loans, (b) shall not mature earlier than the Maturity Date (but may have
amortization prior to such date) and (c) shall be treated substantially the
same as (and in any event no more favorably than) the Revolving Loans; provided that
(i) the terms and conditions applicable to any tranche of Incremental Term
Loans maturing after the Maturity Date may provide for material additional or
different financial or other covenants or prepayment requirements applicable
only during periods after the Maturity Date and (ii) the Incremental Term
Loans may be priced differently than the Revolving Loans.  Incremental
Term Loans may be made hereunder pursuant to an amendment or restatement (an
“Incremental Term Loan
Amendment”) of this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrower, each Increasing Lender participating in
such tranche, each Augmenting Lender participating in such tranche, if any, and
the Administrative Agent.  The Incremental Term Loan Amendment may,
without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in
the reasonable opinion of the Administrative Agent, to effect the provisions of
this Section 2.20.  Nothing contained in this Section 2.20
shall constitute, or otherwise be deemed to be, a commitment on the part of any
Lender to increase its Commitment hereunder, or provide Incremental Term Loans,
at any time.

     

    
      
        
        

      

      
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    SECTION 2.21.    Defaulting
Lenders.  Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such
Lender is a Defaulting Lender:

     

    (a) fees shall cease to accrue on the
unfunded portion of the Commitment of such Defaulting Lender pursuant to
Section 2.12(a);

     

    (b) the Commitment and Revolving
Credit Exposure of such
Defaulting Lender shall not be included in determining whether the Required
Lenders have taken or may take any action hereunder (including any consent to
any amendment, waiver or other modification pursuant to Section 9.02);
provided, that this clause (b) shall not apply
to the vote of a Defaulting Lender in the case of an amendment, waiver or other
modification requiring the consent of such Lender or each Lender affected
thereby;

     

    (c) if any LC Exposure exists at the time
such Lender becomes a
Defaulting Lender then:

     

    (i) all or any part of the LC Exposure of
such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in
accordance with their respective Applicable Percentages  but only to
the extent (A) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such
Defaulting Lender’s LC Exposure does not exceed the total
of all non-Defaulting Lenders’ Commitments and (B) no Default has
occurred and is continuing;

     

    (ii) if the reallocation described in
clause (i) above cannot, or can only partially, be effected, the
Borrower shall within one (1) Business Day following notice by the
Administrative Agent cash collateralize for the benefit of the Issuing Bank only
the Borrower’s obligations corresponding to such
Defaulting Lender’s LC Exposure (after giving effect to
any partial reallocation pursuant to clause (i) above) in accordance with
the procedures set forth in Section 2.06(j) for so long as such LC Exposure
is outstanding;

     

    (iii) if the Borrower cash collateralizes any
portion of such Defaulting
Lender’s LC Exposure pursuant to
clause (ii) above, the Borrower shall not be required to pay any fees to
such Defaulting Lender pursuant to Section 2.12(b) with respect to such
Defaulting Lender’s LC Exposure during the period such
Defaulting Lender’s LC Exposure is cash
collateralized;

     

    (iv) if the LC Exposure of the non-Defaulting
Lenders is reallocated pursuant to clause (i) above, then the fees payable
to the Lenders pursuant to Sections 2.12(a) and Section 2.12(b) shall
be adjusted in accordance
with such non-Defaulting Lenders’ Applicable Percentages;
and

     

    (v) if all or any portion of such Defaulting
Lender’s LC Exposure is neither reallocated nor
cash collateralized pursuant to clause (i) or (ii) above, then,
without prejudice to any rights or remedies of the Issuing Bank or any other
Lender hereunder, all letter of credit fees payable under Section 2.12(b)
with respect to such Defaulting Lender’s LC Exposure shall be payable to the
Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized;
and

     

    (d) so long as such Lender is a Defaulting
Lender, the Issuing Bank shall not be required to issue, amend or increase any
Letter of Credit, unless it is satisfied that the related exposure and the
Defaulting Lender’s then outstanding LC Exposure will be 100%
covered by the Commitments of the non-Defaulting Lenders and/or cash collateral
will be provided by the Borrower in accordance with Section 2.21(c), and
participating interests in any newly issued or increased Letter of Credit shall be allocated among
non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and
such Defaulting Lender shall not participate therein).

     

    
      
        
        

      

      
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    If
(i) a Bankruptcy Event with respect to a Parent of any Lender shall occur
following the date hereof and for so long as such event shall continue or
(ii) the Issuing Bank has a good faith belief that any Lender has defaulted
in fulfilling its obligations under one or more other agreements in which such
Lender commits to extend credit, the Issuing Bank shall not be required to
issue, amend or increase any Letter of Credit, unless the Issuing Bank shall
have entered into arrangements with the Borrower or such Lender, satisfactory to
the Issuing Bank to defease any risk to it in respect of such Lender
hereunder.

     

    In the
event that the Administrative Agent, the Borrower and the Issuing Bank each
agrees that a Defaulting Lender has adequately remedied all matters that caused
such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall
be readjusted to reflect the inclusion of such Lender’s Commitment and on such
date such Lender shall purchase at par such of the Loans of the other Lenders as
the Administrative Agent shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Applicable
Percentage.

     

    ARTICLE III

      

    Representations
and Warranties

     


    The
Borrower represents and warrants to the Lenders that:

     

    SECTION 3.01.    Organization;
Powers.  Each
of the Borrower and its Subsidiaries is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

     

    SECTION 3.02.    Authorization;
Enforceability.  The
Transactions are within the Borrower’s corporate powers and have been duly
authorized by all necessary corporate and, if required, stockholder
action.  This Agreement and the other Loan Documents have been duly
executed and delivered by the Borrower and constitute legal, valid and binding
obligations of the Borrower, enforceable against it in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

     

    SECTION 3.03.    Governmental
Approvals; No Conflicts.  The
Transactions (a) do not require, on the part of the Borrower, any consent
or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect, (b) will not violate any applicable law or
regulation or the Organizational Documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority having applicability to
the Borrower or any of its Subsidiaries, (c) will not violate or result in
a default under any indenture, material agreement or other material instrument
binding upon the Borrower or any of its Subsidiaries or its assets, or give rise
to a right thereunder to require any payment to be made by the Borrower or any
of its Subsidiaries, and (d) will not result in the creation or imposition
of any Lien on any asset of the Borrower or any of its
Subsidiaries.

     

    
      
        
        

      

      
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    SECTION 3.04.    Financial
Condition; No Material
Adverse Change.  (a)  The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows (i) as of and for
the fiscal year ended December 31, 2009, reported on by BDO Seidman, LLP,
independent public accountants, and (ii) as of and for the fiscal quarter
and the portion of the fiscal year ended September 30, 2010 (other than a
statement of stockholders equity), certified by its chief financial
officer.  Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries as of such dates and for such periods
in accordance with GAAP.

     

    (b) The Borrower has heretofore furnished to
the Lenders copies of the annual Statutory Statements of each U.S. Regulated
Insurance Company as of December 31, 2009, 2008, 2007 and 2006, and for the
fiscal years then ended, each as filed with the Applicable Insurance Regulatory Authority
(collectively, the “Historical
Statutory Statements”); provided, that the Statutory Statement of a U.S.
Regulated Insurance Company shall not be required to be delivered for any year
that such U.S. Regulated Insurance Company was not a Subsidiary of the
Borrower.  The Historical Statutory Statements (including, without
limitation, the provisions made therein for investments and the valuation
thereof, reserves, policy and contract claims and statutory liabilities) have
been prepared in accordance with SAP (except
as may be reflected in the notes thereto and subject, with respect to the
relevant quarterly statements, to the absence of notes required by SAP and to
normal year-end adjustments), were in compliance with the applicable Requirements of Law when filed and
present fairly in all material respects the financial condition of the
respective U.S. Regulated Insurance Companies covered thereby as of the
respective dates thereof and the results of operations, changes in
capital and surplus and cash flow of the
respective Regulated Insurance Companies covered thereby for the respective
periods then ended.

     

    (c) Except as set forth in the financial
statements referred to in Section 3.04(a), there are no liabilities of the
Borrower or of any of its
Subsidiaries of any kind, whether accrued, contingent, absolute, determined,
determinable or otherwise, which could reasonably be expected to result in a
Material Adverse Effect.

     

    (d) Since December 31, 2009, there has
been no event, change, circumstance or occurrence that, individually
or in the aggregate, has had or could reasonably be expected to result in a
Material Adverse Effect.

     

    SECTION 3.05.    Properties.  (a)  Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business,
except for minor defects in title that are not reasonably expected to have a
Material Adverse Effect.

     

    (b) Each of the Borrower and its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business,
and, to the knowledge of the Borrower, the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

     

    SECTION 3.06.    Litigation
and Environmental Matters.  (a)  There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect or (ii) that question the
validity or enforceability of the Agreement or any of the other Loan Documents,
or of any action to be taken by the Borrower pursuant to this Agreement or any
of the other Loan Documents.

     

    
      
        
        

      

      
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    (b) Except with respect to any other matters
that, individually or in the aggregate, could not reasonably be expected to
result in a Material
Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental
Liability.

     

    SECTION 3.07.    Compliance
with Laws and Agreements.  Each
of the Borrower and its Subsidiaries is in compliance with all Requirements of
Law and orders of any Governmental Authority, in each case, applicable to it or
its property and all indentures, agreements and other instruments binding upon
it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.  No Default has occurred and is continuing.

     

    SECTION 3.08.    Investment
Company Status.  The
Borrower is not an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.

     

    SECTION 3.09.    Taxes.  Each
of the Borrower and its Subsidiaries has timely filed or caused to be filed all
Tax returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are
being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.  As of
the Effective Date, there are no tax sharing agreements or similar arrangements
(including tax indemnity arrangements) with respect to or involving the Borrower
or any of its Subsidiaries, other than tax sharing agreements between the
Borrower and its Subsidiaries.

     

    SECTION 3.10.    ERISA.

     

    (a) No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect.  Except as, either
individually or in the aggregate, has not had, and could not reasonably be
expected to have, a Material Adverse Effect, the Borrower and its
Subsidiaries and their ERISA Affiliates
(i) have fulfilled their respective obligations under the minimum funding
standards of ERISA and the Code with respect to each Plan and are in compliance
with the applicable provisions of ERISA and the Code, and (ii) have
not incurred any liability to the PBGC or
any Plan or Multiemployer Plan (other than to make contributions in the ordinary
course of business).

     

    (b) Except as, either individually or in the
aggregate, has not had, and would not reasonably be expected to have, a
Material Adverse Effect,
(i) each Foreign Pension Plan has been maintained in compliance with its
terms and with the requirements of any and all applicable laws, statutes, rules,
regulations and orders and has been maintained, where required, in good
standing with applicable regulatory
authorities, (ii) all contributions required to be made with respect to a
Foreign Pension Plan have been timely made, (iii) neither the Borrower nor
any of its Subsidiaries has incurred any obligation in connection with the
termination of, or withdrawal from, any
Foreign Pension Plan and (iv) the present value of the accrued benefit
liabilities (whether or not vested) under each Foreign Pension Plan that is
required to be funded, determined as of the end of the Borrower’s most recently ended fiscal year on the basis
of actuarial assumptions, each of which is reasonable, did not exceed the
current value of the assets of such Foreign Pension Plan allocable to such
benefit liabilities.

     

    
      
        
        

      

      
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    SECTION 3.11.    Disclosure.  The
Borrower has disclosed to the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject, and all
other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.  None
of the written information, reports, financial statements, certificates or other
information furnished by or on behalf of the Borrower to the Administrative
Agent or any Lender in connection with the negotiation of this Agreement and any
other Loan Document or delivered hereunder or thereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein (taken as a whole), in the light of the circumstances under
which they were made, not misleading; provided that, with respect to projected
financial information, the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

     

    SECTION 3.12.    Federal
Regulations.  The
Borrower is not engaged nor will it engage, principally or as one of its
important activities, in the business of extending credit for the purpose of
“purchasing” or “carrying” any “margin stock” within the respective meanings of
each of the quoted terms under Regulations T, U or X of the Board as now and
from time to time hereafter in effect.  No part of the proceeds of the
Loan hereunder will be used for “purchasing” or “carrying” “margin stock” as so
defined or for any purpose which violates, or which would be inconsistent with,
the provisions of the Regulations of such Board.

     

    SECTION 3.13.    General
Insurance.  The
properties of the Borrower and each of its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts (after giving effect to any self-insurance compatible
with the following standards), with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or such Subsidiary
operates.

     

    SECTION 3.14.    Seniority.

     

    (a) The Obligations are, and will be,
superior and senior in right of payment to the Existing Debentures and any
guaranty of the Borrower
made by the Borrower in connection with any of the Existing Structured
Securities.  The Obligations constitute, and are within the definition
of, “Senior
Indebtedness” (as such term
is defined in the Existing Indentures as of the date hereof).  The
subordination provisions contained in the
Existing Debentures, the Existing Indentures, any guaranty of the Borrower made
by the Borrower in connection with any of the Existing Structured Securities
are, in each case, enforceable against the Borrower and the holders of such
Indebtedness.

     

    (b) The Obligations are, and will be,
superior and senior in right of payment to the UBI Seller
Note.

     

    (c) The Obligations are, and will be,
superior and senior in right of payment to any Indebtedness of the Borrower to
any of its Subsidiaries.

     

    SECTION 3.15.    Subsidiaries.  (a)  Set
forth on Schedule
3.15 is a complete and correct list of (i) all of the Subsidiaries
of the Borrower as of the Effective Date, together with, for each such
Subsidiary, (A) the jurisdiction of organization of such Subsidiary,
(B) each Person holding direct ownership interests in such Subsidiary and
(C) percentage ownership of such Subsidiary represented by such ownership
interests.  Except as set forth on Schedule 3.15, each
of the Borrower and its Subsidiaries owns, free and clear of Liens, and has the
unencumbered right to vote, all the outstanding ownership interests in each
Person shown to be held by it on Schedule
3.15.  All Equity Interests of each Subsidiary of the Borrower
are duly and validly issued and are fully paid and non-assessable.

     

    
      
        
        

      

      
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    (b) As of the Effective Date, there are no
restrictions on the Borrower or any of its Subsidiaries which prohibit or
otherwise restrict the transfer of cash or other assets from any Subsidiary of
the Borrower to the
Borrower, other than (i) prohibitions or restrictions existing under or by
reason of this Agreement or the other Loan Documents, (ii) prohibitions or
restrictions existing under or by reason of applicable Requirements of Law, and
(iii) other prohibitions or restrictions which,
either individually or in the aggregate, have hot had, or could not reasonably
be expected to have, Material Adverse Effect.

     

    SECTION 3.16.    Insurance
Licenses.  Each
Regulated Insurance Company holds all licenses (including licenses or
certificates of authority from Applicable Insurance Regulatory authorities),
permits or authorizations necessary or otherwise required to transact insurance
and reinsurance business (collectively, the “Insurance
Licenses”).  There is (i) no Insurance License that is the
subject of a proceeding for suspension, revocation or limitation or any similar
proceedings, (ii) no sustainable basis for such a suspension, revocation or
limitation, and (iii) to the knowledge of the Borrower, no such suspension,
revocation or limitation threatened by any Applicable Insurance Regulatory
Authority, that, in each instance under clauses (i), (ii) and
(iii) above and either individually or in the aggregate, has had, or could
reasonable be expected to have, a Material Adverse Effect.

     

    SECTION 3.17.    Insurance
Business.  All
insurance policies issued by any Regulated Insurance Company are, to the extent
required under applicable law, on forms approved by the insurance regulatory
authorities of the jurisdictions where issued or have been filed with and not
objected to by such authorities within the period for objection, except for
those forms with respect to which a failure to obtain such approval or make such
a filing without it being objected to, either individually or in the aggregate,
has not had, and could not reasonably be expected to have, a Material Adverse
Effect.

     

    SECTION 3.18.    Use of
Proceeds.  The
proceeds of the Loans will be used only to finance acquisitions permitted under
this Agreement and the working capital needs, and for general corporate
purposes, of the Borrower and its Subsidiaries in the ordinary course of
business.

     

    ARTICLE IV

       

    Conditions

      

    SECTION 4.01.    Effective
Date.  The
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit hereunder shall not become effective until the date on which
each of the following conditions is satisfied (or waived in accordance with
Section 9.02):

     

    (a) The Administrative Agent (or its
counsel) shall have received from each party hereto either (A) a
counterpart of this Agreement signed on behalf of such party or (B) written evidence
satisfactory to the Administrative Agent (which may include telecopy or
electronic transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement.

     

    (b) The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of Thompson Hine LLP, counsel for the Borrower,
substantially in the form of Exhibit
B, and covering such other
matters relating to the
Borrower, the Loan Documents or the Transactions as the Administrative Agent
shall reasonably request.  The Borrower hereby requests such counsel
to deliver such opinion.

