RESTATED LOAN AND SECURITY AGREEMENT

Security Agreement

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AMCOMP INCORPORATED

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Title: RESTATED LOAN AND SECURITY AGREEMENT
Governing Law: Florida Date: 6/6/2008
Industry: Insurance (Prop. and Casualty) Law Firm: Olshan Grundman Sector: Financial

Exhibit 10.2

RESTATED LOAN AND SECURITY AGREEMENT

THIS RESTATED LOAN AND SECURITY AGREEMENT dated as of May 23, 2008 by and between REGIONS BANK, an Alabama banking corporation, whose address is 111 N. Orange Avenue, Suite 1585, Orlando, Florida 32801 (the "Lender"), and AMCOMP INCORPORATED, a Delaware corporation, whose address is 701 U.S. Highway 1, Suite 200, North Palm Beach, Florida 33408 (the "Borrower").

RECITALS:

A. This Restated Loan and Security Agreement modifies and restates in its entirety that certain Loan Agreement dated as of October 12, 2000, as amended by that certain First Amendment to Loan Agreement dated April 25, 2003, as further amended by that certain Second Amendment to Loan Agreement dated April 23, 2004, as further amended by that certain Third Amendment to Loan Amendment dated August 23, 2005 and as further amended by that certain Fourth Amendment to Loan Agreement dated July 1, 2007 (together herein referred to as the “Prior Agreement”) executed by Borrower and Guarantor representing a term loan credit facility extended by Lender to Borrower in the initial amount of TWELVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($12,500,000.00) subject to the compliance by Borrower of all the terms and conditions hereof which now has a current outstanding principal amount of THREE MILLION FIVE HUNDRED SEVENTY-ONE THOUSAND THREE HUNDRED EIGHTY-NINE AND 97/100 DOLLARS ($3,571,389.97); and

B. Each Guarantor will derive a benefit from such loan and therefore has agreed to guarantee the debt of Borrower to Lender and enter into this Agreement; and

C. The Lender has made such loan on the terms and conditions and on the security as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, conditions, representations and warranties hereinafter set forth and for other good and valuable consideration, the parties hereto have mutually agreed as follows:

1. Defined Terms . As used in this Loan and Security Agreement, the following terms shall have the following meanings:

$30,000,000 Agreement means that certain Loan and Security Agreement dated the date hereof by and between Lender and Borrower.

$30,000,000 Note means that certain promissory note dated as of May 23 , 2008 in the amount of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000.00) executed by Borrower in favor of Lender.

Actuarial Report means the actuarial review and valuation statements of the Insurance Subsidiaries’ loss and loss adjustment expense reserve positions as of December 31 of any fiscal year (or such other date requested by the Lender), with respect to the insurance business in force, and covering such other subjects as are customary in actuarial reviews and reasonably requested by the Lender, prepared by Milliman USA or other independent actuarial firm reasonably acceptable to the Lender in accordance with reasonable actuarial assumptions and procedures, not inconsistent with the assumptions and procedures previously employed, and accompanied by a report prepared by such actuarial firm reviewing the adequacy of loss reserves of each Insurance Subsidiary (which firm shall be provided access to or copies of all reserves analyses and valuations relating to the insurance business of each such Insurance Subsidiary) together with its report, substantially in the form of the report currently provided by such firm to the Borrower.

Additive Basis means the financial information from each of the relevant companies is added together when determining the amount(s) to be used in the calculations required in this agreement.

Affiliate means any corporation or other entity that is controlled by, controls, or is under common control with, Borrower.

Agreement means this Loan and Security Agreement.

Alternative Rate means the rate per annum to be used for the interest rate on the Loan in the event the Base Rate is not available. The Alternative Rate will be determined by adding or subtracting a spread from either the Federal Funds Rate or the Prime Rate (as reasonably selected by Lender) so that the Alternative Rate on the first day it becomes effective is reasonably equivalent to the Base Rate as of the last day the Base Rate was available. Thereafter the Alternative Rate will be adjusted up or down based on changes to the Federal Funds Rate or Prime Rate (as initially selected) adjusted on the same date the Base Rate would have been adjusted and utilizing the same spread as utilized on the first day the Alternative Rate became effective.

