8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

                             May 23, 2013                            

Date of report (Date of earliest event reported)

Universal Insurance Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33251	65-0231984
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification No.)

1110 W. Commercial Blvd., Fort Lauderdale, Florida 33309

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (954) 958-1200 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 1.01 Entry into a Material Definitive Agreement

On May 23, 2013, Universal Insurance Holdings, Inc. (“Company”), as borrower, entered into a $20 million unsecured term loan agreement (“Term Loan”) and related term note (“Term Note”) with RenaissanceRe Ventures Ltd., as lender (“RenRe”). The Term Loan and Term Note are part of a series of agreements entered into by the Company and RenRe and its affiliates pursuant to which, among other things, the Company will purchase a covered loss index swap from an affiliate of RenRe and such affiliate will reserve reinsurance capacity for the Company’s reinsurance program and receive a right of first refusal in respect of a portion thereof.

The Term Loan bears interest at the rate of 50 basis points per annum and matures on the earlier of May 23, 2016 or the date that all principal under the Term Loan is pre-paid or deemed paid in full. The Term Loan is amortized over the three-year term and the Company may prepay the loan without penalty. The obligations of the Company under the Term Loan are guaranteed by four of the Company’s subsidiaries that are not regulated insurance companies (“Guarantors”), each of which has executed a guaranty as a subsidiary guarantor in favor of RenRe.

In connection with obtaining the consent of Deutsche Bank Trust Company Americas (“DB”), with whom the Company currently has an unsecured $10 million revolving line of credit, to the Term Loan, RenRe and DB entered into a Sharing Agreement on May 23, 2013 (“Sharing Agreement”), the provisions of which the Company and the Guarantors have acknowledged. The Sharing Agreement provides in part that, upon certain insolvency or liquidation events, loan payments must be made 50% to DB and 50% to RenRe until the revolving credit loan to DB has been paid in full. Also on May 23, 2013, the Company and DB amended their existing revolving loan agreement to provide in substantial part for the approval of the Term Loan (“DB Loan Amendment”). In addition, the obligations of the Company under the revolving loan agreement with DB, as amended, are now guaranteed by the Guarantors, each of which has executed a guaranty as a subsidiary guarantor in favor of DB.

The Term Loan contains customary reporting, financial, affirmative and negative covenants. An event of default under the Term Loan may be triggered by events such as a failure to make payments when due, a failure to comply with the covenants therein, certain insolvency proceedings or a change of control of the Company. An event of default would permit RenRe to, among other things, accelerate any amounts due under the Term Loan.

The Company may use loan proceeds for working capital and other general corporate purposes and to repurchase shares of its equity stock from its shareholders. The Company used a portion of the net proceeds of the Term Loan to repurchase 2,000,000 shares of the Company’s common stock owned by Bradley I. Meier, the Company’s former Chairman, President and Chief Executive Officer. As previously disclosed in the Company’s Current Report on Form 8-K dated April 2, 2013, the Company was obligated to repurchase 2,000,000 shares of common stock from Mr. Meier on or before June 1, 2013 pursuant to the repurchase agreement between Mr. Meier and the Company dated April 1, 2013 (“First Repurchase Agreement”).

As part of the series of agreements with RenRe, on May 23, 2013, the Company, RenRe and Mr. Meier agreed to assign to RenRe a portion of the Company’s right of first refusal to repurchase shares of the Company’s common stock owned by Mr. Meier under the First Repurchase Agreement. RenRe will have a right of first refusal to repurchase one-third of the shares offered by Mr. Meier, up to the lesser of 2,000,000 shares and 4.99% of the Company’s outstanding common stock.

Also on May 23, 2013, the Company entered into a second repurchase agreement with Mr. Meier (“Second Repurchase Agreement”). Pursuant to the Second Repurchase Agreement, the Company used a portion of the net proceeds of the Term Loan to repurchase 2,666,000 shares of the Company’s common stock owned by Mr. Meier at a repurchase price of $4.50 per share, representing a discount from the current market price of the Company’s common stock.