     

    
      
        
        

      

      
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    (c) The Lenders shall have received
(i) satisfactory audited consolidated financial statements of the Borrower for
the two most recent fiscal years ended prior to the Effective Date as to which
such financial statements are available and (ii) satisfactory unaudited
interim consolidated financial statements of the Borrower for the quarterly period ended
September 30, 2010, together with such information as the Administrative
Agent and the Lenders shall reasonably request.

     

    (d) Each domestic Regulated Insurance
Company (other than those Regulated Insurance Companies not yet rated by
A.M. Best Company)
shall have an A.M. Best financial strength rating of at
least “A-”.

     

    (e) The Administrative Agent shall have
received (i) such documents and certificates as the Administrative Agent or
its counsel may reasonably request relating to the organization, existence and good standing of the
Borrower, the authorization of the Transactions and any other legal matters
relating to the Borrower, the Loan Documents or the Transactions, all in form
and substance satisfactory to the Administrative Agent and its counsel and as further described in the
list of closing documents attached as Exhibit
E and
(ii) to the extent
requested by any of the Lenders, all documentation and other information
required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act.

     

    (f) The Administrative Agent shall have
received a certificate, dated the Effective Date and signed by the President, a
Vice President or a Financial Officer of the Borrower, confirming compliance with the
conditions set forth in paragraphs (a) and (b) of
Section 4.02.

     

    (g) The Administrative Agent shall have
received evidence satisfactory to it that the Existing Credit Facilities shall
have been terminated and cancelled and all indebtedness thereunder shall have been
fully repaid (except to the extent being so repaid with the initial Revolving
Loans) and any and all liens thereunder shall have been
terminated.

     

    (h) The Administrative Agent shall have
received evidence reasonably satisfactory to it that all governmental and
third party approvals necessary or, in the discretion of the Administrative
Agent, advisable in connection with the Transactions and the continuing
operations of the Borrower and its Subsidiaries (including all insurance and other regulatory compliance)
have been obtained and are in full force and effect.

     

    (i) The Administrative Agent and the Lenders
shall have received all fees and other amounts due and payable on or prior to
the Effective Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder.

     

    The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding.

     

    SECTION 4.02.    Each Credit
Event.  The
obligation of each Lender to make a Loan on the occasion of any Borrowing, and
of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is
subject to the satisfaction of the following conditions:

     

    (a) The representations and warranties of the Borrower
set forth in this Agreement shall be true and correct on and as of the date of
such Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable.

     

    
      
        
        

      

      
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    (b) At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default or Event of Default shall have occurred and be
continuing.

     

    Each
Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

     

    ARTICLE V

      

    Affirmative
Covenants

     


    Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all
Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that the Borrower will, and will cause each of its Subsidiaries to:

     

    SECTION 5.01.    Financial
Statements; Ratings Change and Other Information.  Furnish
to the Administrative Agent and each Lender:

     

    (a) Annual
Financial Statements.  As soon as available and in any event
within 90 days after the end of each fiscal year of the Borrower
(or, if earlier, by the
date five (5) Business Days after the Annual Report on Form 10-K of the Borrower
for such fiscal year would be required to be filed under the rules and regulations of the
SEC), its audited
consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of
and for such year, setting forth in each case in comparative form the figures
for the previous fiscal
year, all reported on by BDO Seidman, LLP or other independent public
accountants of recognized national standing (without a “going concern” or like qualification or exception and
without any qualification or exception as to the scope of such audit) to the effect that such
consolidated financial statements present fairly in all material respects the
financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied.

     

    (b) Quarterly
Financial Statements.  As soon as available and in
any event within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its consolidated balance sheet and
related statements of
operations and cash flows as of the end of and for such fiscal quarter and the
then elapsed portion of the fiscal year, setting forth in each case in
comparative form the figures for the corresponding period or periods of (or, in
the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes.

     

    (c) Officer’s
Certificate.  Concurrently with any
delivery of financial statements under Sections 5.01(a) and 5.01(b), a
certificate of a Financial
Officer of the Borrower (i) certifying that no Default or Event of Default
has occurred, or if any Default or Event of Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth
reasonably detailed calculations demonstrating compliance with
Sections 6.15(a), (b), (c), (d) and (e) as at the end of such
fiscal year or quarter, as the case may be, (iii) stating whether any
change in GAAP or in the application thereof has occurred since the date
of the audited financial statements referred to in Section 3.04(a) and, if
any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate, and
(iv) certifying that the Regulated Insurance
Companies have maintained adequate reserves.

     

    
      
        
        

      

      
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    (d) Public
Reports.  Promptly after the same
become publicly available, copies of all periodic and other reports, proxy
statements and other materials and documents filed by the Borrower or any Subsidiary with the SEC,
or any Governmental Authority succeeding to any or all of the functions of the
SEC, or with any national securities exchange, or distributed by the Borrower to
its shareholders generally, or to holders of its Indebtedness pursuant to the terms of the
documentation governing such Indebtedness (or any trustee, agent or other
representative therefor), as the case may be.

     

    (e) Reports to
Debt Holders.  Promptly after the
furnishing thereof, copies of any statement or report furnished to any holder of debt securities
of the Borrower or of any of its Subsidiaries pursuant to the terms of any
indenture, loan or credit or similar agreement and not otherwise required to be
furnished to the Lenders pursuant to any other subsection of this
Section 5.01.

     

    (f) Management
Letters.  Promptly after the receipt
thereof by the Borrower, a copy of any “management letter” received by the Borrower from its
certified public accountants and the management’s responses thereto.

     

    (g) Insurance
Reports and Filings.

     

    (i) By no later than the following dates, a
copy of each Statutory Statement filed, or required to be filed, by each
Regulated Insurance Company:

     

    (A) in the case of annual Statutory
Statements, (1) upon the earlier of (x) fifteen (15) days after the
regulatory filing date or
(y) seventy-five (75) days after the close of each fiscal year of such Regulated
Insurance Company, in each case such Statutory Statements being certified by a
Financial Officer of such Regulated Insurance Company and prepared in
accordance with SAP and (2) no later than each
June 15, copies of such Statutory Statements audited and certified by
independent certified public accountants of recognized national
standing.

     

    (B) in
the case of quarterly Statutory Statements, upon the earlier of (x) ten (10)
days after the regulatory filing date or (y) fifty (50) days after the close of
each of the first three (3) fiscal quarters of each fiscal year of such
Regulated Insurance Company, in each case such Statutory Statements being
certified by a Financial Officer of such Regulated Insurance Company and
prepared in accordance with SAP.

     

    (ii) Promptly following the delivery or
receipt, as the case may be, by any Regulated Insurance Company or any of their
respective Subsidiaries, copies of (A) each registration, filing or submission made by or on
behalf of any Regulated Insurance Company with any Applicable Insurance
Regulatory Authority, except for policy form or rate filings, (B) each
examination and/or audit report submitted to any Regulated Insurance
Company by any Applicable Insurance
Regulatory Authority, (C) all information which the Lenders may from time
to time reasonably request with respect to the nature or status of any
deficiencies or violations reflected in any examination report or other
similar report, and (D) each report,
order, direction, instruction, approval, authorization, license or other notice
which the Borrower or any Regulated Insurance Company may at any time receive
from any Applicable Insurance Regulatory Authority, in each of
(A) through
(D) that is material to the Borrower and its Subsidiaries, taken as a
whole, as reasonably determined by the board of directors of the Borrower, a
duly authorized committee thereof or a Responsible Officer of the
Borrower.

     

    
      
        
        

      

      
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    (iii) Promptly following notification thereof from a Governmental
Authority, notification of the suspension, limitation, termination or
non-renewal of, or the taking of any other materially adverse action in respect
of, any material Insurance License.

     

    (h) Rating
Information.  Promptly after A.M. Best Company shall have
announced a downgrade in the financial strength rating of any Regulated
Insurance Company, written notice of such rating change.

     

    (i) Other
Information.  Promptly following any
request therefor, such other information or existing documents regarding the operations,
business affairs and financial condition of the Borrower or any Subsidiary, or
compliance with the terms of this Agreement (including any information required
under the Act), as the Lenders may reasonably request from time to time.

     

    Documents
required to be delivered pursuant to Section 5.01(a), 5.01(b) or 5.01(e)
(to the extent any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Borrower’s website on the Internet;
or (ii) on which such documents are posted on the Borrower’s behalf on an
Internet or intranet website, if any, to which the Administrative Agent has
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided
that:  (i) the Borrower shall deliver paper copies of such
documents to the Administrative Agent, if the Administrative Agent requests, in
writing, the Borrower deliver such paper copies, until a written request to
cease delivering paper copies is given by the Administrative Agent and
(ii) the Borrower shall notify the Administrative Agent (by telecopier or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the
certificate of a Financial Officer required by Section 5.01(c) to the
Administrative Agent.

     

    SECTION 5.02.    Notices of
Material Events.  Furnish
to the Administrative Agent and each Lender prompt written notice of the
following:

     

    (a) the occurrence of any
Default;

     

    (b) the filing or commencement of, or, to
the knowledge of the Borrower, any threat or notice of intention of any Person
to file or commence, any action, suit or proceeding, whether at law or in equity
by or before any arbitrator
or Governmental Authority (i) against or affecting the Borrower or any
Subsidiary thereof that, if adversely determined, could reasonably be expected
to result in a Material Adverse Effect or (ii) with respect to any Loan
Document;

     

    (c) (x) the occurrence of any ERISA Event that, alone or together
with any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate amount
exceeding the Threshold Amount; and (y) that any contribution in excess of the Threshold Amount
required to be made with respect to a Foreign Pension Plan has not been timely
made, or that the Borrower or any Subsidiary of the Borrower may incur any
liability in excess of the Threshold Amount pursuant to any Foreign Pension Plan (other than to make
contributions in the ordinary course of business).

     

    
      
        
        

      

      
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    (d) any other development that results in,
or could reasonably be expected to result in, a Material Adverse
Effect.

     

    Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

     

    SECTION 5.03.    Existence;
Conduct of Business.

     

    (a) Do or cause to be done all things
necessary to preserve, renew and maintain in full force and effect its legal
existence, except as otherwise expressly permitted under Section 6.03 or
Section 6.05 or, in the case of any Subsidiary, where the
failure to perform such
obligations, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.

     

    (b) Do or cause to be done all things
necessary to obtain, preserve, renew, extend and keep in full force and effect
the rights, licenses,
permits, privileges, franchises, authorizations, patents, copyrights, trademarks
and trade names material to the conduct of its business; maintain and operate
such business in substantially the manner in which it is presently conducted
and operated; and at all times maintain,
preserve and protect all property material to the conduct of such business and
keep such property in good repair, working order and condition (other than wear
and tear occurring in the ordinary course of business) and from time to time make, or cause to be
made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times; provided, however, that nothing in this
Section 5.03(b) shall prevent (i) sales of property, consolidations or
mergers by or involving the Borrower or any Subsidiary in accordance with
Section 6.03 or Section 6.05; (ii) the withdrawal by the Borrower
or any of its Subsidiaries
of its qualification as a foreign corporation in any jurisdiction where such
withdrawal, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect; or (iii) the abandonment by the
Borrower or any of its Subsidiaries of any rights,
franchises, licenses, trademarks, trade names, copyrights or patents that such
Person reasonably determines are not useful to its business or no longer
commercially desirable.

     

    SECTION 5.04.    Obligations
and Taxes.

     

    (a) Obligation.  Pay its Indebtedness and other obligations
promptly and in accordance with their terms and pay and discharge promptly when
due all Taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its property, before the same shall become delinquent
or in default, as well as all lawful claims for labor, services, materials and
supplies or otherwise that, if unpaid, might give rise to a Lien other than a
Lien permitted under Section 6.02 upon such properties or any part thereof; provided that such payment and discharge shall
not be required with respect to any such Tax, assessment, charge, levy or claim
so long as (i) the validity or amount thereof shall be contested in good
faith by appropriate proceedings timely instituted and diligently conducted,
(ii) the Borrower or its Subsidiary, as the case may be, shall have set
aside on its books adequate reserves or other appropriate provisions with
respect thereto in accordance with GAAP, and (iii) the failure to make
payment pending such contest could not
reasonably be expected to result in a Material Adverse
Effect.

     

    (b) Filing of
Returns.  Timely
and correctly file all material Tax returns required to be filed by
it.  Withhold, collect and remit all Taxes that it is
required to collect,
withhold or remit.

     

    
      
        
        

      

      
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    SECTION 5.05.    Insurance.  Maintain,
with financially sound and reputable insurance companies, insurance in such
amounts and against such risks as are customarily maintained by companies
engaged in the same or similar businesses operating in the same or similar
locations.

     

    SECTION 5.06.    Books and
Records; Inspection Rights.

     

    (a) Keep proper books of record and account
in which full, true and correct entries in conformity with GAAP and/or SAP, as
applicable, and all Requirements of Law are made of all dealings and transactions in relation to its
business and activities.

     

    (b) The Borrower will, and will cause each
of its Subsidiaries to, permit the Administrative Agent (or if an Event of
Default is continuing, any Lender) and any representatives or independent
contractors designated by
the Administrative Agent or such Lender, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss affairs,
finances, accounts and condition of the Borrower or any Subsidiary with
the officers thereof and advisors
therefor (including independent accountants), all at the expense of the Borrower
and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that unless an Event of Default
exists, the Borrower shall only be required to pay for one (1) such visit by the
Administrative Agent and its representatives and independent contractors per
fiscal year of the Borrower and provided, further, that when an Event of Default exists
the Administrative Agent or any Lender (or any of its representatives or
independent contractors) may do any of the foregoing at the sole expense of the
Borrower at any time during normal business hours and without advance
notice.  Notwithstanding the foregoing, the Borrower may place
reasonable limits on access to information which is proprietary or constitutes
trade secrets and need not disclose any information if such disclosure would be
prohibited by a confidentiality agreement entered into by
the Borrower on an arm’s length basis and in good
faith.

     

    SECTION 5.07.    Compliance
with Laws.  Comply
with all Requirements of Law and decrees and orders of any Governmental
Authority applicable to it or its property (including, without limitation, the
Act), except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.

     

    SECTION 5.08.    Use of
Proceeds.  Use
the proceeds of the Loan only for the purposes set forth in Section 3.18
and not in contravention of any Requirements of Law or of any Loan
Document.

     

    SECTION 5.09.    Further
Assurances.  The
Borrower shall promptly and duly execute and deliver to the Lenders such
documents and assurances and take such further action as the Lenders may from
time to time reasonably request in order to carry out more effectively the
intent and purpose of this Agreement and the other Loan Documents and to
establish, protect and perfect the rights and remedies created or intended to be
created in favor of the Lenders pursuant to this Agreement and the other Loan
Documents.

     

    SECTION 5.10.    Claims
Paying Ratings.  The
Borrower shall ensure that each Regulated Insurance Company that is material to
the Borrower and its Subsidiaries, taken as a whole, has in effect, at all times
(except to the extent such Regulated Insurance Company no longer exists as a
result of a transaction expressly permitted by Section 6.03 or Section 6.05), a
current financial strength rating of no less than “A-” from A.M. Best
Company, if such Regulated Insurance Company is rated (it being understood that
each of the Existing Regulated Insurance Companies (to the extent such entity is
a Subsidiary of the Borrower) is material to the Borrower and its Subsidiaries,
taken as a whole).