AmComp Assurance means AmComp Assurance Corporation, a Florida corporation.

AmComp Preferred means AmComp Preferred Insurance Company, a Florida corporation.

Annual Statement means, with respect to any Insurance Subsidiary, such Insurance Subsidiary’s annual statement to the insurance regulatory authorities of its domiciliary state, as the same may be amended from time to time.

Base Rate means the interest rate applied to the unpaid principal balance of the Note.

Borrower means AMCOMP INCORPORATED, a Delaware corporation.

Closing Date means the date hereof.

Code means the Uniform Commercial Code, as in effect in Florida from time to time.

Collateral means collectively: (a) all of the stock of AmComp Preferred; (b) all Surplus Notes now or hereafter owned by Borrower or its Subsidiaries.

Contingent Obligations means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such Person (whether arising by virtue of agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part).

Contractual Obligation means any provision of any security issued by a Person or of any agreement, instrument, or undertaking to which such Person is a party or by which it or any of its property is bound.

Debt means any indebtedness or liability for borrowed money and any other indebtedness or liability or similar obligations which must be characterized as a Debt (whether long term or short term) for the purpose of an audited financial statement prepared pursuant to the standards of the American Institute of Certified Public Accountants.

Debt Service Coverage Ratio means, as of the last day of any fiscal year of the Borrower, the ratio of (a) (i) Service Fees from Insurance Subsidiaries for such fiscal year, plus (ii) interest received by the Borrower on the Surplus Notes, plus (iii) Dividends Available Without Regulatory Approval during such fiscal year, plus (iv) Dividends Available With Regulatory Approval during such fiscal year, plus (v) depreciation expense, plus (vi) Tax Sharing Revenue, minus (vii) Expenses of the Borrower and the Non-Insurance Subsidiaries for such fiscal year, minus (viii) dividends paid, to (b) (i) scheduled interest payments on Debt for such fiscal year, plus (ii) scheduled principal payments on Debt for such fiscal year.

Default Rate means that default rate more specifically described in the Note.

Dividends Available With Regulatory Approval means dividends payable with respect to ownership of the capital stock of an Insurance Subsidiary that an Insurance Subsidiary may pay stockholders only with the prior approval of the FOIR.

Dividends Available Without Regulatory Approval means dividends payable with respect to ownership of the capital stock of an Insurance Subsidiary that such Insurance Subsidiary is able to pay stockholders without the prior approval of the FOIR.

EIG means Employers Holdings, Inc., a Nevada corporation, or any subsidiary of Employers Holdings, Inc.

Employers Merger means the merger of Sapphire Acquisition Corp, a Delaware corporation and a wholly owned subsidiary of Employers Holdings, Inc., a Nevada corporation, with and into the Borrower with the Borrower continuing as the continuing company under the merger, pursuant to the Merger Agreement made and entered into as of January 10, 2008, as amended by the amendment thereto dated April 28, 2008, and as the same may be further amended, restated or otherwise modified.

Expenses of the Borrower and the Non-Insurance Subsidiaries means operating expenses of the Borrower and each and every Subsidiary with the exception of the Insurance Subsidiaries.

ERISA means the Employee Retirement Income Security Act of 1974 and all rules and regulations promulgated thereunder.

Event of Default means any one of the events enumerated in Article 9 (“Events of Default”).

Federal Funds Rate means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transaction with members of the Federal Reserve System arranged by Federal funds brokers as published by the Federal Reserve Bank of New York on the Interest Rate Determination Date.

FOIR shall mean the Florida Office of Insurance Regulation.

GAAP means generally accepted accounting principles in the United States of America as defined by the Financial Accounting Standards Board or its successor, as in effect from time to time consistently applied.

Governmental Authority means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions pertaining to government.

Guarantor means PINNACLE ADMINISTRATIVE COMPANY, a Florida corporation, PINNACLE BENEFITS, INC., a Florida corporation, and AMSERV, INC., a Florida corporation, jointly and severally.

Insurance Operating Expenses means those expenses as evidenced on each Insurance Subsidiary’s SAP Statement.