After the Company’s share repurchases, Mr. Meier owns in the aggregate 4,874,673 shares, or 13.8% of the Company’s currently outstanding common stock.

The foregoing description of the Term Loan, Term Note, Sharing Agreement, DB Amendment and Second Repurchase Agreement is not complete and is qualified in its entirety by reference to the full text of such documents, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Item 1.01 of this Current Report on Form 8-K relating to the Term Loan, Term Note, Sharing Agreement and DB Amendment is incorporated by reference in this Item 2.03.

Item 7.01 Regulation FD Disclosure

The Company is disclosing under Item 7.01 of this Current Report on Form 8-K information contained in the press release filed as Exhibit 99.1 to this report. The information furnished pursuant to, and incorporated by reference in, this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

10.1 Term Loan Agreement, dated May 23, 2013, by and between the Company and RenaissanceRe Ventures Ltd.

10.2 Term Note, dated May 23, 2013, by the Company in favor of RenaissanceRe Ventures Ltd., in the original principal amount of $20,000,000

10.3 Sharing Agreement, dated May 23, 2013, by and between RenaissanceRe Ventures Ltd. and Deutsche Bank Trust Company Americas and acknowledged by the Company and the Guarantors

10.4 First Amendment and Consent to Revolving Loan Agreement, dated May 23, 2013, by and between Deutsche Bank Trust Company Americas and the Company

10.5 Repurchase Agreement, dated May 23, 2013, by and between the Company and Bradley I. Meier

99.1 Press release dated May 23, 2013

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNIVERSAL INSURANCE HOLDINGS, INC.
Date: May 24, 2013	/s/ George R. De Heer
	George R. De Heer Chief Financial Officer

EX-10.1

Exhibit 10.1

EXECUTION COPY

USD $20,000,000

TERM LOAN AGREEMENT

UNIVERSAL INSURANCE HOLDINGS, INC.,

as Borrower

and

RENAISSANCERE VENTURES LTD.,

as Lender

DATE OF AGREEMENT: May 23, 2013

ARTICLE I DEFINITIONS			1
	Section 1.1	Defined Terms	1
	Section 1.2	Other Definitional Provisions	10
	Section 1.3	Times of Day	10
	Section 1.4	Currency	10
ARTICLE II TERM LOAN			11
	Section 2.1	Term Loan	11
	Section 2.2	Interest; Payment of Interest	11
	Section 2.3	Evidence of Indebtedness	11
	Section 2.4	Payment of Principal	11
	Section 2.5	Payments; Voluntary and Mandatory Prepayments	12
	Section 2.6	Scope of Recourse	12
	Section 2.7	Use of Proceeds	12
	Section 2.8	Computation of Interest and Fees	12
	Section 2.9	Taxes	13
	Section 2.10	Absolute Liability of Borrower	14
ARTICLE III REPRESENTATIONS AND WARRANTIES			14
	Section 3.1	Organization, Power and Authority	14
	Section 3.2	Company Action	14
	Section 3.3	Legal Right	15
	Section 3.4	No Conflicts or Consents; Compliance with Legal Requirements	15
	Section 3.5	Enforceable Obligations	15
	Section 3.6	Financial Statements	16
	Section 3.7	No Untrue Statement; Absence of Undisclosed Liabilities	16
	Section 3.8	No Litigation	16
	Section 3.9	Taxes	16
	Section 3.10	Chief Executive Office; Records	16
	Section 3.11	Compliance with Legal Requirements	17
	Section 3.12	Anti-money Laundering	17
	Section 3.13	Foreign Trade Regulations	17
	Section 3.14	Solvency	17

