exv10w6w2






Exhibit 10.6.2




ASSUMPTION AND REAFFIRMATION OF OBLIGATIONS




     Reference is hereby made to that certain Revolving Credit Agreement dated as of June 16, 2010
among Fortegra Financial Corporation, a Georgia corporation (“Fortegra”), LOTS Intermediate
Co., a Delaware corporation (“LOTS”), the Lenders a party thereto and SunTrust Bank, as
Administrative Agent, (as amended, restated, amended and restated, supplemented or otherwise
modified and in effect on the date hereof, the “Credit Agreement”; capitalized terms used
herein and not defined herein have the meanings ascribed to such terms in the Credit Agreement).



     On the date hereof, Fortegra will merge (the “Merger”) with and into Fortegra
Financial Corporation, a Delaware corporation (“New Fortegra”), a newly formed and
wholly-owned subsidiary of Fortegra, and, upon the completion of the Merger, New Fortegra will be
the surviving entity.



Assumption of Obligations




     Effective as of the date hereof, New Fortegra hereby:



     (i) becomes a party to the Credit Agreement as a Borrower thereunder, with the same force and
effect as if originally named as a Borrower therein;



     (ii) becomes a party to the other Loan Documents (including, without limitation, the Security
Agreement and the Pledge Agreement) to which Fortegra is a party as of the date hereof, with the
same force and effect as if originally a party thereto;



     (iii) pledges, assigns, hypothecates, sets over and conveys unto the Administrative Agent for
the benefit of the Secured Creditors (as such term is defined in the Security Agreement), and does
hereby grant to the Administrative Agent for the benefit of the Secured Creditors, a first priority
continuing security interest in all of its right, title and interest in, to and under all of the
Collateral (as such term is defined in the Security Agreement) whether now existing or hereafter
from time to time acquired;



     (iv) pledges and charges to the Administrative Agent, and grants to the Administrative Agent
for its benefit and for the benefit of the Secured Parties (as such term is defined in the Pledge
Agreement), a first priority security interest in all the Pledged Collateral (as such term is
defined in the Pledge Agreement); and



     (v) without limiting the generality of the foregoing, irrevocably and unconditionally assumes
all of Fortegra’s obligations under the Credit Agreement and the other Loan Documents, including,
but not limited to, the Obligations.



 









 





Reaffirmation of Obligations




     Each of the undersigned Loan Parties hereby: (i) agrees that the consummation of the Merger
shall not in any way affect the validity and/or enforceability of any Loan Document, or reduce,
impair or discharge the obligations of such Person thereunder; (ii) reaffirms its continuing
obligations owing to the Administrative Agent and the Lenders under each of the other Loan
Documents (including, without limitation, the Security Agreement and the Subsidiary Guaranty
Agreement) to which such Person is a party; and (iii) confirms that the liens and security
interests created by the Loan Documents continue to secure the Obligations.



General




     Each of the undersigned Loan Parties hereby represents and warrants to the Administrative
Agent and the Lenders that: (a) the execution and delivery by such Persons of this Assumption and
Reaffirmation of Obligations is within the power (corporate or otherwise) and authority of such
Persons, has been duly authorized and approved by all requisite action on the part of such Persons,
and does not and will not contravene, breach or conflict with any provision of applicable law or
any of the charter or other organic documents of such Persons, or any Material Agreement binding on
such Persons; (b) this Assumption and Reaffirmation of Obligations has been duly executed by such
Persons; and (c) the Loan Documents remain in full force and effect and constitute the legal, valid
and binding obligations of such Persons, enforceable in accordance with their terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
affecting generally the enforcement of creditor’s rights.



     This Assumption and Reaffirmation of Obligations shall be construed in accordance with and be
governed by the law of the State of New York.



[Signature Page Follows]




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     IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Assumption
and Reaffirmation of Obligations as of November 23, 2010.



	 	 	 	 	 
	 	NEW FORTEGRA:





FORTEGRA FINANCIAL CORPORATION,

a Delaware corporation

 	 
	 	By:  	/s/  Michael Vrban	 
	 	 	Name:  	Michael Vrban	 
	 	 	Its: Executive Vice President, Acting Chief Financial
Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	LOAN PARTIES:





LOTS INTERMEDIATE CO., a Delaware corporation

 	 
	 	By:  	/s/  Michael Vrban	 
	 	 	Name:  	Michael Vrban 	 
	 	 	Its: Executive Vice President, Acting Chief Financial
Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	BLISS AND GLENNON, INC., a California corporation

LOTSSOLUTIONS, INC., a Georgia corporation

 	 
	 	By:  	/s/  Michael Vrban	 
	 	 	Name:  	Michael Vrban 	 
	 	 	Its: Treasurer 	 
	 




[Signature Page To Assumption and Reaffirmation of Obligations]



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