Insurance Subsidiary means AmComp Preferred, AmComp Assurance and all Wholly Owned Subsidiaries of the Borrower licensed to engage in the business of property and casualty insurance.

Interest Expense shall mean interest payable on Debt during the period in question.

IRIS Tests means the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System or, in lieu thereof, any successor thereto, replacement thereof, substitute therefor or other substantially similar guidelines intended to measure the financial performance of companies in the property and casualty insurance industry, as the same shall be in effect from time to time.

Lender means REGIONS BANK, an Alabama banking corporation.

Lien means any interest in property (real, personal, or mixed, and tangible or intangible) securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including a security interest, security title or Lien arising from a security agreement, mortgage, deed of trust, deed to secure debt, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall include covenants, conditions, restrictions, leases, and other encumbrances affecting any property. For the purpose of this Agreement, Borrower shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

Loan means the credit facility in the original principal amount of TWELVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($12,500,000.00) advanced by Lender to Borrower from time to time evidenced by the Note described in Section 2.1 which now has a current outstanding principal amount of THREE MILLION FIVE HUNDRED SEVENTY-ONE THOUSAND THREE HUNDRED EIGHTY-NINE AND 97/100 DOLLARS ($3,571,389.97) (and any substitutions therefor, extensions thereof, or renewal thereof).

Loan Account means the loan account established on the books of Lender pursuant to Section 2.3 (“Loan Account”).

Loan Documents means this Agreement, the Note, and each and every security agreement, financing statement or other instrument executed and delivered to evidence the Loan, and any and all other agreements, instruments, and documents heretofore, now or hereafter, executed by Borrower and delivered to Lender in respect to the transactions contemplated by this Agreement.

Material Adverse Effect means with respect to a Person, a material adverse effect on its business, assets, properties, prospects, results of operation, or condition (financial or other). The Employers Merger shall not be considered a Material Adverse Effect.

NAIC means the National Association of Insurance Commissioners and any successor thereof.

Net Losses means, as of the last day of any fiscal year, with respect to any Insurance Subsidiary, loss and loss adjustment expense net of any salvage, subrogation, or deductibles after deducting reinsured losses as evidenced on the Annual Statement by each Insurance Subsidiary in accordance with SAP.

Net Written Premiums means, as of the last day of any fiscal year, with respect to any Insurance Subsidiary, the sum of the total amount of premiums written after deducting or adding premiums on business ceded to or assumed from others as evidenced on the Annual Statement by each Insurance Subsidiary in accordance with SAP.

Non-Excluded Taxes means such term as is defined in Section 2.12.

Non-Insurance Subsidiary means any Subsidiary of the Borrower which is not an Insurance Subsidiary.

Note means that certain restated promissory note dated the date hereof which was executed and delivered by Borrower to Lender and evidencing the Loan, as further described hereafter, together with and any other promissory note, credit agreement or letter of credit agreement now or hereafter executed by Borrower in favor of Lender with respect to the Loan, including without limitation those promissory notes, credit agreements and letter of credit agreements described on any schedule or exhibit attached to this Agreement from time to time, and any renewals of, extensions of, modifications of, refinancings to, consolidations of, and substitutions for any of the foregoing.

Obligations means all Loans and all other advances, debts, liabilities, obligations, covenants, and duties owing, arising, due or payable from Borrower to Lender of any kind or nature, present or future whether or not evidenced by any note, guaranty or other instrument, arising under this Agreement or any of the other Loan Documents, including any swap, option or forward obligations. The term includes, without limitation, all interest, charges, expenses, fees, attorneys' fees and any other sums chargeable to Borrower under any of the Loan Documents. Unless the Borrower and any other party to this Agreement shall have otherwise agreed in writing or received written notice thereof, this Agreement shall not secure any obligation owing to Lender which constitutes “consumer credit” subject to the disclosure requirements of the Federal Truth in Lending Act and any regulations promulgated thereunder.