     

    
      
        
        

      

      
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    ARTICLE VI

      

    Negative
Covenants

     

    Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees  payable hereunder have been paid in full and all
Letters of Credit have expired or terminated and all LC Disbursements shall have
been reimbursed, the Borrower covenants and agrees with the Lenders that the
Borrower will not, and the Borrower will not cause or permit any Subsidiaries
to:

     

    SECTION 6.01.    Indebtedness.  Incur,
create, assume or suffer to exist or otherwise become liable in respect of any
Indebtedness, except that the following shall be permitted:

     

    (a) Indebtedness under the Loan
Documents;

     

    (b) Indebtedness existing on the Effective
Date and set forth in Schedule
6.01 and extensions,
renewals and replacements of any such Indebtedness with Indebtedness of a
similar type that does not
increase the outstanding principal amount thereof;

     

    (c) Guarantees by any Subsidiary of the
Borrower in respect of Indebtedness otherwise permitted hereunder of the
Borrower or any other Subsidiary of the Borrower; provided, that if the Indebtedness that is being guaranteed is
unsecured and/or subordinate to the Obligations, the guaranty shall also be
unsecured and/or subordinated to the Obligations;

     

    (d) Indebtedness in respect of Capital Lease
Obligations and Purchase Money Obligations for fixed or capital assets within the
limitations set forth in Section 6.02(d), and extensions, renewals and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof; provided, however, that the aggregate principal
amount of all Indebtedness
permitted by this Section 6.01(d) shall not exceed $25,000,000 at any one
time outstanding;

     

    (e) Indebtedness under Swap Obligations to
the extent permitted by Section 6.06;

     

    (f) Indebtedness owed by any Subsidiary to
the Borrower and Indebtedness owed by any Subsidiary to any
other Subsidiary of the Borrower;

     

    (g) Indebtedness arising from the honoring
by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished
within five Business Days of its incurrence;

     

    (h) (i) Indebtedness resulting from the
endorsements of instruments for deposit in the ordinary course of business and
(ii) to the extent constituting Indebtedness, obligations in respect of
purchasing card and credit card arrangements;

     

    (i) (1) Indebtedness or other obligations of
the Borrower in respect of any Existing Structured Securities; and
(2) Indebtedness or other obligations of the Borrower in respect
of any other Structured
Securities of the Borrower issued after the Effective Date, provided, that, in the case of this
clause (2), (A) such Structured Securities shall be on terms
reasonably satisfactory to the Administrative Agent, (B) such Indebtedness
and obligations shall be
subordinated and junior in right of payment to the Obligations, and (C) no
Default or Event of Default shall exist at the time such Structured Securities
are issued or shall result from such issuance, and in each case with
respect to clauses (1) and (2) above
in this subsection (i), extensions, renewals and replacements of
any such Indebtedness with Indebtedness of a similar type that does not increase
the outstanding principal amount thereof;

     

    
      
        
        

      

      
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    (j) the Maiden Debt, and extensions, renewals and replacements of the Maiden Debt
with Indebtedness of a similar type that does not increase the outstanding
principal amount thereof;

     

    (k) any repurchase obligations of the
Borrower under any Repurchase Agreement;

     

    (l) any Repurchase Liability of the
Borrower;

     

    (m) the UBI Seller Note Obligations, which
shall not be renewed, extended or refinanced;

     

    (n) Indebtedness of the Borrower or any Subsidiary as an
account party in respect of
letters of credit in an aggregate principal amount not exceeding
$25,000,000 at any time outstanding;

     

    (o) Permitted Qualifying Subordinated
Indebtedness;

     

    (p) Indebtedness assumed in connection with
a Permitted Acquisition in
accordance with the terms of this Agreement after the date hereof; provided that (i) such Indebtedness exists at
the time of such Permitted
Acquisition and is not created in contemplation of or in connection with such
Permitted Acquisition, (ii) no Default or Event of Default has occurred and is
continuing prior to the assumption of such Indebtedness or would arise after
giving effect (including giving effect on a Pro
Forma Basis) thereto and (iii) the sum of the aggregate principal amount of
Indebtedness (excluding for purposes of this clause (p) only, trust preferred
securities (A) which are on terms reasonably satisfactory to the Administrative Agent and (B) which
Indebtedness and obligations are subordinated and junior in right of payment to
the Obligations) permitted by this clause (p) and clause (q) shall not exceed
$50,000,000 at any time outstanding;

     

    (q) Indebtedness constituting deferred purchase price incurred in
connection with a Permitted Acquisition in accordance with the terms of this
Agreement after the date hereof; provided that the sum of the aggregate amount of
Indebtedness permitted by this clause (q) and clause (p) shall not exceed $50,000,000 at any time
outstanding; and

     

    (r) other unsecured Indebtedness in an
aggregate principal amount not exceeding $25,000,000 at any time
outstanding.

     

    SECTION 6.02.    Liens.  Create,
incur, assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, or assign or sell any income or revenues (including
accounts receivable) or rights in respect of any thereof, except:

     

    (a) Permitted
Encumbrances;

     

    (b) Liens under any Loan
Documents;

     

    (c) Liens on any property or asset of the
Borrower or any Subsidiary
existing on the Effective Date and not contemplated by any of subsections
(a) and (b)
above of this
Section 6.02 and set forth in Schedule
6.02; provided that (i) such Liens shall not
apply to any other property or asset of the Borrower or any Subsidiary and (ii) such
Liens shall secure only those obligations which it secures on the Effective Date
and (iii) such Liens shall not be renewed, extended or spread in any
way;

     

    
      
        
        

      

      
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    (d) Liens securing Indebtedness permitted
under Section 6.01(d); provided that (i) such Liens do not at any
time encumber any property other than the property financed by such Indebtedness
and (ii) the Indebtedness secured thereby does not exceed the cost or fair
market value, whichever is lower, of the property being acquired on the date of
acquisition;

     

    (e) Liens arising from precautionary Uniform
Commercial Code financing statements regarding operating leases or consignments;
provided such Liens extend solely to the assets
subject to such leases or consignments;

     

    (f) Liens securing collateralized Repurchase Agreements
constituting a borrowing of funds by the Borrower or any Subsidiary in the
ordinary course of business for investment purposes in accordance with the
Investment Policy of the Borrower;

     

    (g) Liens in connection with the cash
collateralization of
Indebtedness permitted under Section 6.01(n) so long as the principal amount of
Indebtedness secured by such Liens does not at any time exceed the aggregate
principal amount of Indebtedness permitted under Section 6.01(n);
and

     

    (h) Liens existing on any property or asset of any
Person that becomes a Subsidiary in accordance with the terms of this Agreement
after the date hereof prior to the time such Person becomes a Subsidiary or
Liens existing on any property or assets of any Person acquired in accordance with the terms of this
Agreement after the date hereof prior to the time such property or assets are
acquired; provided that (i) such Lien is not created in contemplation of or in
connection with such Person becoming a Subsidiary or such property or assets being acquired,
(ii) such Lien shall not apply to any other property or assets of the
Borrower or any other Subsidiary, (iii) such Lien shall secure only those
obligations which it secures on the date such Person becomes a Subsidiary or
such property or assets are acquired, (iv)
such Lien shall only secure only Indebtedness permitted by Section 6.01(p) and
(v) the principal amount of Indebtedness secured by such Liens does not at any
time exceed $10,000,000.

     

    SECTION 6.03.    Fundamental
Changes.  Enter
into any transaction of merger or consolidation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolutions), except that, so
long as no Default exists or would result therefrom:

     

    (a) any Wholly Owned Subsidiary of the
Borrower or any other Person may merge or consolidate with or
into the Borrower; provided that the Borrower is the surviving or
continuing Person of such transaction;

     

    (b) any Subsidiary of the Borrower may merge
or consolidate with or into any other Subsidiary of the Borrower; provided, however, that, if any Subsidiary party to such
transaction is a Wholly Owned Subsidiary of the Borrower, the surviving or
continuing Person of such transaction shall be a Wholly Owned Subsidiary of the
Borrower; provided, further, that, if any Subsidiary party to such transaction is a
Domestic Subsidiary of the Borrower, the surviving or continuing Person of such
transaction shall be a Domestic Subsidiary;

     

    (c) any Subsidiary of the Borrower may
dissolve, liquidate or wind up its affairs at any time; provided that all of its assets, if any, and
ongoing business are distributed or transferred to the Borrower or any other
Wholly Owned Subsidiary; and

     

    
      
        
        

      

      
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    (d) any Person (other than the Borrower) may
merge into any Subsidiary of the Borrower, provided that such Subsidiary of the Borrower is the surviving or
continuing Person of such transaction.

     

    SECTION 6.04.    Investments,
Loans, Advances, Guarantees and Acquisitions.  Purchase,
hold or acquire (including pursuant to any merger with any Person that was not a
Wholly Owned Subsidiary prior to such merger) any Equity Interest, evidences of
Indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, make or permit any capital
contribution to, or make or permit to exist any investment or any other interest
in, any other Person, or purchase or otherwise acquire (in one transaction or a
series of transactions) any assets of any other Person constituting a business
unit or all or a substantial part of the business of, such Person (the foregoing
is collectively referred to as “Investments”), except
that the following shall be permitted:

     

    (a) Investments existing on the Effective
Date and identified on Schedule
6.04;

     

    (b) Investments in Eligible Investments;
provided that such Investments shall be made
solely for investment purposes for the investment portfolio of the Borrower or
any Subsidiary in accordance with the Investment Policy of the Borrower and in
the ordinary course of
business;

     

    (c) advances to officers, directors and
employees of the Borrower and Subsidiaries of the Borrower in an aggregate
amount not to exceed $50,000 at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes;

     

    (d) Investments by the Borrower in any
Subsidiary; and Investments by any Subsidiary in any other
Subsidiary;

     

    (e) Guarantees constituting Indebtedness
permitted by Section 6.01;

     

    (f) Guarantees by the Borrower of Capital
Lease Obligations of any Subsidiary permitted by Section 6.01;

     

    (g) mergers and acquisitions permitted by
Section 6.03;

     

    (h) Swap Obligations permitted by
Section 6.06;

     

    (i) Permitted
Acquisitions;

     

    (j) Repurchase Agreements and Repurchase
Transactions;

     

    (k) the Borrower may acquire common
securities of a TOPS Trust issued by such TOPS Trust to the Borrower in
connection with any Structured Securities permitted by Section 6.01(i);
and

     

    (l) Strategic Investments so long as the
aggregate amount of all such Investments does not exceed $200,000,000 during the
term of this Agreement;
provided that no Strategic Investment in any
single Person or series of related Persons shall be in an aggregate amount in
excess of $60,000,000.

     

    SECTION 6.05.    Dispositions.  Make
any Disposition or enter into any agreement to make any Disposition,
except:

     

    
      
        
        

      

      
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    (a) Dispositions of used, worn out, obsolete or
surplus property by the Borrower or any Subsidiary of the Borrower in the
ordinary course of business that is, in the reasonable judgment of the Borrower,
no longer economically practicable to maintain or useful in the conduct of its
business;

     

    (b) Dispositions of inventory in the
ordinary course of business;

     

    (c) Dispositions by any Subsidiary of any
all or any of its business, property or assets to the Borrower or any other
Subsidiary;

     

    (d) (1) mergers and acquisitions permitted
by Section 6.03; and
(2) transfers or dispositions permitted by
Section 6.03(c);

     

    (e) licenses or sublicenses by the Borrower
or any Subsidiary of intellectual property and general intangibles, including,
without limitation, any proprietary software of the Borrower or any Subsidiary, and licenses, leases or
subleases by the Borrower or any Subsidiary of other property, in each case in
the ordinary course of business and which do not materially interfere with the
business of the Borrower or any of its Subsidiaries;

     

    (f) any sale or other disposition of cash or
Eligible Investments; provided, however, that, in the case of Eligible
Investments, such sale or disposition shall be made solely for and in connection
with the Borrower’s or any Subsidiary’s, as applicable, investment
portfolio and in accordance
with the Investment Policy of the Borrower;

     

    (g) ceding of insurance or reinsurance in
the ordinary course of business;

     

    (h) other Dispositions of any assets of the
Borrower or any of its Subsidiaries not otherwise permitted pursuant to
the foregoing in this
Section 6.05; provided that (A) no Default then exists or
would result therefrom, and (B) such assets to be Disposed pursuant to this
Section 6.05(h), together with all assets of the Borrower and its
Subsidiaries previously Disposed pursuant to this Section 6.05(h), do
not in the aggregate constitute a Substantial Portion of the assets of the
Borrower and its Subsidiaries; and

     

    (i) Dispositions of Investments made in
compliance with Section 6.04.

     

    SECTION 6.06.    Swap
Agreements.  Enter
into any Swap Agreement, except for the following:

     

    (a) Swap Agreements entered into by the
Borrower from time to time in connection with the Borrower’s investment portfolio and in accordance
with the Investment Policy of the Borrower.

     

    (b) Swap Agreements entered into to hedge or
mitigate risks to which the
Borrower or any Subsidiary has actual exposure (other than those in respect of
Equity Interests of the Borrower or any of its
Subsidiaries).

     

    (c) Swap Agreements entered into in order to
effectively cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any
Subsidiary.

     

    SECTION 6.07.    Restricted
Payments.  Declare
or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except
that, so long as no Default shall have occurred and be continuing at the time of
any action described below or would result therefrom:

     

    
      
        
        

      

      
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    (a) the Borrower may declare and pay dividends
with respect to its Equity Interests payable solely in additional shares of its
common stock;

     

    (b) the Borrower may declare and pay
dividends with respect to its Equity Interests payable in cash; provided that (i) such dividend payments are made in accordance
with the Borrower’s dividend policy as in effect as of the
Effective Date and any dividend policy in effect after the Effective Date
consistent with past practice, (ii) after giving immediate effect to such
dividend payments on a pro forma basis, the
Borrower shall be in compliance with all the covenants set forth in
Sections 6.15(a), (b), (c), (d) and (e) (in the case of
Section 6.15(c) only, determined as of the most recent Test Period
(assuming, for purposes of such Section 6.15(c), that such payment
had occurred on the last day of such relevant Test Period)) and (iii) such
dividends are not expressly prohibited pursuant to the terms of the Junior
Subordinated Debentures and the related Debenture
Indentures;

     

    (c) Subsidiaries may declare and pay dividends ratably
with respect to their Equity Interests;

     

    (d) the Borrower may make Restricted
Payments pursuant to and in accordance with stock option plans or other benefit
plans for management or employees of the Borrower and its Subsidiaries; and

     

    (e) the Borrower may repurchase shares of
its common stock in the open market or in privately negotiated transactions;
provided, that (1) the Board of Directors
of the Borrower shall have authorized such repurchase and the management of the
Borrower shall have
determined that such repurchase is in the best interest of the Borrower and
(2) the aggregate repurchase price to be paid by the Borrower for such
repurchase, taken together with the sum of all aggregate repurchase prices paid
by the Borrower in connection with all repurchases of
its common stock since the Effective Date shall not exceed $10,000,000;
and

     

    (f) the Borrower and any Subsidiary may make
any payment (even if such payment is in the form of a Restricted Payment) to the
Borrower or another
Subsidiary that is required to be made with respect to or in connection with the
terms of any tax sharing, tax allocation or other similar tax arrangement or
agreement entered into among the Borrower and its Wholly Owned
Subsidiaries.

     

    SECTION 6.08.    Transactions
with Affiliates.  Sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except the following shall be
permitted:

     

    (a) transactions with any of its Affiliates
in the ordinary course of business at prices and on terms and conditions not
less favorable to the Borrower or such Subsidiary than could be obtained on an
arm’s-length basis from unrelated third
parties or at such prices
and on terms and conditions that are consistent with past practices and approved
by the Board of Directors of the Borrower;

     

    (b) transactions may be entered into between
or among the Borrower and its Subsidiaries not involving any other Affiliate of
the Borrower to the extent
such transaction is expressly permitted pursuant to this
Agreement;

     

    (c) transactions may be entered into between
or among two or more Subsidiaries of the Borrower not involving any other
Affiliate of the
Borrower;

     

    
      
        
        

      

      
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    (d) any Restricted Payments permitted by
Section 6.07;

     

    (e) Investments permitted by
Sections 6.04(d), 6.04(i) and 6.04(l);

     

    (f) any transactions permitted by Section
6.03; and

     

    (g) transactions existing on the Effective
Date and described on Schedule
6.08 and any amendments
thereto that are not
materially adverse to the Lenders, as reasonably determined by the Board of
Directors of the Borrower, a duly authorized committee thereof or any
Responsible Officer of the Borrower.

     

    SECTION 6.09.    Restrictive
Agreements.  Directly
or indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or permit to exist
any Lien upon any of its property or assets, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares of
its capital stock or to make or repay loans or advances to the Borrower or any
other Subsidiary or to Guarantee Indebtedness of the Borrower or any other
Subsidiary; provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by
insurance law and related regulations or other law or by this Agreement,
(ii) the foregoing shall not apply to restrictions and conditions existing
on the Effective Date identified on Schedule 6.09 (but
shall apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (iv) clause (a) of the foregoing
shall not apply to restrictions or conditions imposed by any agreement relating
to secured Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness,
(v) clause (a) of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof and
(vi) any tax sharing, tax allocation or similar tax arrangement or agreement
entered into among the Borrower and its Subsidiaries.

     

    SECTION 6.10.    Nature of
Business.  Engage
in any material line of business substantially different from those lines of
business conducted by the Borrower and its Subsidiaries on the Effective Date
(which, for the avoidance of doubt, includes the Insurance Business and asset
management activities) or any business related or incidental
thereto.

     

    SECTION 6.11.    Accounting
Changes; Fiscal Year.  Make
any change in (i) its accounting policies or financial reporting practices
except as required or permitted by GAAP or SAP, as the case may be, in effect
from time to time or (ii) its fiscal year.

     

    SECTION 6.12.    Use of
Proceeds.  Use
the proceeds of the Loans, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulations T, U and X of the Board) or to extend credit
to others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose.

