Exhibit
10.6


 


THIRD AMENDMENT TO LOAN AGREEMENT


 


THIS
THIRD AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is executed effective the
23rd day of August, 2005, by and between AMCOMP INCORPORATED, a Delaware
corporation (the “Borrower”), and AMSOUTH BANK (the “Bank”).


 


W I T N E S S E T H:


 


WHEREAS,
the Borrower and the Bank entered into that certain Loan Agreement dated as of October 12,
2000 (the “Loan Agreement”) (all capitalized terms used herein but not defined
shall have the meanings given such terms in the Loan Agreement as amended),
pursuant to which the Bank agreed to make the Term Loan to the Borrower in the
original principal amount of $11,250,000 (the “Original Loan”) and subsequently
the Borrower and Bank entered into that certain First Amendment to Loan
Agreement dated as of April 25, 2003 and that certain Second Amendment to
Loan Agreement dated as of April 23, 2004;


 


WHEREAS,
the Borrower has requested certain additional amendments to the Loan Agreement
and the Bank has consented to such changes;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Borrower and the Bank hereby agree as follows:


 


1.                                       The definition of Restricted Payment
contained in Section 1.01 is hereby amended to delete the following from
the definition:


 


(i) Any dividend or other distribution, direct
or indirect, on account of any shares of any class of stock of the Borrower or
any of its Subsidiaries, now or hereinafter outstanding.


 


2.                                       Section 7.01(h) is hereby modified
by deleting the amendment made to Section 7.01(h) as contained in the
Second Amendment to Loan Agreement and the following substituted in its place:


 


(h)                                 and that certain debt (i) issued on April 29,
2004, in the amount of Ten Million Dollars ($10,000,000) to Dekania CDO II,
Ltd. as part of a pooled transaction and (ii) and that certain debt issued
May 26, 2004, in the amount of Twelve Million Dollars ($12,000,000) to
ICONS, Inc. as part of a pooled transaction and (iii) that certain
debt issued September 14, 2004, in the amount of Ten Million Dollars
($10,000,000) to Alesco Preferred Funding V, Ltd. as part of a pooled
transaction.


 


3.                                       The phrase “the Borrower will not, nor will
it permit any of its Subsidiaries to, contract, create, incur, assume or permit
to exist any Indebtedness, except” is hereby deleted


 





















 


from
the introduction of Section 7.01 and the following substituted in its
place:


 


The Borrower will not, nor will it permit any of its Subsidiaries to
contract, create, incur, assume or permit to exist any Indebtedness in any
amount greater than Twenty Five Million Dollars ($25,000,000) in the aggregate,
except”


 


4.                                       Section 7.04 is amended to delete
paragraph (c) and paragraph (d).


 


5.                                       The sentence added to Section 7.05 by
the Second Amendment to Loan Agreement is hereby deleted and the following
substituted in its place:


 


Provided, however, the Bank will allow the Borrower to substitute
certain Investments in an amount of up to Seven Million Five Hundred Thousand
Dollars ($7,500,000) that are currently not Permitted Investments so long as
such substituted Investments are industry related and so long as investing in
such substituted Investments will not cause an Event of Default under any of
the financial covenants contained in the Agreement.


 


6.                                       Section 8.01 is amended to increase the
amount set forth in sub-section (h) and (i) from One Million
Five Hundred Thousand Dollars ($1,500,000) to Two Million Five Hundred Thousand
Dollars ($2,500,000).


 


7.                                       Except as expressly set forth herein, all
terms of the Loan Agreement as amended shall be and remain in full force and
effect and shall constitute the legal, valid, binding and enforceable
obligations of the Borrower to the Bank.


 


8.                                       The Borrower hereby restates, ratifies and
reaffirms each and every term, representation, covenant, and condition set
forth in the Loan Agreement, as amended hereby, effective as of the date
hereof.


 


9.                                       The Borrower agrees to take such further
actions as the Bank reasonably may request in connection herewith to evidence
the amendments to the Loan Agreement herein contained.


 


10.                                 This Amendment may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


 


11.                                 This Amendment shall be construed in
accordance with and be governed by the law (without giving effect to the
conflict of law principles thereof) of the State of Florida.


 


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


 





















 


IN
WITNESS WHEREOF, the Borrower and the Bank have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
day and year first above written.


 


	
   

  	
  AMCOMP
  INCORPORATED,

  
	
   

  	
  as
  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Frederick R. Lowe

  
	
   

  	
   

  	
  Frederick
  R. Lowe,

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMSOUTH
  BANK, as Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Hanning

  
	
   

  	
   

  	
  James
  Hanning,

  
	
   

  	
   

  	
  Assistant
  Vice President