Permitted Liens means

(i)

Liens in favor of the Lender;

(ii)

Liens (other than Liens created or imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

(iii)

statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

(iv)

Liens (other than Liens created or imposed under ERISA) incurred or deposits made by the Borrower and its Subsidiaries in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(v)

Liens in connection with attachments or judgments (including judgment or appeal bonds) provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay;

(vi)

easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the sue of the encumbered Property for its intended purposes;

(vii)

Liens on Property securing purchase money Indebtedness to the extent permitted under this Agreement, provided that (i) the Indebtedness secured by such Liens does not exceed the purchase price of the assets financed, and (ii) any such Lien attaches to such Property concurrently with or within 90 days after the acquisition thereof;

(viii)

Liens arising under escrows, trusts, custodianships, separate accounts, funds withheld procedures, and similar deposits, arrangements or agreements established with respect to insurance policies, annuities, guaranteed investment contracts and similar products underwritten by, or Reinsurance Agreements entered into by, the Borrower or any Insurance Subsidiary in the ordinary course of business;

(ix)

deposits with insurance regulatory authorities;

(x)

Liens on assets at the time such assets are acquired by the Borrower or any Subsidiary; provided that such Liens are not created in contemplation of such acquisition;

(xi)

normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

(xii)

Liens existing as of the Closing Date, provided that no such Lien shall at any time be extended to or cover any Property other than the Property subject thereto on the Closing Date;

(xiii)

Liens arising from the rendering of a final judgment against the Borrower or any Subsidiary; provided that such Liens do not give rise to an Event of Default hereunder;

(xiv)

Liens arising in the ordinary course of business not to exceed $100,000.00 in the aggregate without the prior written consent of Lender; and

(xv)

Liens in connection with the $30,000,000 Agreement.

Person means an individual, partnership, corporation, joint stock company, firm, land trust, business trust, unincorporated organization, limited liability company, or other business entity, or a government or agency or political subdivision thereof.

Plan means an employee benefit plan now or hereafter maintained for employees of Borrower that is covered by Title IV of ERISA.

Prime Rate means the rate of interest per annum publicly announced from time to time by Lender as its prime rate in effect at its principal office in Birmingham, Alabama, with each change in the Prime Rate being effective on the date such change is publicly announced as effective (it being understood and agreed that the Prime Rate is a reference rate used by Lender in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit by Lender to any debtor.

Prohibited Transaction means any transaction set forth in Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986. The Employers Merger shall not be considered a Prohibited Transaction.

Property means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Quarterly Statement means, with respect to any Insurance Subsidiary, such Insurance Subsidiary’s quarterly statement to the insurance regulatory authorities of its domiciliary state, as the same may be amended from time to time.

Reportable Event means any of the events set forth in Section 4043(b) of ERISA.

Requirement of Law means as to any Person, the articles of incorporation and bylaws or other organizational or governing documents of the Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding on the Person or any of its property or to which the Person or any of its property is subject.

SAP means, with respect to any Insurance Subsidiary, the accounting practices prescribed or permitted by the insurance commissioner (or other similar authority) in the jurisdiction of domicile of such insurance company for the preparation of Annual Statements, Quarterly Statements and other financial reports by insurance corporation of the same type as such Insurance Subsidiary, as applied on a consistent basis.

SAP Statement means an Annual Statement or a Quarterly Statement.

Service Fees from Insurance Subsidiaries means the service fees received by the Non-Insurance Subsidiaries paid by the Insurance Subsidiaries each month, which fees are based on the amount of earned premium.

Solvent means as to any Person, means such Person (i) owns property, real, personal, and mixed, whose aggregate fair saleable value is greater than the amount required to pay all of such Person's Debt and Contingent Obligations, and (ii) is able to pay all of its Debt as such Debt matures, and (iii) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage.

Subsidiary or Subsidiaries means any corporate entity or partnership, or other business entity, the controlling interest of which is owned directly or indirectly by Borrower.

Surplus Notes shall mean those certain promissory notes issued by AmComp Preferred or AmComp Assurance to the Borrower.

Tax Sharing Revenue means as of the last day of any fiscal year, the net tax benefit/(expense) recognized by the Borrower without giving effect to any Insurance Subsidiary income or loss.