     

    
      
        
        

      

      
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    SECTION 6.13.    Prepayments,
Etc. of Other Indebtedness; and Modifications of Certain Other
Agreement.  Directly
or indirectly:

     

    (a) make, or agree or offer to pay or make
any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on the Junior
Subordinated Debentures or any guarantees of the Borrower in respect
of any Structured
Securities issued with respect thereto, or any payment or other distribution
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancelation or termination of any such
Junior Subordinated Debentures or any such guarantees, except for payments of
regularly scheduled interest and mandatory payments of fees and expenses in each
case required by the terms of the applicable Debenture Indentures or other documents evidencing or
governing any such Junior Subordinated Debentures or guarantees, but only to the
extent permitted under the subordination provisions applicable thereto;
or

     

    (b) amend, modify, waive or otherwise
change, or consent or agree
to any amendment, modification, waiver or other change to, any of the terms of
any Indebtedness in respect of any such Junior Subordinated Debentures or any
such guarantees or any agreement evidencing, governing or otherwise related to
such Indebtedness:

     

    (i) which amends or modifies the
subordination provisions contained therein;

     

    (ii) which shortens the fixed maturity or
shortens the time of payment of interest on, or increases the amount or shortens
the time of payment of any principal or premium payable whether at maturity, at a date fixed for
prepayment or by acceleration or otherwise of such Indebtedness, or increases
the amount of, or accelerates the time of payment of, any fees payable in
connection therewith; or

     

    (iii) which relates to the affirmative or
negative covenants, events
of default or remedies under the documents or instruments evidencing such
Indebtedness and the effect of which is to subject the Borrower or any of its
Subsidiaries to any more onerous or more restrictive
provisions.

     

    SECTION 6.14.    Limitation
on Modification of UBI
Seller Note.  Directly
or indirectly amend, modify or change, or permit the amendment, modification or
change of, the UBI Seller Note, except with the prior written consent of the
Administrative Agent.

     

    SECTION 6.15.    Financial
Covenants.

     

    (a) Consolidated
Net Worth.  The Borrower will not
permit the Consolidated Net Worth at any time to be less than the sum of
(i) $550,000,000 and (ii) 50% of Consolidated Net Income of the
Borrower and its Subsidiaries for each fiscal year of the Borrower (beginning
with the fiscal year ending
December 31, 2011) for which such Consolidated Net Income is
positive.

     

    (b) Consolidated
Leverage Ratio.  The Borrower will not
permit the Consolidated Leverage Ratio at any time to exceed 0.35 to
1.0.

     

    (c) Consolidated
Fixed Charge Coverage Ratio.  The Borrower will not permit the
Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of
the Borrower during any period set forth below to be less than the applicable ratio set forth below
opposite such period:

     

    
      
        
          
            
              
                
                  	
                          Period:

                        	 	
                          Consolidated Fixed Charge

                          Coverage Ratio

                        
	
                          Effective
      Date through

                          December
      31, 2012

                        	 	
                          4.0
      to 1.0

                        
	 	 	 
	
                          March
      31, 2013 and thereafter

                        	 	
                          2.0
      to
1.0

                        


                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    (d) Risk-Based
Capital.  The
Borrower will not permit “total adjusted capital” (within the meaning of the Insurance
Model Act as of the Effective Date) of any of its existing or
future U.S. Regulated Insurance Companies, in each case as determined as of the
end of each fiscal year, commencing with the fiscal year ending
December 31, 2010, to
be less than 200.0% of the applicable “Company Action Level RBC” (within the meaning of the Model Act)
for such Regulated Insurance Company.

     

    (e) Consolidated
Surplus.  The
Borrower will not permit the Consolidated Surplus at any time to be less than
the sum of (i) $675,000,000 and (ii) 50% of Consolidated
Net Income of the Borrower
and its Subsidiaries for each fiscal year of the Borrower (beginning with the
fiscal year ending December 31, 2011) for which such Consolidated Net
Income is positive.

     

    (f) Minimum
Rating.  The
Borrower will not permit or suffer the financial strength rating of each Regulated
Insurance Company by A.M. Best Company to be less than
“A-” at any time to the extent such
Regulated Insurance Company is rated by A.M. Best
Company.

     

    (g) Calculations.  For purposes of determining
compliance with the financial covenant set forth in
Section 6.15(c), with respect to any Test Period during which a Permitted
Acquisition or an Asset Sale has occurred:  (a) the components of
Consolidated Fixed Charge Coverage Ratio shall be calculated with respect to
such Test Period on a Pro Forma Basis as if
each such Permitted Acquisition had been consummated on the first day of such
Test Period and as if each such Asset Sale had been consummated on the day
immediately prior to the first day of such Test Period; and
(b) Consolidated Interest Expense shall be
calculated on a Pro Forma Basis to give effect to any Indebtedness
incurred, assumed or permanently repaid or extinguished during the relevant Test
Period in connection with any Permitted Acquisitions and Asset Sales as
if such incurrence, assumption, repayment
or extinguishing had been effected on the first day of such Test
Period.

     

    ARTICLE VII

      

    Events of
Default

     


    If any of
the following events (“Events of Default”)
shall occur:

     

    (a) the Borrower shall fail to pay any
principal of any Loan or
any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or otherwise;

     

    (b) the Borrower shall fail to pay any
interest on any Loan or any
fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and
as the same shall become due and payable, and such failure shall continue
unremedied for a period of three (3) Business
Days;

     

    (c) any representation or warranty made or
deemed made by or on behalf of the Borrower or any Subsidiary in or in
connection with this Agreement or any other Loan Document or any amendment or
modification hereof or thereof or waiver hereunder or thereunder, or in
any report, certificate, financial statement or other document furnished
pursuant to or in connection with this Agreement or any amendment or
modification hereof or waiver hereunder, shall prove to have been
incorrect when made or deemed
made;

     

    
      
        
        

      

      
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    (d) the Borrower shall fail to observe or
perform any covenant, condition or agreement contained in Section 5.02,
5.03 (with respect to the Borrower’s existence), 5.06(b) or 5.08 or in
Article VI;

     

    (e) the Borrower shall fail to
observe or perform any
covenant, condition or agreement contained in this Agreement (other than those
specified in clause (a), (b), (c) or (d) of this Article), and
such failure shall continue unremedied for a period of thirty
(30) consecutive calendar days after the earlier of (i) actual
knowledge of the Borrower of such default and (ii) notice thereof from the
Administrative Agent to the Borrower;

     

    (f) the Borrower or any Subsidiary shall
fail to make any payment (whether of principal or interest and regardless of
amount) in respect of any
Material Indebtedness, when and as the same shall become due and
payable;

     

    (g) any event or condition occurs that
results in any Material Indebtedness becoming due prior to its scheduled
maturity or that enables or permits (with or without the giving of notice, the lapse of
time or both) the holder or holders of any Material Indebtedness or any trustee
or agent on its or their behalf to cause any Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its
scheduled maturity; provided that this subsection (g) shall not
apply to secured Indebtedness that becomes due as a result of the voluntary sale
or transfer of the property or assets securing such
Indebtedness;

     

    (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Borrower or any Subsidiary or its debts, or of
a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part
of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 60 days or an
order or decree approving or ordering any of the foregoing shall be
entered;

     

    (i) the Borrower or any Subsidiary shall
(A) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(B) consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article,
(C) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or any
Subsidiary or for a substantial part of its
assets, (D) file an answer admitting the material allegations of a petition
filed against it in any such proceeding, (E) make a general assignment for
the benefit of creditors or (F) take any action for the purpose of
effecting any of the
foregoing;

     

    (j) the Borrower or any Subsidiary shall
become unable, admit in writing its inability or fail generally to pay its debts
as they become due;

     

    (k) there is entered against the Borrower or
any Subsidiary thereof (A) one or more final judgments or orders for the payment of
money in an aggregate amount (as to all such judgments and orders) exceeding
$15,000,000 (to the extent not covered by independent third-party insurance, has
been notified of the potential claim and does not dispute coverage), or (B) any one or more
non-monetary final judgments that have, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and in case of
either (A) or (B), (x) enforcement proceedings are commenced by any
creditor upon such judgment or order, or
(y) there is a period of 30 consecutive days during which a stay of
enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect;

     

    
      
        
        

      

      
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    (l) one or more ERISA Events or
noncompliance with respect to Foreign Pension Plans shall have
occurred that when taken together with all other such ERISA Events and
noncompliance with respect to Foreign Pension Plans that have occurred, could
reasonably be expected to result in liability of the Borrower and its
Subsidiaries and its ERISA Affiliates in
an aggregate amount exceeding (i) the Threshold Amount in any year or
(ii) the Threshold Amount for all periods;

     

    (m) a Change in Control shall
occur;

     

    (n) any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or the satisfaction in full of all the
Obligations, shall cease to be in full force and effect; or the Borrower (or any
Person by, through or on behalf of the Borrower), shall contest in any manner the validity or
enforceability of any provision of any Loan Document; or the Borrower shall deny
that it has any or further liability or obligation under any provision of any
Loan Document, or purport to revoke, terminate or rescind any provision of any Loan Document;
or

     

    (o) any one or more Insurance Licenses of
the Borrower or any of its Regulated Insurance Companies shall be suspended,
limited or terminated or shall not be renewed, or any other action shall be
taken by any Governmental Authority, and such suspension, limitation,
termination, non-renewal or action, either individually or in the aggregate, has
had, or would reasonably be expected to have, a Material Adverse
Effect.

     

    then, and
in every such event (other than an event with respect to the Borrower described
in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different
times:  (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
Obligations of the Borrower accrued hereunder and under the other Loan
Documents, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; and in case of any event with respect to the Borrower described in
clause (h) or (i) of this Article, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other Obligations accrued hereunder and under
the other Loan Documents, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.  Upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent may, and at the
request of the Required Lenders shall, exercise any rights and remedies provided
to the Administrative Agent under the Loan Documents or at law or
equity.

     

    ARTICLE VIII

      

    The
Administrative Agent

     


    Each of
the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf, including execution of the other Loan Documents, and to exercise
such powers as are delegated to the Administrative Agent by the terms of the
Loan Documents, together with such actions and powers as are reasonably
incidental thereto.

     

    
      
        
        

      

      
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    The bank
serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Administrative Agent, and such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if it
were not the Administrative Agent hereunder.

     

    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in the Loan Documents.  Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be
subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise in writing
as directed by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in
Section 9.02), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02) or in the absence of
its own gross negligence or willful misconduct.  The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or in
connection with any Loan Document, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth in any
Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or
elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

     

    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

     

    The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through
their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.

     

    
      
        
        

      

      
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    Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Borrower.  Upon any
such resignation, the Required Lenders shall have the right, with the consent of
the Borrower (such consent not to be unreasonably withheld), to appoint a
successor; provided, that no
such consent of the Borrower shall be required in the event a Default or Event
of Default has occurred and is continuing.  If no successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders and the Issuing Bank, appoint a successor Administrative
Agent which shall be a bank with an office in New York, New York, or an
Affiliate of any such bank.  Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder.  The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor.  After the Administrative Agent’s resignation
hereunder, the provisions of this Article and Section 9.03 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while it was acting as Administrative
Agent.

     

    Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any other Loan Document or
any related agreement or any document furnished hereunder or
thereunder.

     

    None of
the Lenders, if any, identified in this Agreement as a Syndication Agent or
Documentation Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such.  Without limiting the foregoing, none of such Lenders
shall have or be deemed to have a fiduciary relationship with any
Lender.  Each Lender hereby makes the same acknowledgments with
respect to the relevant Lenders in their respective capacities as Syndication
Agent or Documentation Agent, as applicable, as it makes with respect to the
Administrative Agent in the preceding paragraph.

     

    The
Lenders are not partners or co-venturers, and no Lender shall be liable for the
acts or omissions of, or (except as otherwise set forth herein in case of the
Administrative Agent) authorized to act for, any other Lender.  The
Administrative Agent shall have the exclusive right on behalf of the Lenders to
enforce the payment of the principal of and interest on any Loan after the date
such principal or interest has become due and payable pursuant to the terms of
this Agreement.

     

    ARTICLE IX

      

    Miscellaneous

      

    SECTION 9.01.    Notices.  (a)  Except
in the case of notices and other communications expressly permitted to be given
by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

     

    (i) if to the Borrower, to it at AmTrust
Financial Services, Inc., 59 Maiden Lane, 6th Floor, New York, NY 10038, Attention of
Harry Schlachter, Treasurer
(Telecopy No. 212-220-7130; Telephone
No. 212-220-7120);

     

    
      
        
        

      

      
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    (ii) if to the Administrative Agent, to
JPMorgan Chase Bank, N.A., JPMorgan Loan Services, 10 South Dearborn Street, 7th
Floor, Chicago, IL 60603-2003, Attention of Teresita Siao (Telecopy
No. (888) 266-8058),
with a copy to JPMorgan
Chase Bank, N.A., 277 Park Avenue, 23rd Floor, New York, NY 10172, Attention of
Eugene Kennedy III (Telecopy No. (646) 534-3081);

     

    (iii) if to the Issuing Bank, to it at
JPMorgan Chase Bank, N.A., JPMorgan Loan Services, 10 South Dearborn Street, 7th Floor, Chicago, IL 60603-2003,
Attention of Debra Williams (Telecopy No. (888) 266-8058);
and

     

    (iv) if to any other Lender, to it at its
address (or telecopy number) set forth in its Administrative
Questionnaire.

     

    (b) Notices and other
communications to the
Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to
notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable
Lender.  The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

     

    (c) Any party hereto may change its address
or telecopy number for notices and other communications hereunder by notice to
the other parties hereto.  All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the date of receipt.

     

    SECTION 9.02.    Waivers;
Amendments.  (a)  No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power.  The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have.  No waiver of any provision
of this Agreement or consent to any departure by the Borrower therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b)
of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without
limiting the generality of the foregoing, the making of a Loan or issuance of a
Letter of Credit shall not be construed as a waiver of any Default, regardless
of whether the Administrative Agent, any Lender or the Issuing Bank may have had
notice or knowledge of such Default at the time.

     

    (b) Except as provided in Section 2.20
with respect to an
Incremental Term Loan Amendment, neither this Agreement nor any provision hereof
may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Borrower and the Required Lenders or by the
Borrower and the Administrative Agent with the
consent of the Required Lenders; provided that no such agreement shall
(i) increase  the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the
rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender directly affected thereby, (iii) postpone
the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender directly affected thereby, (iv) change Section 2.18(b) or (d) in
a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender or (v) change any of the provisions of this
Section or the definition of “Required Lenders” or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender (it being understood that, solely with the consent of the parties prescribed
by Section 2.20 to be parties to an Incremental Term Loan Amendment,
Incremental Term Loans may be included in the determination of Required Lenders
on substantially the same basis as the Commitments and the Revolving Loans are included on the Effective
Date); provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent or
the Issuing Bank hereunder without the prior written consent of the
Administrative Agent or the
Issuing Bank, as the case may be.

     

    
      
        
        

      

      
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    (c) Notwithstanding the foregoing, this
Agreement and any other Loan Document may be amended (or amended and restated)
with the written consent of the Required Lenders, the Administrative Agent and
the Borrower to each
relevant Loan Document (x) to add one or more credit facilities (in
addition to the Incremental Term Loans pursuant to an Incremental Term Loan
Amendment) to this Agreement and to permit extensions of credit from time to
time outstanding thereunder and the accrued interest and fees in
respect thereof to share ratably in the benefits of this Agreement and the other
Loan Documents with the Revolving Loans, Incremental Term Loans and the accrued
interest and fees in respect thereof and (y) to include appropriately the Lenders holding such
credit facilities in any determination of the Required Lenders and
Lenders.

     

    (d) If, in connection with any proposed
amendment, waiver or consent  requiring the consent of “each Lender” or “each Lender directly affected
thereby,” the consent of the Required Lenders is
obtained, but the consent of other necessary Lenders is not obtained (any such
Lender whose consent is necessary but not obtained being referred to herein as a
“Non-Consenting
Lender”), then the Borrower may elect to replace a Non-Consenting
Lender as a Lender party to this Agreement, provided that, concurrently with
such replacement, (i) another bank or other entity which is reasonably
satisfactory to the Borrower and the Administrative Agent shall agree,
as of such date, to purchase for cash the
Loans and other Obligations due to the Non-Consenting Lender pursuant to an
Assignment and Assumption and to become a Lender for all purposes under this
Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date
and to comply with the requirements of clause (b) of Section 9.04, and
(ii) the Borrower shall pay to such Non-Consenting Lender in same day funds
on the day of such replacement (1) all interest, fees and other
amounts then accrued but unpaid to such
Non-Consenting Lender by the Borrower hereunder to and including the date of
termination, including without limitation payments due to such Non-Consenting
Lender under Sections 2.15 and 2.17, and (2) an amount, if any,
equal to the payment which would have been
due to such Lender under Section 2.16 on the day of such replacement had the
Loans of such Non-Consenting Lender been prepaid on such date rather than sold
to the replacement Lender.

     

    (e) Notwithstanding anything to the
contrary herein the
Administrative Agent may, with the consent of the Borrower only, amend, modify
or supplement this Agreement or any of the other Loan Documents to cure any
ambiguity, omission, mistake, defect or inconsistency.