	Section 3.15	No Setoff	18
	Section 3.16	Listing	18
ARTICLE IV AFFIRMATIVE COVENANTS			18
	Section 4.1	Financial Statements; Reports and Notices; Access	18
	Section 4.2	Insurance	19
	Section 4.3	Payment of Taxes	19
	Section 4.4	Maintenance of Existence and Rights; Ownership	19
	Section 4.5	Notices	19
	Section 4.6	Compliance with Law	20
	Section 4.7	Authorizations and Approvals	20
	Section 4.8	Listing	20
	Section 4.9	Financial Covenants	20
	Section 4.10	Additional Guarantors	20
ARTICLE V NEGATIVE COVENANTS			21
	Section 5.1	Indebtedness	21
	Section 5.2	Liens	21
	Section 5.3	Restricted Payments	21
	Section 5.4	Mergers or Dispositions	21
	Section 5.5	Ownership; Constituent Instruments	21
	Section 5.6	Affiliate Transactions	21
	Section 5.7	Restrictive Agreements	22
	Section 5.8	Business Activities	22
ARTICLE VI CONDITIONS PRECEDENT TO LOAN			22
	Section 6.1	Conditions to Obligations of Lender	22
	Section 6.2	Conditions to Obligations of Borrower	23
ARTICLE VII EVENTS OF DEFAULT; REMEDIES			24
	Section 7.1	Events of Default	24
	Section 7.2	Remedies	26
ARTICLE VIII MISCELLANEOUS			27
	Section 8.1	Amendments	27
	Section 8.2	Setoff	28

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Section 8.3	Waiver	28
Section 8.4	Payment of Expenses	28
Section 8.5	Indemnification by Borrower	28
Section 8.6	Notice	29
Section 8.7	Governing Law	30
Section 8.8	Waiver of Trial by Jury; No Marshalling of Assets	30
Section 8.9	Submission To Jurisdiction; Waivers	30
Section 8.10	Invalid Provisions	31
Section 8.11	Entirety	31
Section 8.12	Successors and Assigns	31
Section 8.13	Maximum Interest, No Usury	31
Section 8.14	Headings	32
Section 8.15	Patriot Act Notice	32
Section 8.16	Multiple Counterparts	32
Section 8.17	Credit Verification Reports	32
Section 8.18	Confidentiality	32
Section 8.19	Construction; Conflict with Other Loan Documents	33
Section 8.20	Further Assurances	33

Exhibits
Exhibit 2.3	Form of Promissory Note ($20,000,000)
Exhibit 4.2(b)	Summary of Reinsurance Programs
Exhibit 6.1(g)	Guaranty Agreement

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TERM LOAN AGREEMENT

THIS TERM LOAN AGREEMENT, dated as of May 23, 2013, by and between UNIVERSAL INSURANCE HOLDINGS, INC., a corporation duly formed in the State of Delaware, as borrower (“Borrower”), and RENAISSANCERE VENTURES LTD., a company organized and existing under the laws of Bermuda, as lender (“Lender”).

RECITALS:

WHEREAS, Borrower has requested that Lender make the Term Loan (as hereinafter defined) to Borrower for the purposes set forth in Section 2.7 hereof;

WHEREAS, the parties are also entering into a Reinsurance Capacity Reservation and Right of First Refusal Agreement, a Covered Loss Index Swap Agreement and a First Refusal Assignment (each as hereinafter defined) which are conditions to both parties’ respective obligations to enter into and close under this Agreement (as hereinafter defined); and

WHEREAS, Lender is willing to make the Term Loan to Borrower upon the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. For the purposes of this Agreement, unless otherwise expressly defined, the following terms shall have the respective meanings assigned to them in this Section 1.1 or in the Section or recital referred to:

“Affiliate” of any Person means any other Person that, directly or indirectly, Controls or is Controlled by, or is under common Control with, such Person.

“Agreement” means this Term Loan Agreement, as same may be amended, supplemented, renewed, extended, replaced, or restated from time to time.

“APPCIC” American Platinum Property and Casualty Insurance Company, a Florida domestic stock insurance company.

“Attorney Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel.