Wholly Owned Subsidiary of any Person means any Subsidiary 100% of whose voting stock or other equity interests is at the time owned by such Person directly or indirectly through other Wholly Owned Subsidiaries.

Certain Other Words . All accounting terms used herein have the respective meanings attributed to them under, and shall be construed in accordance with, GAAP, unless indicated to be SAP. The terms “herein,” “hereof,” and “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronouns used shall be deemed to cover all genders. As used in this Agreement, (a) the word “including” is always without limitation; (b) words in the singular number include words of the plural number and vice versa; (c) the word “costs” includes all internal out-of-pocket expenses, fees, costs, and expenses of experts and collection agents, supersedeas bonds, and all attorneys' fees, costs, and expenses, whether incurred before, during, or after demand or litigation, and whether pursuant to trial, appellate, arbitration, bankruptcy, or judgement-execution proceedings; and (d) the word “property” includes both tangible and intangible property, unless the context otherwise requires. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. All references to any instruments or agreements, including references to any of the Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All other terms contained in this Agreement shall, unless otherwise defined herein or unless the context otherwise indicates, have the meanings provided for by the Uniform Commercial Code of the State of Florida.

Directly and Indirectly . When any provision of this Agreement or any Loan Document requires or prohibits action to be taken by a Person, the provision applies regardless of whether the action is taken directly or indirectly by the Person.

2. The Loan .

2.1 Loan .

(a) The amount available under the Loan was previously disbursed to the Borrower in accordance with the terms, provisions and conditions of this Agreement, provided. Borrower executed and delivered to Lender the Note in the face amount of the Loan, payable to the order of Lender. The Note shall evidence the Borrower's obligation to repay the Loan and is not incorporated by reference.

(b) Borrower shall repay all outstanding principal and accrued interest with respect to the Loan not previously repaid in accordance with the terms and conditions of the Note.

2.2 Terms Governing All Loans .

(a) All payments of interest and principal under the Note shall be made without setoff or counterclaim, and in such coin or currency of the United States of America that at the time of payment is legal tender for the payment of public and private debt.

(b) Any payments not made as and when due with respect to the Loan (whether at stated maturity, by acceleration, or otherwise) shall bear interest at the Default Rate from the date due until paid, payable on demand.

2.3 Loan Account . Amounts due under the Note and otherwise under this Agreement and under the Loan Documents shall be reflected in the Loan Account. Lender shall enter disbursements hereunder or under the Note as debits to the Loan Account and shall also record in the Loan Account all payments made by Borrower and all proceeds of Collateral which are finally paid to Lender, and may record therein, in accordance with customary accounting practice, all charges and expenses properly chargeable to Borrower hereunder.

2.4 Use of Proceeds . Borrower shall use the proceeds of the Loan for the following purposes and no other: for working capital of Borrower.

2.5 Term . This Agreement shall remain in force and effect until the Loan, and any renewals or extensions, and all interest thereon and costs provided for herein with regard to either of them have been indefeasibly paid or satisfied in full and until Lender has no further obligation to advance funds to Borrower hereunder. Borrower may terminate without prepayment penalties at any time the Loan facilities and prepay the Obligations at any time before the scheduled maturity date by paying the Loan. The indemnities provided for in this Agreement shall survive the payment in full of the Loan and the other Obligations and the termination of this Agreement.

2.6 Payments . All sums paid to Lender by Borrower hereunder shall be paid directly to Lender in immediately available funds. Lender shall send Borrower statements of all amounts due hereunder, which statements shall be considered correct and conclusively binding on Borrower absent manifest error or negligence of Lender unless Borrower notifies Lender to the contrary within thirty (30) days of its receipt of any statement which it deems to be incorrect. Lender may, in its sole discretion (a) charge against any deposit account of Borrower all or any part of any amount due hereunder and (b) advance to Borrower, and charge to the Loan, a sum sufficient each month to pay all interest accrued on the Loan and fees due under this Agreement during or for the immediately preceding month. Borrower shall be deemed to have requested an advance under the Loan upon the occurrence of an overdraft in any of Borrower’s checking accounts maintained with Lender. Notwithstanding the foregoing, if the Borrower provides reasonable evidence that any sums set off by Lender were funds being held by Borrower for or on behalf of its Insurance Subsidiaries, Lender will disgorge those funds and reverse the set off to the extent of those funds.