     

    
      
        
        

      

      
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    SECTION 9.03.    Expenses;
Indemnity; Damage
Waiver.  (a)  The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by
the Administrative Agent and its Affiliates, including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent, in connection
with the syndication and distribution (including, without limitation, via the
internet or through a service such as Intralinks) of the credit facilities
provided for herein, the preparation and administration of this Agreement and
the other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all reasonable out-of-pocket expenses incurred
by the Administrative Agent, the Issuing Bank or any Lender, including the
reasonable fees, charges and disbursements of one firm as counsel for the
Administrative Agent (and, in addition to such firm, any local counsel engaged
in each relevant jurisdiction by such firm), one firm as counsel for the Issuing
Bank (and, in addition to such firm, any local counsel engaged in each relevant
jurisdiction by such firm), and one additional firm as counsel for the Lenders
(and, in addition to such firm, any local counsel engaged in each relevant
jurisdiction by such firm) and additional counsel as the Administrative Agent,
the Issuing Bank or any Lender or group of Lenders reasonably determines are
necessary in light of actual or potential conflicts of interest or the
availability of different claims or defenses, in connection with the enforcement
or protection of its rights in connection with this Agreement and any other Loan
Document, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during  any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

     

    (b) The Borrower shall indemnify the
Administrative Agent, the Issuing Bank and each Lender, and each Related Party
of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including the reasonable fees, charges and disbursements of any
counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of any Loan Document
or any agreement or instrument contemplated thereby, the performance by the
parties hereto of their respective obligations
thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank to
honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or
alleged presence or release of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is
a party thereto; provided that such indemnity shall
not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such
Indemnitee.  This Section 9.03(b) shall not apply with respect to
Taxes other than any Taxes that represent losses or damages arising from any
non-Tax claim.

     

    (c) To the extent that the Borrower fails to
pay any amount required to be paid by it to the Administrative Agent or the
Issuing Bank under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent or the Issuing Bank, as the
case may be, such Lender’s Applicable Percentage (determined as
of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount (it
being understood that the Borrower’s failure to pay any such amount shall
not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent or the Issuing
Bank in its capacity as such.

     

    
      
        
        

      

      
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    (d) To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee (i) for any damages arising
from the use by others of information or other materials obtained through
telecommunications, electronic or other information transmission systems
(including the Internet), or (ii) on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

     

    (e) All
amounts due under this Section shall be payable not later than fifteen
(15) days after written demand therefor.

     

    SECTION
9.04.    Successors and
Assigns.  (a)  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit),
except that (i) the Borrower may not assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section.  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit),  Participants (to
the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

     

    (b)
 (i)  Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld)
of:

     

    (A) the
Borrower (provided that the Borrower shall be deemed to have consented to any
such assignment unless it shall object thereto by written notice to the
Administrative Agent within five (5) Business Days after having received
notice thereof);  provided, further,
that no consent of the Borrower shall be required for an assignment to a Lender,
an Affiliate of a Lender, an Approved Fund or, if an Event of Default has
occurred and is continuing, any other assignee;

     

    (B) the
Administrative Agent; and

     

    (C) the
Issuing Bank.

     

    (ii)
Assignments shall be subject to the following additional
conditions:

     

    (A)
except in the case of an assignment to a Lender or an Affiliate of a Lender or
an Approved Fund or an assignment of the entire remaining amount of the
assigning Lender’s Commitment or Loans of any Class, the amount of the
Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 unless each of the Borrower and the Administrative Agent otherwise
consent, provided that no such
consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;

     

    
      
         


      

      
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    (B) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement, provided
that this clause shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender’s rights and obligations in
respect of one Class of Commitments or Loans;

     

    (C) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500, such fee to be paid by either the assigning Lender or the assignee
Lender or shared between such Lenders; and

     

    (D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire in which the assignee designates one or more
credit contacts to whom all syndicate-level information (which may contain
material non-public information about the Borrower and its affiliates and their
Related Parties or their respective securities) will be made available and who
may receive such information in accordance with the assignee’s compliance
procedures and applicable laws, including Federal and state securities
laws.

     

    For the
purposes of this Section 9.04(b), the term “Approved Fund” has
the following meaning:

     

    “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.

     

    (iii)
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)
of this Section, from and after the effective date specified in each Assignment
and Assumption the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of
Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section.

     

    (iv) The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Bank and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the Borrower,
the Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.

     

    
      
         


      

      
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    (v) Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
and any written consent to such assignment required by paragraph (b) of
this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register; provided that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or
(e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no
obligation to accept such Assignment and Assumption and record the information
therein in the Register unless and until such payment shall have been made in
full, together with all accrued interest thereon.  No assignment shall
be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

     

    (c) Any
Lender may, without the consent of the Borrower, the Administrative Agent or the
Issuing Bank, sell participations to one or more banks or other entities (a
"Participant")
in all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that
(A) such Lender's obligations under this Agreement shall remain unchanged;
(B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations; and (C) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement.  Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such
Participant.  The Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the
requirements and limitations therein, including the requirements under
Section 2.17(f) (it being understood that the documentation required under
Section 2.17(f) shall be delivered to the participating Lender)) to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section; provided that such
Participant (A) agrees to be subject to the provisions of Sections 2.18 and
2.19 as if it were an assignee under paragraph (b) of this Section; and (B)
shall not be entitled to receive any greater payment under Sections 2.15 or
2.17, with respect to any participation, than its participating Lender would
have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation.  To the extent permitted by
law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees
to be subject to Section 2.18(d) as though it were a
Lender.  Each Lender that sells a participation shall, acting solely
for this purpose as an agent of the Borrower, maintain a register on which it
enters the name and address of each Participant and the principal amounts (and
stated interest) of each Participant's interest in the Loans or other
obligations under this Agreement (the "Participant Register"); provided that no
Lender shall have any obligation to disclose all or any portion of the
Participant Register to any Person (including the identity of any Participant or
any information relating to a Participant's interest in any Commitments, Loans,
Letters of Credit or its other obligations under any Loan Document) except to
the extent that such disclosure is necessary to establish that such Commitment,
Loan, Letter of Credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations.  The entries in
the Participant Register shall be conclusive absent manifest error, and such
Lender shall treat each person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary.

     

    
      
         


      

      
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    (d) Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

     

    SECTION
9.05.    Survival.  All
covenants, agreements, representations and warranties made by the Borrower in
the Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not expired or terminated.  The provisions of
Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and
remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any other Loan Document or any provision hereof or
thereof.

     

    SECTION
9.06.    Counterparts; Integration;
Effectiveness.  This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This
Agreement, the other Loan Documents and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or other electronic imaging shall be effective as
delivery of a manually executed counterpart of this Agreement.

     

    SECTION
9.07.    Severability.  Any
provision of any Loan Document held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions thereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

    SECTION
9.08.    Right of
Setoff.  If
an Event of Default shall have occurred and be continuing,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final and
in whatever currency denominated) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of
the Borrower against any of and all of the Obligations held by such Lender,
irrespective of whether or not such Lender shall have made any demand under the
Loan Documents and although such obligations may be unmatured.  The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may
have.

     

    
      
        
        

      

      
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    SECTION
9.09.    Governing Law; Jurisdiction;
Consent to Service of Process.  (a)  This
Agreement shall be construed in accordance with and governed by the law of the
State of New York.

     

    (b) The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to any Loan
Document, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against the Borrower or its properties in the courts
of any jurisdiction.

     

    (c) The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to
in paragraph (b) of this Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

     

    (d) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

     

    SECTION
9.10.    WAIVER OF JURY
TRIAL.  EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

     

    SECTION
9.11.    Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

     

    
      
         


      

      
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    SECTION
9.12.    Confidentiality.  Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any
regulatory authority (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection
with the exercise of any remedies under this Agreement or any other Loan
Document or any suit, action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii)any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative
Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source
other than the Borrower.  For the purposes of this Section,
“Information” means all information received from the Borrower relating to the
Borrower or its business, other than any such information that is available to
the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

     

    SECTION
9.13.    USA PATRIOT
Act.  Each
Lender that is subject to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”) hereby
notifies the Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance
with the Act.

     

    [Signature
Pages Follow]



    
      
         


      

      
        75

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

    
      
        
          	
                  AMTRUST
      FINANCIAL SERVICES, INC.,

                
	
                  as
      the Borrower

                
	 
	
                  By

                	
                  /s/ Harry Schlachter

                
	
                  Name:
      Harry Schlachter

                
	
                  Title:
      Treasurer

                


        

      

    

     

    Signature
Page to Credit Agreement

    AmTrust
Financial Services, Inc.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                JPMORGAN
      CHASE BANK, N.A., individually as a

                Lender,
      as the Issuing Bank and as Administrative Agent

              
	 
      
	
                By

              	
                /s/ Eugene M. Kennedy

              
	
                Name:
      Eugene M. Kennedy

              
	
                Title:
      Vice President

              
	 
      
	
                THE
      BANK OF NOVA SCOTIA, individually as a

                Lender
      and as Syndication Agent

              
	 
      
	
                By

              	
                /s/ David Mahmood

              
	
                Name:
      David Mahmood

              
	
                Title:
      Managing Director

              
	 
      
	
                SUNTRUST
      BANK, individually as a Lender and as

                Documentation
      Agent

              
	 
      
	
                By

              	
                /s/ Keith A. Cox

              
	
                Name:
      Keith A. Cox

              
	
                Title:
      Managing Director

              
	 
      
	
                KEYBANK
      NATIONAL ASSOCIATION, as a Lender

              
	 
      
	
                By

              	
                /s/ Mary K. Young

              
	
                Name:
      Mary K. Young

              
	
                Title:
      Senior Vice President

              
	 
      
	
                ASSOCIATED
      BANK, NATIONAL ASSOCIATION,

                as
      a Lender

              
	 
      
	
                By

              	
                /s/ Liliana Huerta

              
	
                Name:
      Liliana Huerta

              
	
                Title:
      Vice President

              
	 
      
	
                CHANG
      HWA COMMERCIAL BANK, LTD., NEW

                YORK
      BRANCH, as a Lender

              
	 
      
	
                By

              	
                /s/ Eric Y.S. Tsai

              
	
                Name:
      Eric Y.S. Tsai

              
	
                Title:
      Vice President & General
Manager

              


      

    

    


     

    Signature
Page to Credit Agreement

    AmTrust
Financial Services, Inc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 1.01 –
Existing Regulated Insurance Companies

     

    
      	
              1.

            	
              AmTrust
      International Insurance, Ltd.

            


    

    
      	
              2.

            	
              AmTrust
      Captive Solutions Limited

            


    

    
      	
              3.

            	
              AmTrust
      Re 2007 (Luxembourg)

            


    

    
      	
              4.

            	
              AmTrust
      Re Delta

            


    

    
      	
              5.

            	
              AmTrust
      International Underwriters Limited

            


    

    
      	
              6.

            	
              AmTrust
      Europe Ltd.

            


    

    
      	
              7.

            	
              Pedigree
      Livestock Insurance Limited

            


    

    
      	
              8.

            	
              AmTrust
      Insurance Company of Kansas, Inc.

            


    

    
      	
              9.

            	
              AmTrust
      Lloyd’s Insurance Company of Texas

            


    

    
      	
              10.

            	
              Associated
      Industries Insurance Company, Inc.

            


    

    
      	
              11.

            	
              Milwaukee
      Casualty Insurance Co.

            


    

    
      	
              12.

            	
              Security
      National Insurance Company

            


    

    
      	
              13.

            	
              Technology
      Insurance Company, Inc.

            


    

    
      	
              14.

            	
              Rochdale
      Insurance Company

            


    

    
      	
              15.

            	
              Wesco
      Insurance Company

            


    

     

    Schedule
1.01


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.01

     

    COMMITMENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      LENDER

                                    	 	
                                      COMMITMENT

                                    	 
	 	 	 	 
	
                                      JPMORGAN
      CHASE BANK, N.A.

                                    	 	$	35,000,000	 
	 	 	 	 	 
	
                                      THE
      BANK OF NOVA SCOTIA

                                    	 	$	35,000,000	 
	 	 	 	 	 
	
                                      SUNTRUST
      BANK

                                    	 	$	30,000,000	 
	 	 	 	 	 
	
                                      KEYBANK
      NATIONAL ASSOCIATION

                                    	 	$	25,000,000	 
	 	 	 	 	 
	
                                      ASSOCIATED
      BANK, NATIONAL ASSOCIATION

                                    	 	$	20,000,000	 
	 	 	 	 	 
	
                                      CHANG
      HWA BANK COMMERCIAL BANK, LTD., NEW YORK BRANCH

                                    	 	$	5,000,000	 
	 	 	 	 	 
	
                                      AGGREGATE
      COMMITMENT

                                    	 	$	150,000,000	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Schedule
2.01


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.06

     

    EXISTING
LETTERS OF CREDIT

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Issuer

                                	 	
                                  LC Number

                                	 	
                                  Amount

                                	 	
                                  Beneficiary

                                	 	
                                  Expiration Date

                                
	 	 	 	 	 	 	 	 	 
	
                                  JPMorgan
      Chase Bank, N.A.

                                	 	
                                  CTCS-804072

                                	 	$	4,500,000	 	
                                  Amtrust
      Insurance Company of Kansas

                                	 	
                                  12/31/11

                                
	 
      	 	 
      	 	 	 	 	 
      	 	 
      
	
                                  JPMorgan
      Chase Bank, N.A.

                                	 	
                                  CTCS-804073

                                	 	$	3,800,000	 	
                                  Milwaukee
      Casualty Insurance Company

                                	 	
                                  12/31/11

                                
	 
      	 	 
      	 	 	 	 	 
      	 	 
      
	
                                  JPMorgan
      Chase Bank, N.A.

                                	 	
                                  CTCS-804074

                                	 	$	200,000	 	
                                  Trinity
      Lloyds Insurance Company

                                	 	
                                  12/31/11

                                
	 
      	 	 
      	 	 	 	 	 
      	 	 
      
	
                                  JPMorgan
      Chase Bank, N.A.

                                	 	
                                  TTTS-269078

                                	 	$	2,862,841	 	
                                  State
      National Insurance Company Inc.

                                	 	
                                  06/27/11

                                
	 
      	 	 
      	 	 	 	 	 
      	 	 
      
	
                                  JPMorgan
      Chase Bank, N.A.

                                	 	
                                  TTTS-329420

                                	 	$	1,874,277	 	
                                  Great
      American Insurance Company

                                	 	
                                  05/01/11

                                
	 
      	 	 
      	 	 	 	 	 
      	 	 
      
	
                                  JPMorgan
      Chase Bank, N.A.

                                	 	
                                  TTTS-334393

                                	 	$	6,432,479	 	
                                  United
      Specialty Insurance Company

                                	 	
                                  06/30/11

                                
	 
      	 	 
      	 	 	 	 	 
      	 	 
      
	
                                  JPMorgan
      Chase Bank, N.A.

                                	 	
                                  TTTS-382903

                                	 	$	8,174,302	 	
                                  Associated
      Industries Insurance Company Inc.

                                	 	
                                  01/01/12

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Schedule
2.06

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 3.15 –
Subsidiaries

     

    
      
        
          	
                  Entity Name

                	 
      	
                  Jurisdiction of

                  Organization

                	 
      	
                   

                  Person Holding Interest

                	 
      	
                  Percentage

                  Interest

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  AII
      Insurance Management Limited

                	 
      	
                  Bermuda

                	 
      	
                  AmTrust
      International Insurance Ltd.

                	 
      	
                  100%

                
	
                  AII
      Investment Holdings Limited

                	 
      	
                  Bermuda

                	 
      	
                  AmTrust
      International Insurance Ltd.

                	 
      	
                  100%

                
	
                  AII
      Reinsurance Broker, Ltd.

                	 
      	
                  Bermuda

                	 
      	
                  AmTrust
      North America, Inc.

                	 
      	
                  100%

                
	
                  AIU
      Management Services Limited

                	 
      	
                  Ireland

                	 
      	
                  AmTrust
      International Underwriters Limited

                	 
      	
                  100%

                
	
                  AMT
      Service Corp. of Canada, ULC

                	 
      	
                  Alberta,
      Canada

                	 
      	
                  AMTS
      Holding Corp.

                	 
      	
                  100%

                
	
                  AMT
      Warranty Corp.

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      Financial Services, Inc.

                  Joel
      San Antonio

                  AmTrust
      Financial Services, Inc.

                	 
      	
                  80%
      Com

                  20%
      Com

                  100%
      Pfd

                
	
                  AmTrust
      Captive Holdings Limited

                	 
      	
                  Luxembourg

                	 
      	
                  AmTrust
      International Insurance Ltd.

                	 
      	
                  100%

                
	
                  AmTrust
      Captive Solutions Limited

                	 
      	
                  Luxembourg

                	 
      	
                  AmTrust
      Captive Holdings Limited

                	 
      	
                  100%

                
	
                  AmTrust
      E&S Insurance Services, Inc.

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  AmTrust
      Europe Ltd.

                	 
      	
                  England

                	 
      	
                  I.G.I.
      Group Limited

                	 
      	
                  100%

                
	
                  AmTrust
      Europe Legal, Ltd.