“Bank Indebtedness” means (i) the indebtedness of the Borrower to Deutsche Bank under the Deutsche Bank Facility, (ii) any other loan facility existing on the date hereof which has been disclosed to the Lender in writing or (iii) any Refinancing of any of the foregoing.

“Bank Lender” means the lender or lenders under any then existing Bank Indebtedness.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §101, et seq.

“Borrower” is defined in the first paragraph hereof.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or Hamilton, Bermuda are authorized or required to close under applicable Legal Requirements.

“Capital Lease” means, as to any Person, any lease of any property by that Person as lessee which is accounted for as a capital lease on the balance sheet of that Person under GAAP.

“Cash and Cash Equivalents” means (i) unrestricted and unencumbered cash, (ii) unrestricted and unencumbered marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government; and (iii) unrestricted and unencumbered domestic and Eurodollar certificates of deposit and time deposits, bankers’ acceptances and floating rate certificates of deposit issued by any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies (fully protected against currency fluctuations), which, at the time of acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by Moody’s; provided that the maturities of such Cash and Cash Equivalents shall not exceed one (1) year from the date of calculation.

“Certificate of Authority” is defined in Section 3.1(b) hereof.

“Change of Control” (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any “Person” or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than thirty-five percent (35%) of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in Borrower (other than a “Person” or “group” that beneficially owns thirty-five percent (35%) or more of such outstanding Equity Interests of Borrower on the Closing Date); (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of Borrower by Persons who were neither (i) nominated by a majority of the board of directors of Borrower nor (ii) appointed by directors so nominated; or (c) the cessation of ownership (directly or indirectly) by Borrower, free and clear of all Liens or other encumbrances (other than Permitted Liens), of 100% of the outstanding voting Equity Interests of its Subsidiaries on a fully diluted basis, except as permitted under Section 5.4 hereof. Notwithstanding the foregoing, a “Change of Control” for purposes of this Agreement shall be determined without taking into account any of Borrower’s shares (x) held by Bradley I. Meier that are redeemed by Borrower or (y) that are acquired by Lender.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Legal Requirement; (b) any change in any Legal Requirement or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

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“Closing Date” means May 23, 2013.

“Commercial Agreements” means the Reinsurance Capacity Reservation and Right of First Refusal Agreement, the Covered Loss Index Swap Agreement and the Right of First Refusal Assignment.

“Competitive Information” means any Information that would give Lender a competitive advantage over other providers to Borrower of insurance or reinsurance products.

“Constituent Instruments” means, with respect to any Person, its: (a) certificate of incorporation and by-laws, if a corporation; (b) certificate of limited partnership and agreement of limited partnership, if a limited partnership; (c) partnership agreement, if general partnership; (d) certificate of formation and operating agreement or comparable agreement, if a limited liability company; or (e) comparable instruments for any other type of entity, including, with respect to a trust, any agreement or instrument creating such trust.

“Control” means (including, with its correlative meanings, “Controlled by”, “Controlled” and “under common Control with”) 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.

“Covered Loss Index Swap Agreement” means the Confirmation of Swap Transaction dated May 23, 2013 between the Borrower and Renaissance Reinsurance, Ltd. and the “Transaction” referred to therein.

“Debtor Relief Laws” means any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, fraudulent conveyance, reorganization, or similar laws affecting the rights, remedies, or recourse of creditors generally, including without limitation the United States Bankruptcy Code and all amendments thereto, as are in effect from time to time during the term of the Term Loan.

“Default Rate” means on any day with respect to the Term Loan, the lesser of (a) two percent (2.50%) per annum, or (b) the Maximum Rate.

“Deutsche Bank” means Deutsche Bank Trust Company Americas (its successors and assigns).

“Deutsche Bank Facility” means the Revolving Loan Agreement, dated as of March 29, 2013, as amended May 23, 2013, between the Borrower and Deutsche Bank (as such agreement may be amended, extended or replaced from time to time).

“Distributions” means distributions, dividends, payments or other distributions of assets, properties, cash, rights, obligations or securities by any Person on account of any of its Equity Interests.