2.7 Reserved .

2.8 Limitation on Interest Charges . Lender and Borrower intend to comply strictly with applicable law regulating the maximum allowable rate or amount of interest that Lender may charge and collect on the Loan to Borrower pursuant to this Agreement. Accordingly, and notwithstanding anything in any Note or in this Agreement to the contrary, the maximum, aggregate amount of interest and other charges constituting interest under applicable law that are payable, chargeable, or receivable under any Note and this Agreement shall not exceed the maximum amount of interest now allowed by applicable law or any greater amount of interest allowed because of a future amendment to existing law. Borrower is not liable for any interest in excess of the maximum lawful amount, and any excess interest charged or collected by Lender will constitute an inadvertent mistake and, if charged but not paid, will be cancelled automatically, or, if paid, will be either refunded to Borrower or credited against the outstanding principal balance of the applicable Note, at the election of Lender.

2.9 Capital Adequacy . If the Lender has determined, after the date hereof, that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s policies with respect to capital adequacy), then, ninety (90) days after presentation by Lender to Borrower of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based, the Borrower shall be obligated to pay to the Lender such additional amount or amounts as will compensate the Lender for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto.

2.10 Illegality . Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law of in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for the Lender to charge interest on the Loan based on the Base Rate as contemplated by this Agreement, (a) the Lender shall promptly give written notice of such circumstances to the Borrower (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the obligation of the Lender hereunder to charge interest on the Loan at the Base Rate shall be forthwith be canceled and, until such time as it shall no longer be unlawful for the Lender to charge interest at the Base Rate, the Lender shall then have an obligation only to charge interest on the Loan at the Alternative Rate and (c) the outstanding principal amount of the Loan shall automatically bear interest at the Alternative Rate.

2.11 Requirements of Law . If, after the date hereof, the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to the Lender, or compliance by the Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date:

(a) shall subject the Lender to any tax of any kind whatsoever with respect to the Loan made by it or its obligation to make the Loan, or change the basis of taxation of payments to the Lenders in respect thereof (except for (i) Non-Excluded Taxes covered by Section 2.12 and (ii) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of the Lender or its applicable lending office, branch, or any affiliate thereof);

(b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of the Lender which is not otherwise included in the determination of Base Rate hereunder; or

and the result of any of the foregoing is to increase the cost to the Lender, by an amount which the Lender deems to be material, of making, continuing or maintaining Loan or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from the Lender, in accordance herewith, the Borrower shall be obligated to promptly pay the Lender, upon its demand, any additional amounts necessary to compensate the Lenders for such increased cost or reduced amount receivable. If the Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Borrower, certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by the Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this subsection submitted by the Lender, to the Borrower shall be conclusive and binding on the parties hereto in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loan and all other amounts payable hereunder.

2.12 Taxes .

(a) Except as provided below in this subsection, all payments made by the Borrower under this Agreement and the Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or governmental body, agency or other official, excluding taxes measured by or imposed upon the overall net income of the Lender or its applicable lending office, or any branch or affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of the Lender or its applicable lending office, or any branch or affiliate thereof, in each case imposed in lieu of net income taxes, imposed: (i) by the jurisdiction under the laws of which the Lender, applicable lending office, branch or affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between the jurisdiction imposing such tax and the Lender, applicable lending office, branch or affiliate other than a connection arising solely from the Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Agreement or the Note. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“ Non-Excluded Taxes ”) are required to be withheld from any amounts payable to the Lender hereunder or under the Note, (A) the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Note, and (B) as promptly as possible thereafter the Borrower shall send to the Lender for its own account, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required receipts or other required documentary evidence, the Borrower shall indemnify the Lender for any incremental taxes, interest or penalties that may become payable by the Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the advances and all other amounts payable hereunder.

(b) In connection with this transaction there may or may not be due certain documentary stamp taxes and/or intangible taxes imposed by the State of Florida (the “ Florida Taxes ”). In a

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