                	 
      	
                  England

                	 
      	
                  AmTrust
      Europe Ltd.

                	 
      	
                  100%

                
	
                  AmTrust
      Insurance Company of Kansas, Inc.

                	 
      	
                  Kansas

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  AmTrust
      International Insurance, Ltd.

                	 
      	
                  Bermuda

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  AmTrust
      International Underwriters Limited

                	 
      	
                  Ireland

                	 
      	
                  AmTrust
      International Insurance Ltd.

                	 
      	
                  100%

                
	
                  AmTrust
      Lloyd’s Corporation

                	 
      	
                  Texas

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  AmTrust
      Lloyd’s Insurance Company of Texas

                	 
      	
                  Texas

                	 
      	
                  AmTrust
      Lloyd’s Corporation

                	 
      	
                  100%

                
	
                  AmTrust
      Management Services, Ltd.

                	 
      	
                  England

                	 
      	
                  I.G.I.
      Group Limited

                	 
      	
                  100%

                
	
                  AmTrust
      (Nevis) Holdings Limited

                	 
      	
                  Nevis

                	 
      	
                  AmTrust
      International Insurance Ltd.

                	 
      	
                  100%

                
	
                  AmTrust
      (Nevis) Limited

                	 
      	
                  Nevis

                	 
      	
                  AmTrust
      International Insurance Ltd.

                	 
      	
                  100%

                
	
                  AmTrust
      Nordic, AB

                	 
      	
                  Sweden

                	 
      	
                  AmTrust
      International Underwriters Limited

                	 
      	
                  100%

                
	
                  AmTrust
      North America, Inc.

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  AmTrust
      North America of Florida, Inc.

                	 
      	
                  Florida

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  AmTrust
      North America of Texas, Inc.

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  AmTrust
      Re 2007 (Luxembourg)

                	 
      	
                  Luxembourg

                	 
      	
                  AmTrust
      Captive Holdings Limited

                	 
      	
                  100%

                
	
                  AmTrust
      Re Delta

                	 
      	
                  Luxembourg

                	 
      	
                  AmTrust
      Captive Holdings Limited

                	 
      	
                  100%

                
	
                  AmTrust
      Underwriters, Inc.

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  AMTS
      Holding Corp.

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  Associated
      Industries Insurance Company, Inc.

                	 
      	
                  Florida

                	 
      	
                  AmTrust
      North America of Florida, Inc.

                	 
      	
                  100%

                
	
                  Boca
      NW65, LLC

                	 
      	
                  Delaware

                	 
      	
                  Associated
      Industries Insurance Company, Inc.

                	 
      	
                  100%

                
	
                  Caravan
      Security Storage Limited

                	 
      	
                  England

                	 
      	
                  I.G.I.
      Group Limited

                	 
      	
                  100%

                
	
                  Direct
      Reinsurance, Ltd.

                	 
      	
                  Turks
      and Caicos Islands

                	 
      	
                  Warrantech
      Direct, Inc.

                	 
      	
                  100%

                
	
                  I.G.I.
      Administration Services Limited

                	 
      	
                  England

                	 
      	
                  I.G.I.
      Group Limited

                	 
      	
                  100%

                
	
                  I.G.I.
      Group Limited

                	 
      	
                  England

                	 
      	
                  AmTrust
      International Insurance, Ltd.

                	 
      	
                  100%

                
	
                  I.G.I.
      Intermediaries, Ltd.

                	 
      	
                  England

                	 
      	
                  I.G.I.
      Group Limited

                	 
      	
                  100%

                
	
                  I.G.I.
      Underwriting Agency, Inc.

                	 
      	
                  New
      York

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  Milwaukee
      Casualty Insurance Co.

                	 
      	
                  Wisconsin

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  Naxos
      Avondale Insurance, Inc.

                	 
      	
                  California

                	 
      	
                  AmTrust
      E&S Insurance Services, Inc.

                	 
      	
                  100%

                
	
                  Oakwood
      Village Ltd.

                	 
      	
                  England

                	 
      	
                  I.G.I.
      Group Limited

                	 
      	
                  100%

                
	
                  PBOA,
      Inc.

                	 
      	
                  Florida

                	 
      	
                  RS
      Acquisition Holdco, LLC

                	 
      	
                  100%

                


        

      

    

     

    Schedule
3.15

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  Entity Name

                	 
      	
                  Jurisdiction of

                  Organization

                	 
      	
                   

                  Person Holding Interest

                	 
      	
                  Percentage

                  Interest

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Pedigree
      Livestock Insurance Limited

                	 
      	
                  England

                	 
      	
                  AmTrust
      Europe Ltd.

                	 
      	
                  100%

                
	
                  Right
      2 Claim, Ltd.

                	 
      	
                  England

                	 
      	
                  AmTrust
      Europe Ltd.

                	 
      	
                  100%

                
	
                  Risk
      Services – Arizona, Inc.

                	 
      	
                  Arizona

                	 
      	
                  RS
      Acquisition Holdco, LLC

                	 
      	
                  100%

                
	
                  Risk
      Services (Bermuda) Ltd.

                	 
      	
                  Bermuda

                	 
      	
                  RS
      Acquisition Holdco, LLC

                	 
      	
                  100%

                
	
                  Risk
      Services (Hawaii) Ltd.

                	 
      	
                  Hawaii

                	 
      	
                  RS
      Acquisition Holdco, LLC

                	 
      	
                  100%

                
	
                  Risk
      Services Intermediaries (Bermuda) Ltd.

                	 
      	
                  Bermuda

                	 
      	
                  RS
      Acquisition Holdco, LLC

                	 
      	
                  100%

                
	
                  Risk
      Services, LLC

                	 
      	
                  Virginia

                	 
      	
                  RS
      Acquisition Holdco, LLC

                	 
      	
                  100%

                
	
                  Risk
      Services – Nevada, Inc.

                	 
      	
                  Nevada

                	 
      	
                  RS
      Acquisition Holdco, LLC

                	 
      	
                  100%

                
	
                  Risk
      Services – Vermont, Inc.

                	 
      	
                  Vermont

                	 
      	
                  RS
      Acquisition Holdco, LLC

                	 
      	
                  100%

                
	
                  RS
      Acquisition Holdco, LLC

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      Financial Services, Inc.

                  Michael
      Rogers

                	 
      	
                  80%
      (A)

                  20%
      (B)

                
	
                  Rochdale
      Insurance Company

                	 
      	
                  New
      York

                	 
      	
                  Technology
      Insurance Company, Inc.

                	 
      	
                  100%

                
	
                  Rock
      Run South, LLC

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  Security
      National Insurance Company

                	 
      	
                  Texas

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  Service
      Contract Solutions, LP

                	 
      	
                  Pennsylvania

                	 
      	
                  Signal
      Acquisition LLC

                	 
      	
                  100%

                
	
                  Signal
      Acquisition LLC

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      North America, Inc.

                	 
      	
                  100%

                
	
                  Signal
      Service Solutions, LLC

                	 
      	
                  Delaware

                	 
      	
                  Signal
      Acquisition LLC

                	 
      	
                  100%

                
	
                  Sunbelt
      Dealer Services, Inc.

                	 
      	
                  Delaware

                	 
      	
                  Warrantech
      Automotive, Inc.

                	 
      	
                  100%

                
	
                  Technology
      Insurance Company, Inc.

                	 
      	
                  New
      Hampshire

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  The
      Princeton Agency, Inc.

                	 
      	
                  New
      Jersey

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  Tiger
      Capital, LLC

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      International Underwriters Limited

                  GMAC
      Insurance Management Corporation

                  Madison
      Strategic Partners NY LLC

                	 
      	
                  50%
      (A)

                  50%
      (A)

                  20%
      (B)

                
	
                  Vemeco,
      Inc.

                	 
      	
                  Connecticut

                	 
      	
                  Warrantech
      Automotive, Inc.

                	 
      	
                  100%

                
	
                  Warrantech
      Additive, Inc.

                	 
      	
                  Texas

                	 
      	
                  Warrantech
      Automotive, Inc.

                	 
      	
                  100%

                
	
                  Warrantech
      Automotive, Inc.

                	 
      	
                  Connecticut

                	 
      	
                  Warrantech
      Corporation

                	 
      	
                  100%

                
	
                  Warrantech
      Automotive of Canada, Inc.

                	 
      	
                  Canada

                	 
      	
                  Warrantech
      Automotive, Inc.

                	 
      	
                  100%

                
	
                  Warrantech
      Automotive of Florida, Inc.

                	 
      	
                  Florida

                	 
      	
                  Warrantech
      Automotive, Inc.

                	 
      	
                  100%

                
	
                  Warrantech
      Caribbean, Ltd.

                	 
      	
                  Grand
      Cayman Islands

                	 
      	
                  Warrantech
      Corporation

                	 
      	
                  100%

                
	
                  Warrantech
      Consumer Product Services, Inc.

                	 
      	
                  Connecticut

                	 
      	
                  Warrantech
      Corporation

                	 
      	
                  100%

                
	
                  Warrantech
      Corporation

                	 
      	
                  Nevada

                	 
      	
                  AMT
      Warranty Corp.

                	 
      	
                  100%

                
	
                  Warrantech
      Direct, Inc.

                	 
      	
                  Texas

                	 
      	
                  Warrantech
      Corporation

                	 
      	
                  100%

                
	
                  Warrantech
      Direct I, LP

                	 
      	
                  Texas

                	 
      	
                  W
      Direct Corp.

                	 
      	
                  100%

                
	
                  Warrantech
      Home Assurance Company

                	 
      	
                  Florida

                	 
      	
                  Warrantech
      Home Service Company

                	 
      	
                  100%

                
	
                  Warrantech
      Home Service Company

                	 
      	
                  Connecticut

                	 
      	
                  Warrantech
      Consumer Product Services, Inc.

                	 
      	
                  100%

                
	
                  Warrantech
      Management Company

                	 
      	
                  Delaware

                	 
      	
                  Warrantech
      Corporation

                	 
      	
                  100%

                
	
                  Warrantech
      Management Holding Company

                	 
      	
                  Delaware

                	 
      	
                  Warrantech
      Management Company

                	 
      	
                  100%

                
	
                  Warrantech
      Management, Limited Partnership

                	 
      	
                  Texas

                	 
      	
                  Warrantech
      Management Company

                	 
      	
                  100%

                
	
                  Warrantech
      International, Inc.

                	 
      	
                  Delaware

                	 
      	
                  Warrantech
      Corporation

                	 
      	
                  100%

                
	
                  Warrantech
      International de Chile

                	 
      	
                  Chile

                	 
      	
                  Warrantech
      International, Inc.

                	 
      	
                  100%

                
	
                  Warrantech
      Mexico, S de RL de CV

                	 
      	
                  Mexico

                	 
      	
                  Warrantech
      Automotive, Inc.

                  Warrantech
      Corporation

                	 
      	
                  66.67%

                  33.33%

                
	
                  Warrantech
      Peru SrL

                	 
      	
                  Peru

                	 
      	
                  Warrantech
      International, Inc.

                	 
      	
                  100%

                
	
                  WCPS
      AVB, LLC

                	 
      	
                  Texas

                	 
      	
                  Warrantech
      Consumer Product Services, Inc.

                	 
      	
                  100%

                
	
                  WCPS
      Direct, Inc.

                	 
      	
                  Texas

                	 
      	
                  Warrantech
      Consumer Product Services, Inc.

                	 
      	
                  100%

                


        

      

    

     

    Schedule
3.15


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Entity Name

                	 
      	
                  Jurisdiction of

                  Organization

                	 
      	
                   

                  Person Holding Interest

                	 
      	
                  Percentage

                  Interest

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  WCPS
      of Florida, Inc.

                	 
      	
                  Florida

                	 
      	
                  Warrantech
      Consumer Product Services, Inc.

                	 
      	
                  100%

                
	
                  W
      Direct Corp.

                	 
      	
                  Delaware

                	 
      	
                  Warrantech
      Direct, Inc.

                	 
      	
                  100%

                
	
                  Westport
      Reinsurance Limited

                	 
      	
                  Turks
      and Caicos Islands

                	 
      	
                  Warrantech
      Automotive, Inc.

                	 
      	
                  100%

                
	
                  WHSC
      Direct, Inc.

                	 
      	
                  Texas

                	 
      	
                  Warrantech
      Home Assurance Company

                	 
      	
                  100%

                
	
                  Wesco
      Insurance Company

                	 
      	
                  Delaware

                	 
      	
                  AmTrust
      Financial Services, Inc.

                	 
      	
                  100%

                
	
                  Westside
      Parkway GA, LLC

                	
                    

                	
                  Delaware

                	
                    

                	
                  AmTrust
      Financial Services, Inc.

                	
                    

                	
                  100%

                


        

      

    

     

    Schedule
3.15


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 6.01 –
Existing Indebtedness


     

    
      	
              1.

            	
              Existing
      Debentures: (a) the fixed/floating rate junior subordinated
      deferrable interest debentures due 2037 in the original aggregate
      principal amount of $40.0 million; (b) the fixed/floating rate
      junior subordinated deferrable interest debentures due 2036 in the
      original aggregate principal amount of $30.0 million; (c) the
      fixed/floating rate junior subordinated deferrable interest debentures due
      March 2035 in the original aggregate principal amount of
      $25.0 million; and (d) the fixed/floating rate junior
      subordinated deferrable interest debentures due June 2035 in the
      original aggregate principal amount of $25.0 million; in each case
      with respect to the foregoing, issued to TOPS Trusts pursuant to the
      applicable Existing Indenture (either the Indenture, dated as of March 17,
      2005, between the Borrower and Wilmington Trust Company,  the
      Indenture, dated as of June 15, 2005, between the Borrower and Wilmington
      Trust Company or the Indenture, dated as of July 25, 2006, between
      Borrower and Wilmington Trust
Company).

            


    

     

    
      	
              2.

            	
              Existing
      Guarantees:  (a) the Guarantee Agreement, dated as of March 17,
      2005, between the Borrower and Wilmington Trust Company; (b) the Guarantee
      Agreement, dated as of June 15, 2005, between the Borrower and Wilmington
      Trust Company; (c) the Guarantee Agreement, dated July 25, 2006, between
      the Borrower and Wilmington Trust Company; and (d) the Guarantee
      Agreement, dated as of March 22, 2007, between the Borrower and Wilmington
      Trust Company.

            


    

     

    
      	
              3.

            	
              An
      earn-out payment to WT Acquisition Holdings, LLC, pursuant to the Stock
      Purchase Agreement, dated August 20, 2010, between AMT Warranty Corp. and
      WT Acquisition Holdings, LLC, equal to 15% of AMT Warranty Corp.’s EBITDA
      for the calendar years ended December 31, 2011, 2012 and 2013, which
      amount shall not be less than $2,000,000 or more than
      $3,000,000.

            


    

     

    
      	
              4.

            	
              Deferred
      purchase price of $726,675 payable to Avoca Underwriting Partners, Inc.
      pursuant to the Capital Stock Purchase Agreement, dated November 8, 2010,
      among the Borrower, Avoca Insurance Holdings, Ltd. and Avoca Underwriting
      Partners, Inc.

            


    

     

    
      	
              5.

            	
              Guaranty,
      dated October 16, 2009, made by The Michael Karfunkel 2005 Grantor
      Retained Annuity Trust and the Borrower in favor of GMAC Insurance
      Holdings, Inc. and Motors Insurance
Corporation.

            


    

     

    
      	
              6.

            	
              Parent
      Guaranty, effective October 14, 2009, made by the Borrower in favor of
      Microsoft Corporation for the obligations of AMT Warranty Corp. under its
      extended service plan program to cover the repaid and/or replacement of
      certain consumer products sold by
Microsoft.

            


    

     

    
      	
              7.

            	
              Guaranty,
      dated April 20, 2009, made by the Borrower in favor of Marsh USA for the
      payment of claims, losses and return premiums payable by Wesco Insurance
      Company, which becomes null and void once Wesco’s policyholder surplus
      reaches $50 million.

            


    

     

    
      	
              8.

            	
              Guaranty,
      dated February 9, 2010, made by Wesco Insurance Company and the Borrower
      in favor of PayLink Payment Plans, LLC for the refund of all unearned
      premium received by Wesco Insurance Company in connection with payment
      plan accounts with outstanding balances that are serviced by PayLink
      related to vehicle service contracts administered by Royal Administration
      Services, Inc.

            


    

     

    
      	
              9.

            	
              Guaranty,
      dated November 24, 2009, made by Wesco Insurance Company and the Borrower
      in favor of Mepco Finance Corporation for the refund of all unearned
      premium received by Wesco Insurance Company in connection with payment
      plan accounts with outstanding balances that are serviced by Mepco related
      to vehicle service contracts administered by Royal Administration
      Services, Inc.

            


    

     

    Schedule
6.01


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              10.

