Exhibit 10.46


 


 


 


December 30, 2014


 


To: The Borrower, the Guarantors and the
Lenders under the Credit Agreement defined below


 


Re:Credit Agreement dated as of August
29, 2012 (as amended, the “Credit Agreement”) by and among Meadowbrook Insurance Group, Inc. (the “Borrower”),
the Lenders (together with their respective successors and assigns, the “Lenders”), and JPMorgan Chase Bank, N.A.,
as Administrative Agent (in such capacity, the “Administrative Agent”). The terms used but not defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.


 


Ladies/Gentlemen:


 


The Loan Parties have requested that the Lenders
and the Administrative Agent amend the Credit Agreement as set forth herein. Subject to the Required Lenders and the Loan Parties
signing this letter, the Lenders, the Borrower and the Administrative Agent hereby agree that clause (c) of the definition of “Change
of Control” in Section 1.01 of the Credit Agreement is amended by deleting the words “or shall have entered into a contract
or arrangement that, upon consummation thereof, will result in its or their acquisition of” therein.


 


The Loan Parties represent and warrant to
the Lenders that no Default exists under the Credit Agreement, and that no Indebtedness of any of the Loan Parties contains any
provision that would result in an event of default, or require, or allow the holders of any Indebtedness of any of the Loan Parties
to require, a prepayment, redemption or other defeasance of, or distribution with respect to, any such Indebtedness, upon any Loan
Party entering into a contract or arrangement that, upon consummation thereof, would result in a change of control or similar event
but prior to the actual change of control or similar event.


 


Except as expressly amended hereby, each Loan
Party agrees that the Loan Documents are ratified and confirmed and shall remain in full force and effect and that it has no set
off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. Each Loan Party represents and warrants
to the Lenders and the Administrative Agent that it is not aware of, and hereby waives, any claims or causes of action against
the Administrative Agent, the Issuing Bank, any Lender or any of their successors or assigns arising in connection with the Credit
Agreement or any other Loan Document, in any case, on or prior to the date hereof.


 


The execution, delivery and effectiveness
of this letter shall not (a) except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents,
or (b) entitle any Loan Party to a waiver, amendment, modification or other change to, of or in respect of any provision of any
of the Loan Documents in the future in similar or dissimilar circumstances.


 


This letter may be signed upon any number
of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and signatures sent
by telecopy or other electronic imaging shall be enforceable as originals. This letter is a Loan Document, and shall be effective
as of the date written above when it is signed by the Required Lenders, the Administrative Agent and the Loan Parties.


 



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	 	Very truly yours,
	 	 
	 	JPMORGAN CHASE BANK, individually
and as
	 	Administrative Agent
	 	 
	 	 
	 	By: /s/Hector J. Varona
	 	Name: Hector J. Varona
	 	Title: Vice President



 

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	 	Accepted and agreed:
	 	 
	 	BANK OF AMERICA, N.A., individually
and as a 
	 	Syndication Agent
	 	 
	 	 
	 	By: /s/ Gregory J. Bosio
	 	Name: Gregory J. Bosio
	 	Title: Vice President
	 	 
	 	KEYBANK NATIONAL ASSOCIATION,
individually
	 	and as a Syndication Agent
	 	 
	 	 
	 	By: /s/James Cribbet
	 	Name: James Cribbet
	 	Title: Senior Vice President
	 	 
	 	THE PRIVATEBANK AND TRUST COMPANY
	 	 
	 	 
	 	By: /s/Laura M. Kalil
	 	Name: Laura M. Kalil
	 	Title: Managing Director
	 	 
	 	CITIZENS BANK, NATIONAL ASSOCIATION
	 	(formerly known as RBS Citizens,
N.A.)
	 	 
	 	 
	 	By: ____________________________
	 	Name: _________________________
	 	Title: __________________________



 



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	 	Accepted and agreed:
	 	 
	 	 
	 	MEADOWBROOK INSURANCE GROUP, INC.
	 	 
	 	 
	 	By: /s/Karen M. Spaun
	 	Name: Karen M. Spaun
	 	Title: Sr. Vice President and
Chief Financial Officer
	 	 
	 	CREST FINANCIAL CORPORATION
	 	 
	 	 
	 	By: /s/Karen M. Spaun
	 	Name: Karen M. Spaun
	 	Title: Sr. Vice President and
Chief Financial Officer
	 	 
	 	MEADOWBROOK INC.
	 	 
	 	 
	 	By: /s/Karen M. Spaun
	 	Name: Karen M. Spaun
	 	Title: Sr. Vice President and
Chief Financial Officer
	 	 
	 	PROCENTURY CORPORATION
	 	 
	 	 
	 	By: /s/Karen M. Spaun
	 	Name: Karen M. Spaun
	 	Title: Sr. Vice President and
Chief Financial Officer



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