            	
              Guaranty,
      dated December 21, 2009, made by the Borrower in favor of Cedarview
      Opportunities Master Fund, L.P. for the payment of any obligations of AII
      Investment Holdings, Limited related to the Tousa Inc.
      litigation.

            


    

     

    
      	
              11.

            	
              Guarantees
      by AII to the third parties listed below to cover policy obligations of
      AmTrust Europe Ltd. should that entity ever become the subject of
      voluntary or involuntary re-organization or liquidation proceedings or the
      subject of an action in bankruptcy or making or proposing any composition
      with its creditors or otherwise acknowledging its
    insolvency:

            


    

     

    
      	
               
      

            	
              ·

            	
              Accident
      Exchange Group
Ltd.  (5/19/07)

            


    

    
      	
               
      

            	
              ·

            	
              European
      Insurance Services Ltd. (8/29/07)

            


    

    
      	
               
      

            	
              ·

            	
              Albany
      Assistance Ltd. (4/15/08)

            


    

    
      	
               
      

            	
              ·

            	
              All
      Seasons Ltd. (1/1/08)

            


    

    
      	
               
      

            	
              ·

            	
              Simply
      Risk Management Ltd. (5/22/08)

            


    

    
      	
               
      

            	
              ·

            	
              Temple
      Legal Protection Ltd. (8/5/08 (2); 8/29/08 (2); 4/16/08;
      7/7/09)

            


    

    
      	
               
      

            	
              ·

            	
              Towergate
      Underwriting Group Ltd. (1/1/09)

            


    

    
      	
               
      

            	
              ·

            	
              Guy
      Carpenter Ltd. (11/18/09)

            


    

    
      	
               
      

            	
              ·

            	
              Willis
      Group (1/5/10)

            


    

    
      	
               
      

            	
              ·

            	
              Lockton
      Ltd. (9/22/09)

            


    

    
      	
               
      

            	
              ·

            	
              Equinox
      (9/26/10)

            


    

    
      	
               
      

            	
              ·

            	
              Heath
      Lambert (11/17/09)

            


    

    
      	
               
      

            	
              ·

            	
              Mark
      Bates Ltd. (3/20/09)

            


    

    
      	
               
      

            	
              ·

            	
              Qatar
      Insurance Company (9/22/10)

            


    

    
      	
               
      

            	
              ·

            	
              Paragon
      Insurance Brokers (6/25/09)

            


    

    


    
      	
              12.

            	
              Guarantee
      by the Borrower in favor of Maiden Insurance for the punctual performance
      and discharge of AII’s obligations arising under the Quota Share
      Reinsurance Agreement and the Loan Agreement between AII and Maiden
      Insurance (pursuant to Section 10.1 of the Master Agreement between the
      Borrower and Maiden Holdings, Ltd., dated July 3, 2007, as amended on
      September 17, 2007).

            


    

     

    Schedule
6.01


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 6.02 –
Existing Liens

     

    None.

     

    Schedule
6.02

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 6.04 –
Existing Investments

     

    
      	
              1.

            	
              Investment
      in American Capital Acquisition Corporation: During the three months ended
      March 31, 2010, the Borrower completed its strategic investment in
      American Capital Acquisition Corporation (“ACAC”), a company formed by the
      Michael Karfunkel 2005 Grantor Retained Annuity Trust (the “Trust”) and
      the Borrower for the purpose of acquiring from GMAC Insurance Holdings,
      Inc. (“GMACI”) and Motor Insurance Corporation (“MIC”, together with
      GMACI, “GMAC”) GMAC’s U.S. consumer property and casualty insurance
      business. Michael Karfunkel, individually, and the Trust, which is
      controlled by Michael Karfunkel, own 100% of ACAC’s common stock (subject
      to the Borrower’s conversion rights).  Pursuant to the Amended
      Stock Purchase Agreement, ACAC issued and sold to the Borrower for an
      initial purchase price of approximately $53,000,000, which was equal to
      25% of the capital required by ACAC, 53,054 shares of Series A Preferred
      Stock, which provides for an 8% cumulative dividend, and is non-redeemable
      and convertible, at the Borrower’s option, into 21.25% of the issued and
      outstanding common stock of ACAC.

            


    

    


    
      	
              2.

            	
              Option
      to Purchase First Cardinal Acquisition Corp. and Cook Inlet Alternative
      Risk LLC dated July 17, 2008.

            


    

     

    Schedule
6.04

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 6.08 –
Transactions with Affiliates

     

    
      	
              1.

            	
              Transactions
      with Maiden Holdings, Ltd. and its subsidiaries
      (“Maiden”).  Maiden is a publicly-held Bermuda insurance holding
      company formed by Michael Karfunkel, George Karfunkel and Barry Zyskind,
      the principal shareholders, and, respectively, the Borrower’s chairman of
      the board of directors, a director, and the Borrower’s chief executive
      officer and director. As of December 31, 2010, Michael Karfunkel owns or
      controls approximately 13.9% of the issued and outstanding capital stock
      of Maiden, George Karfunkel owns or controls approximately 9.4% of the
      issued and outstanding capital stock of Maiden and Mr. Zyskind owns or
      controls approximately 4.99% of the issued and outstanding stock of
      Maiden. Mr. Zyskind serves as the non-executive chairman of the board of
      Maiden’s board of directors.

            


    

    


    
      	
            	
              ·

            	
              Reinsurance
      Agreement with Maiden: During the third quarter of 2007, the Borrower and
      Maiden entered into a master agreement, as amended, by which AmTrust
      International Insurance, Ltd. (“AII”) and Maiden Insurance Company, Ltd
      (“Maiden Insurance”), a wholly-owned subsidiary of Maiden, entered into a
      quota share reinsurance agreement (the “Maiden Quota Share”), as amended,
      by which AII retrocedes to Maiden Insurance an amount equal to 40% of the
      premium written by the Borrower’s U.S., Irish and U.K. insurance companies
      (the “AmTrust Ceding Insurers”), net of the cost of unaffiliated inuring
      reinsurance (and in the case of AmTrust Europe, Ltd., net of commissions)
      and 40% of losses with respect to the Borrower's current lines of
      business, excluding personal lines reinsurance business, certain specialty
      property and casualty lines written in the Borrower's Specialty Risk and
      Extended Warranty segment, which Maiden Insurance was offered but declined
      to reinsure, and risks for which the AmTrust Ceding Insurers’ net
      retention exceeds $5,000, which Maiden has not expressly agreed to assume
      (“Covered Business”). Effective January 1, 2010, Maiden agreed to assume
      its proportionate share of AmTrust’s workers’ compensation exposure, and
      will share the benefit of the 2010 excess reinsurance
      protection.

            


    

     

    The
Borrower also agreed to cause AII, subject to regulatory requirements, to
reinsure any insurance company that writes Covered Business in which the
Borrower acquires a majority interest to the extent required to enable AII to
cede to Maiden Insurance 40% of the premiums and losses related to such Covered
Business.

    


    The
Maiden Quota Share, as amended, further provides that AII receives a ceding
commission of 31% of ceded written premiums with respect to Covered Business,
except retail commercial package business, for which the ceding commission is
34.375%. The Maiden Quota Share, which had an initial term of three years, has
been renewed for a successive three year term effective July 1, 2010 and will
automatically renew for successive three year terms, unless either AII or Maiden
Insurance notifies the other of its election not to renew not less than nine
months prior to the end of any such three year term. In addition, either party
is entitled to terminate on thirty days’ notice or less upon the occurrence of
certain early termination events, which include a default in payment,
insolvency, change in control of AII or Maiden Insurance, run-off, or a
reduction of 50% or more of the shareholders’ equity of Maiden Insurance or the
combined shareholders’ equity of AII and the AmTrust Ceding
Insurers.

    


    
      	
            	
              ·

            	
              Reinsurance
      Brokerage Agreement:  Effective July 1, 2007, the Borrower,
      through a subsidiary, entered into a reinsurance brokerage agreement with
      Maiden. Pursuant to the brokerage agreement, the Borrower provides
      brokerage services relating to the Maiden Quota Share for a fee equal to
      1.25% of reinsured premium. The brokerage fee is payable in consideration
      of AII Reinsurance Broker Ltd.’s brokerage
  services.

            


    

     

    Schedule 6.08

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
            	
              ·

            	
              Asset
      Management Agreement:  Effective July 1, 2007, the Borrower,
      through a Subsidiary, entered into an asset management agreement with
      Maiden, pursuant to which it provides investment management services to
      Maiden and its Affiliates.

            


    

    


    
      	
            	
              ·

            	
              Services
      Agreements:  The Borrower, through its Subsidiaries, entered
      into various services agreements in 2008, pursuant to which it provides
      certain marketing and back office services to
  Maiden.

            


    

    


    
      	
            	
              ·

            	
              The
      Maiden Debt.

            


    

    


    
      	
            	
              ·

            	
              Other
      Reinsurance Agreement:  Effective September 1, 2010, the
      Borrower, through its wholly-owned Subsidiary Technology Insurance Company
      (“TIC”), entered into a 90% quota share reinsurance agreement with Maiden
      Specialty Insurance Company (“Maiden Specialty”) by which TIC assumes 90%
      of premiums and losses with respect to certain surplus lines programs
      written by Maiden Specialty on behalf of the Borrower (the “Surplus Lines
      Facility”).  The Surplus Lines Facility will enable the Borrower
      to write business on a surplus lines basis throughout the United States,
      which it cannot, at present, do through its insurance
      subsidiaries.  Currently, the Borrower is utilizing the Surplus
      Lines Facility for one program for which Maiden Specialty receives a five
      percent ceding commission on all premiums ceded by Maiden Specialty to
      TIC. 

            


    

    


    
      	
              2.

            	
              Investment
      in ACAC (see description on Schedule 6.04).  In addition, in
      connection with the Borrower’s
investment:

            


    

    


    
      	
               
      

            	
              ·

            	
              the
      Borrower provides ACAC and its affiliates information technology
      development services.

            


    

    


    
      	
               
      

            	
              ·

            	
              the
      Borrower manages the assets of ACAC and its
  subsidiaries.

            


    

    


    
      	
               
      

            	
              ·

            	
              ACAC
      is providing the Borrower with access to its agency sales force to
      distribute the Borrower’s products, and ACAC will use its best efforts to
      have said agency sales team appointed as the Borrower’s
      agents.

            


    

    


    
      	
               
      

            	
              ·

            	
              ACAC
      will grant the Borrower a right of first refusal to purchase or to
      reinsure commercial auto insurance business acquired from GMAC in
      connection with the Acquisition.

            


    

    


    
      	
               
      

            	
              ·

            	
              the
      Borrower, effective March 1, 2010, reinsures 10% of the net premiums of
      the GMAC Business, pursuant to a 50% quota share reinsurance agreement
      (“Personal Lines Quota Share”) with the GMAC Insurers, as cedents, and the
      Borrower, MK Re, Ltd., a Bermuda reinsurer that is a wholly-owned indirect
      subsidiary of the Trust, and Maiden Insurance Company, Ltd., as
      reinsurers. The Borrower has a 20% participation in the Personal Lines
      Quota Share, by which it receives 10% of net premiums of the personal
      lines business. The Personal Lines Quota Share has an initial term of
      three years and shall renew automatically for successive three year terms
      unless terminated by written notice not less than nine months prior to the
      expiration of the current term.

            


    

    


    
      	
              3.

            	
              Lease
      of office space at 59 Maiden Lane in New York City: In 2002, the Borrower
      entered into a lease for approximately 9,000 square feet of office space
      at 59 Maiden Lane in New York, New York from 59 Maiden Lane Associates,
      LLC, an entity that is wholly-owned by Michael Karfunkel and George
      Karfunkel. Effective January 1, 2008, the Borrower entered into an amended
      lease whereby it increased its leased space to 14,807 square feet and
      extended the lease through December 31,
2017.

            


    

    


    Schedule
6.08


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              Lease
      of office space at 33 West Monroe in Chicago: In 2008, the Borrower
      entered into a lease for approximately 5,000 square feet of office space
      in Chicago, Illinois from 33 West Monroe Associates, LLC, an entity that
      is wholly-owned by Michael Karfunkel and George Karfunkel. Effective May
      1, 2009, the Borrower entered into an amended lease by whereby it
      increased its leased space to 7,156 square feet.  On January 24,
      2011, the Borrower entered into another amendment to the lease to increase
      its leased space to 9,030 square feet and extend the term of the lease to
      October 31, 2017.

            


    

     

    Schedule
6.08


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule 6.09 –
Restrictions

     

    
      	
              1.

            	
              UBI
      Seller Note.

            


    

     

    
      	
              2.

            	
              Existing
      Debentures, Existing Indentures and Existing
  Guarantees.

            


    

     

    Schedule 6.09

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
A

     

    ASSIGNMENT
AND ASSUMPTION

     

    This
Assignment and Assumption (the “Assignment and Assumption”) is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of
Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

     

    For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit and guarantees
included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Lender) against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

     

    
      
        
          
            
              
                
                  	
                          1.

                        	 
      	
                          Assignor:

                        	 
      	 	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          2.

                        	 
      	
                          Assignee:

                        	 
      	 	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                          [and
      is an Affiliate/Approved Fund of [identify Lender]1]

                        
	 
      	 
      	 
      	 
      	 
      
	
                          3.

                        	 
      	
                          Borrower(s):

                        	 
      	
                           AmTrust Financial Services,
      Inc.                                                               

                        
	 
      	 
      	 
      	 
      	 
      
	
                          4.

                        	 
      	
                          Administrative
      Agent:

                        	 
      	
                          JPMorgan
      Chase Bank, N.A., as the administrative agent under the Credit
      Agreement

                        
	 
      	 
      	 
      	 
      	 
      
	
                          5.

                        	 
      	
                          Credit
      Agreement:

                        	 
      	
                          The
      Credit Agreement dated as of January 28, 2011 among AmTrust Financial
      Services, Inc., the Lenders parties thereto, JPMorgan Chase Bank, N.A., as
      Administrative Agent, and the other agents parties
  thereto

                        


                

              

            

          

        

      

    

        

      
        

      

    

    1 Select as applicable. 

       

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

    
      
        	
                6.

              	
                  

              	
                Assigned
      Interest:

              	
                  

              	 
      


      

          


    

    
      
        
          
            
              
                
                  
                    
                      	
                              Aggregate Amount of

                              Commitment/Loans for all

                              Lenders

                            	 	
                              Amount of Commitment/

                              Loans Assigned

                            	 	
                              Percentage Assigned of

                              Commitment/Loans2

                            
	
                              $

                            	 	
                              $

                            	 	
                              %

                            
	
                              $

                            	 	
                              $

                            	 	
                              %

                            
	
                              $

                            	 	
                              $

                            	 	
                              %

                            


                    

                  

                

              

            

          

        

      

    

    


    Effective
Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

     

    The terms
set forth in this Assignment and Assumption are hereby agreed to:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    ASSIGNOR

                                  
	 
      
	
                                    [NAME
      OF ASSIGNOR]

                                  
	 
      	
                                       

                                  
	
                                    By:

                                  	
                                       
      

                                  
	 	
                                    Title:

                                  
	 
      	 
      
	
                                    ASSIGNEE

                                  
	 
      
	
                                    [NAME
      OF ASSIGNEE]

                                  
	 
      	
                                       

                                  
	
                                    By:

                                  	
                                      
      

                                  
	 	
                                    Title: 

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Consented
to and Accepted:

     

    JPMORGAN
CHASE BANK, N.A., as

    Administrative
Agent and Issuing Bank

     

    
      
        	
                By:

              	
                   

              
	 
      	
                Title:

              


      

    

     

    [Consented
to:]3

     

    AMTRUST
FINANCIAL SERVICES, INC.

     

    
      
        	
                By:

              	
                   

              
	 
      	
                Title:

              


      

    

     

      
        

      

    

    
      2 Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder. 

    

    
      3 To be
added only if the consent of the Borrower is required by the terms of the Credit
Agreement.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
I

     

    STANDARD
TERMS AND CONDITIONS FOR

    ASSIGNMENT
AND ASSUMPTION

     

    1.  Representations
and Warranties.

     

    1.1  Assignor.  The Assignor
(a) represents and
warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder,
(iii) the financial condition of the Borrower, any of its Subsidiaries or
Affiliates or any other Person obligated
in respect of any Loan Document or (iv) the performance or observance by
the Borrower, any of its Subsidiaries or Affiliates or any other Person of any
of their respective obligations under any Loan Document.

     

    1.2  Assignee.  The Assignee
(a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it
shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered
pursuant to Section 5.01 thereof, as applicable, and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it is
a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a
Lender.

     

    2.  Payments.  From and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor for amounts which have accrued to but excluding
the Effective Date and to the Assignee for amounts which have accrued from and
after the Effective Date.

     

    3.  General
Provisions.  This
Assignment and Assumption
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.  This Assignment and Assumption may
be executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption.  This Assignment and Assumption shall
be governed by, and construed in accordance
with, the law of the State of New York.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    FORM OF
OPINION OF COUNSEL FOR THE LOAN PARTIES

    


    1.  The Borrower (a) is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware, (b) has all requisite power and authority to carry on its business
as now conducted and (c) except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in every jurisdiction where such
qualification is required.

     

    2.  The Transactions are
within the Borrower’s corporate powers and have been duly authorized by all
necessary corporate action.  Each of the Credit Agreement and each
Note has been duly executed and delivered by the Borrower and constitutes a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other laws affecting creditors’ rights generally and subject to general
principles of equity and the exercise of judicial discretion (regardless of whether such
enforceability is considered in a proceeding at law or in equity, except insofar
as rights to indemnification and contribution contained therein may be limited
by federal or state securities laws or related public
policy).

     

    3.  The Transactions (a) do
not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained
or made and are in full force and effect and the filing of Form 8-K as required
by the SEC, which will be accomplished promptly following the Effective Date,
(b) will not violate any applicable law or regulation or the Amended and
Restated Certificate of Incorporation or Amended and Restated By-laws of the
Borrower or any order, known to us, of any Governmental Authority applicable to
the Borrower, (c) will not violate or result in a default under any material
indenture, agreement or other instrument, known to us, binding upon the Borrower
or its assets, or give rise to a right thereunder to require any payment to be
made by the Borrower and (d) will not result in the creation or imposition of
any Lien on any asset of the Borrower.

     

    4.  To the best of our
knowledge, there are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending or threatened against or affecting
the Borrower (a) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect (other than
the Disclosed Matters) or (b) that involve the Credit Agreement, the Notes or
the Transactions.

     

    5.  The
Borrower is not an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940, as amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    FORM OF
INCREASING LENDER SUPPLEMENT

     

    INCREASING
LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), by and
among each of the signatories hereto, to the Credit Agreement, dated as of
January 28, 2011 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”),
among AmTrust Financial Services, Inc. (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in
such capacity, the “Administrative
Agent”).

     

    WITNESSETH

     

    WHEREAS,
pursuant to Section
2.20 of the Credit Agreement, the Borrower has the right, subject to the
terms and conditions thereof, to effectuate from time to time an increase in the
Aggregate Commitment and/or one or more tranches of Incremental Term Loans under
the Credit Agreement by requesting one or more Lenders to increase the amount of
its Commitment and/or to participate in such a tranche;

     

    WHEREAS,
the Borrower has given notice to the Administrative Agent of its intention to
[increase the Aggregate Commitment] [and] [enter into a tranche of Incremental
Term Loans] pursuant to such Section 2.20;
and

     

    WHEREAS,
pursuant to Section
2.20 of the Credit Agreement, the undersigned Increasing Lender now
desires to [increase the amount of its Commitment] [and] [participate in a
tranche of Incremental Term Loans] under the Credit Agreement by executing and
delivering to the Borrower and the Administrative Agent this
Supplement;

     

    NOW,
THEREFORE, each of the parties hereto hereby agrees as follows:

     

    1.  The
undersigned Increasing Lender agrees, subject to the terms and conditions of the
Credit Agreement, that on the date of this Supplement it shall [have its
Commitment increased by $[__________], thereby making the aggregate amount of
its total Commitments equal to $[__________]] [and] [participate in a tranche of
Incremental Term Loans with a commitment amount equal to $[__________] with
respect thereto].

     

    2.  The
Borrower hereby represents and warrants that no Default or Event of Default has
occurred and is continuing on and as of the date hereof.

     

    3.  Terms
defined in the Credit Agreement shall have their defined meanings when used
herein.

     

    4.  This
Supplement shall be governed by, and construed in accordance with, the laws of
the State of New York.

     

    5.  This
Supplement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same document.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, each of the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

     

    
      
        
          	
                  [INSERT
      NAME OF INCREASING LENDER]

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    Accepted
and agreed to as of the date first written above:

     

    
      
        	
                AMTRUST
      FINANCIAL SERVICES, INC.

              
	 
      
	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    Acknowledged
as of the date first written above:

     

    
      
        	
                JPMORGAN
      CHASE BANK, N.A.

              
	
                as
      Administrative Agent

              
	 
      	 
      
	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
      

    

        


    EXHIBIT
D

     

    FORM OF
AUGMENTING LENDER SUPPLEMENT

     

    AUGMENTING
LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), to the
Credit Agreement, dated as of January 28, 2011 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among AmTrust Financial Services, Inc. (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in
such capacity, the “Administrative
Agent”).

     

    WITNESSETH

     

    WHEREAS,
the Credit Agreement provides in Section 2.20 thereof that any bank,
financial institution or other entity may [extend Commitments] [and]
[participate in tranches of Incremental Term Loans] under the Credit Agreement
subject to the approval of the Borrower and the Administrative Agent, by
executing and delivering to the Borrower and the Administrative Agent a
supplement to the Credit Agreement in substantially the form of this Supplement;
and

     

    WHEREAS,
the undersigned Augmenting Lender was not an original party to the Credit
Agreement but now desires to become a party thereto;

     

    NOW,
THEREFORE, each of the parties hereto hereby agrees as follows:

     

    1.  The
undersigned Augmenting Lender agrees to be bound by the provisions of the Credit
Agreement and agrees that it shall, on the date of this Supplement, become a
Lender for all purposes of the Credit Agreement to the same extent as if
originally a party thereto, with a [Commitment with respect to Revolving Loans
of $[__________]] [and] [a commitment with respect to Incremental Term Loans of
$[__________]].

     

    2.  The
undersigned Augmenting Lender (a) represents and warrants that it is
legally authorized to enter into this Supplement; (b) confirms that it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 5.01 thereof,
as applicable, and has reviewed such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Supplement; (c) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement or any other instrument or document furnished pursuant hereto or
thereto; (d) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Credit Agreement or any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are incidental thereto; and
(e) agrees that it will be bound by the provisions of the Credit Agreement
and will perform in accordance with its terms all the obligations which by the
terms of the Credit Agreement are required to be performed by it as a
Lender.

     

    3.  The
undersigned’s address for notices for the purposes of the Credit Agreement is as
follows:

     

    [___________]

     

    4.  The
Borrower hereby represents and warrants that no Default or Event of Default has
occurred and is continuing on and as of the date hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.  Terms
defined in the Credit Agreement shall have their defined meanings when used
herein.

     

    6.  This
Supplement shall be governed by, and construed in accordance with, the laws of
the State of New York.

     

    7.  This
Supplement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same document.

     

    [remainder
of this page intentionally left blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, each of the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

    


    
      
        
          	 
      	 	
                  [INSERT
      NAME OF AUGMENTING LENDER]

                
	 
      	 	 
      	 
      
	 
      	 	
                  By:

                	
                     

                
	 
      	 	 
      	
                  Name:

                
	 
      	 	 
      	
                  Title:

                
	 
      	 	 
      	 
      
	
                  Accepted
      and agreed to as of the date first written above:

                	 	 
      	 
      
	 
      	 	 
      	 
      
	
                  AMTRUST
      FINANCIAL SERVICES, INC.

                	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                  By:

                	
                     

                	 	 
      	 
      
	 
      	
                  Name:

                	 	 
      	 
      
	 
      	
                  Title:

                	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                  Acknowledged
      as of the date first written above:

                	 	 
      	 
      
	 
      	 	 
      	 
      
	
                  JPMORGAN
      CHASE BANK, N.A.

                	 	 
      	 
      
	
                  as
      Administrative Agent

                	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                  By:

                	
                     

                	 	 
      	 
      
	 
      	
                  Name:

                	 	 
      	 
      
	 
      	
                  Title:

                	 	 
      	 
      


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

     

    LIST OF
CLOSING DOCUMENTS

     

    AMTRUST
FINANCIAL SERVICES, INC.

     

    CREDIT
FACILITIES

     

    January
28, 2011

     

    LIST OF
CLOSING DOCUMENTS1

     

    A.           LOAN
DOCUMENTS

     

    
      	
              1.

            	
              Credit Agreement (the
      “Credit
      Agreement”) by and among AmTrust Financial
      Services, Inc., a Delaware corporation (the “Borrower”), the institutions from time to
      time parties thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A.,
      in its capacity as Administrative Agent for itself and the other Lenders
      (the “Administrative
      Agent”), evidencing a revolving credit facility to the
      Borrower from the Lenders in an initial aggregate principal amount of
      $150,000,000.

            


    

     

    SCHEDULES

     

    
      	
              Schedule 1.01

            	
              –

            	
              Existing
      Regulated Insurance Companies

            
	
              Schedule 2.01

            	
              –

            	
              Commitments

            
	
              Schedule
      2.06

            	
              –

            	
              Existing
      Letters of Credit

            
	
              Schedule 3.15

            	
              –

            	
              Subsidiaries

            
	
              Schedule 6.01

            	
              –

            	
              Existing
      Indebtedness

            
	
              Schedule 6.02

            	
              –

            	
              Existing
      Liens

            
	
              Schedule 6.04

            	
              –

            	
              Existing
      Investments

            
	
              Schedule 6.08

            	
              –

            	
              Transactions
      with Affiliates

            
	
              Schedule 6.09

            	
              –

            	
              Restrictions

            


    

    EXHIBITS

     

    
      	
              Exhibit
      A

            	
              –

            	
              Form
      of Assignment and Assumption

            
	
              Exhibit
      B

            	
              –

            	
              Form
      of Opinion of Borrower’s Counsel

            
	
              Exhibit
      C

            	
              –

            	
              Form
      of Increasing Lender Supplement

            
	
              Exhibit
      D

            	
              –

            	
              Form
      of Augmenting Lender Supplement

            
	
              Exhibit
      E

            	
              –

            	
              List
      of Closing Documents

            
	
              Exhibit
      F-1

            	
              –

            	
              Form
      of U.S. Tax Certificate (Non-U.S. Lenders That Are Not
      Partnerships)

            
	
              Exhibit
      F-2

            	
              –

            	
              Form
      of U.S. Tax Certificate (Non-U.S. Lenders That Are
      Partnerships)

            
	
              Exhibit
      F-3

            	
              –

            	
              Form
      of U.S. Tax Certificate (Non-U.S. Participants That Are Not
      Partnerships)

            
	
              Exhibit
      F-4

            	
              –

            	
              Form
      of U.S. Tax Certificate (Non-U.S. Participants That Are
      Partnerships)

            


    

     

      
        

        
          1 Each
capitalized term used herein and not defined herein shall have the meaning
assigned to such term in the above-defined Credit Agreement.  Items
appearing in bold and
italics shall be
prepared and/or provided by the Borrower and/or Borrower’s
counsel.

        

      

    

       

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              Notes executed by the Borrower in
      favor of each of the Lenders, if any, which has requested a note pursuant
      to Section 2.10(e) of the Credit
  Agreement.

            


    

     

    B.           CORPORATE
DOCUMENTS

     

    
      	
              3.

            	
              Certificate
      of the Secretary or an Assistant Secretary of
      the Borrower certifying (i) that there have been no changes in the
      Certificate of Incorporation or other charter document of the Borrower, as
      attached thereto and as certified as of a recent date by the Secretary of
      State (or analogous governmental entity)
      of the jurisdiction of its organization, since the date of the
      certification thereof by such governmental entity, (ii) the By-Laws
      or other applicable organizational document, as attached thereto, of the
      Borrower as in effect on the date of such certification,
      (iii) resolutions of the Board of Directors or other governing body
      of the Borrower authorizing the execution, delivery and performance of
      each Loan Document to which it is a party, and (iv) the names and
      true signatures of the incumbent officers of
      the Borrower authorized to sign the Loan Documents, and authorized to
      request a Borrowing or the issuance of a Letter of Credit under the Credit
      Agreement.

            


    

     

    
      	
              4.

            	
              Good
      Standing Certificate for the Borrower from the Secretary of State of the
      jurisdiction of its organization.

            


    

     

    C.           OPINIONS

     

    
      	
              5.

            	
              Opinion
      of Thompson Hine LLP, counsel for the
  Borrower.

            


    

     

    D.           CLOSING CERTIFICATES
AND MISCELLANEOUS

     

    
      	
              6.

            	
              A
      Certificate signed by the President, a Vice President or a Financial
      Officer of the Borrower certifying the following:  (i) all
      of the representations
      and warranties of the Borrower set forth in the Credit Agreement are true
      and correct and (ii) no Default or Event of Default has occurred and
      is then continuing.

            


    

     

    
      	
              7.

            	
              Payoff documentation providing
      evidence satisfactory to the Administrative Agent that the Existing Credit
      Facilities have been terminated and cancelled (along with all of the
      agreements, documents and instruments delivered in connection therewith)
      and all Indebtedness owing thereunder has been repaid and any and all
      liens thereunder have been
      terminated.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
F-1

     

    FORM OF
U.S. TAX CERTIFICATE

     

    (For
Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax
Purposes)

     

    Reference
is hereby made to the Credit Agreement dated as of January 28, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among AmTrust Financial Services, Inc. (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in
such capacity, the “Administrative
Agent”).

     

    Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record and beneficial owner of the
Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it
is providing this certificate, (ii) it is not a bank within the meaning of
Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of
the Code, (iv) it is not a controlled foreign corporation related to the
Borrower as described in Section 881(c)(3)(C) of the Code and (v) the
interest payments in question are not effectively connected with the
undersigned’s conduct of a U.S. trade or business.

     

    The
undersigned has furnished the Administrative Agent and the Borrower with a
certificate of its non-U.S. person status on IRS
Form W-8BEN.  By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Borrower and the Administrative
Agent and (2) the undersigned shall have at all times furnished the
Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such
payments.

     

    Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

     

    [NAME OF
LENDER]

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    Date:  __________,
20[__]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
F-2

     

    FORM OF
U.S. TAX CERTIFICATE

     

    (For
Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax
Purposes)

     

    Reference
is hereby made to the Credit Agreement dated as of January 28, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among AmTrust Financial Services, Inc. (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in
such capacity, the “Administrative
Agent”).

     

    Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any note(s) evidencing such Loan(s)) in respect of which it is providing
this certificate, (ii) its partners/members are the sole beneficial owners
of such Loan(s) (as well as any note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit
Agreement, neither the undersigned nor any of its partners/members is a bank
extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code,
(v) none of its partners/members is a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code,
and (vi) the interest payments in question are not effectively connected
with the undersigned’s or its partners/members’ conduct of a U.S. trade or
business.

     

    The
undersigned has furnished the Administrative Agent and the Borrower with IRS
Form W-8IMY accompanied by an IRS Form W-8BEN from each of its
partners/members claiming the portfolio interest exemption.  By
executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly
so inform the Borrower and the Administrative Agent and (2) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent with
a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.

     

    Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

     

    [NAME OF
LENDER]

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    Date:  __________,
20[__]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
F-3

     

    FORM OF
U.S. TAX CERTIFICATE

    
    

     


    (For
Non-U.S. Participants That Are Not Partnerships For U.S. Federal
Income Tax Purposes)

     

    Reference
is hereby made to the Credit Agreement dated as of January 28, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among AmTrust Financial Services, Inc. (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in
such capacity, the “Administrative
Agent”).

     

    Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record and beneficial owner of the
participation in respect of which it is providing this certificate, (ii) it
is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a
controlled foreign corporation related to the Borrower as described in
Section 881(c)(3)(C) of the Code, and (v) the interest payments in
question are not effectively connected with the undersigned’s conduct of a
U.S. trade or business.

     

    The
undersigned has furnished its participating Lender with a certificate of its
non-U.S. person status on IRS Form W-8BEN.  By executing
this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform
such Lender in writing and (2) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to
the undersigned, or in either of the two calendar years preceding such
payments.

     

    Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

     

    [NAME OF
LENDER]

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    Date:  __________,
20[__]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
F-4

     

    FORM OF
U.S. TAX CERTIFICATE

     

    (For
Non-U.S. Participants That Are Partnerships For U.S. Federal Income
Tax Purposes)

     

    Reference
is hereby made to the Credit Agreement dated as of January 28, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among AmTrust Financial Services, Inc. (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in
such capacity, the “Administrative
Agent”).

     

    Pursuant
to the provisions of Section 2.17 of the Credit Agreement, the undersigned
hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its
partners/members are the sole beneficial owners of such participation,
(iii) with respect such participation, neither the undersigned nor any of
its partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members
is a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code, (v) none of its partners/members is
a controlled foreign corporation related to the Borrower as described in
Section 881(c)(3)(C) of the Code, and (vi) the interest payments in
question are not effectively connected with the undersigned’s or its
partners/members’ conduct of a U.S. trade or business.

     

    The
undersigned has furnished its participating Lender with IRS Form W-8IMY
accompanied by an IRS Form W-8BEN from each of its partners/members
claiming the portfolio interest exemption.  By executing this
certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform such Lender
and (2) the undersigned shall have at all times furnished such Lender with
a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.

     

    Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

     

    [NAME OF
PARTICIPANT]

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    Date:  __________,
20[__]