“Dollars” and the sign “$” means lawful currency of the United States of America.

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“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.

“Event of Default” is defined in Section 7.1 hereof.

“Excluded Taxes” means, with respect to Lender or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder: (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by any jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or in which it conducts business; and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower is located.

“FIC” means the Florida Insurance Code, Fla. Stat. § 624.01 (2012), as amended.

“Funded Debt” means, as to any Person, all Indebtedness of such Person for borrowed money or guarantees of such Indebtedness (and with respect to Borrower and its Subsidiaries shall include, without limitation, the Term Loan, the Surplus Note and the Indebtedness under the Deutsche Bank Facility).

“GAAP” means those generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof, and that are consistently applied for all periods, after the date hereof, so as to properly reflect the financial position of Borrower, except that any accounting principle or practice required to be changed by the Financial Accounting Standards Board (or other appropriate board or committee of the said Board) in order to continue as a generally accepted accounting principle or practice may be so changed.

“Guaranty Agreement” is defined in Section 6.1(g) hereof.

“Guarantors” means Universal Risk Advisors, Universal Adjusting Corporation, Universal Inspection Corporation, Blue Atlantic Reinsurance Corporation and any other current or future Material Subsidiary of Borrower.

“Governmental Authority” means any foreign governmental authority, the United States of America, any State of the United States of America, and any subdivision of any of the foregoing, and any agency, department, commission, board, authority or instrumentality, bureau or court wheresoever situated having jurisdiction over Borrower or Lender, or any of their respective businesses, operations, assets, or properties.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

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(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments;

(c) all obligations of such Person to pay the deferred purchase price of property purchased or services rendered (other than trade accounts payable in the ordinary course of business) or to fund capital or make an investment in another Person;

(d) all indebtedness (excluding prepaid interest thereon) secured by a Lien (other than a Permitted Lien) on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(e) all obligations of such Person pursuant to revolving credit agreements or similar arrangements (which obligations shall be deemed to equal the maximum aggregate principal amount of loans that may be made thereunder whether currently outstanding or undrawn and available), including under the Deutsche Bank Facility;

(f) all Capital Leases; and

(g) all obligations of such Person in respect of any of the foregoing, and in respect of any guarantees or contingent or similar obligations in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” is defined in Section 8.5 hereof.

“Information” is defined in Section 8.18 hereof.

“Interest Payment Dates” means the same dates as the principal payment dates.

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

“Legal Requirement” means, collectively, all international, foreign, federal, state and local statutes (including, without limitation, the FIC), treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, court orders, decrees, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

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“Lien” means any lien, mortgage, security interest, tax lien, pledge, encumbrance, or conditional sale or title retention arrangement, or any other interest in property designed to secure the repayment of indebtedness, whether arising by agreement or under common law, any statute or other law, contract, or otherwise.

“Loan Documents” means this Agreement, the Note, the Guaranty Agreements and such other documents, agreements, consents, affidavits or instruments which have been or will be executed in connection with this Agreement or any such other agreement or instrument and any additional documents delivered in connection with this Agreement and the transactions contemplated hereunder, each as same may be amended, supplemented, renewed, extended, replaced, or restated from time to time, together with all attachments thereto. “Loan Documents” herein does not include the Commercial Agreements.

“Loan Parties” means, collectively, Borrower and the Guarantors.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the ability of Borrower to perform its obligations under any Loan Document, including, without limitation, payment of the Obligations in accordance with the terms hereof; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower or any other Person of any Loan Document to which such Person is a party.

“Material Subsidiary” means any non-regulated Subsidiary of the Borrower that either (a) of the end of the most recently completed fiscal year of Borrower for which audited financial statements are available, has assets that exceed 10% of the total consolidated assets of Borrower and all its Subsidiaries as of the last day of such period or (b) for the most recently completed fiscal year of Borrower for which audited financial statements are available, has revenues that exceed 10% of the consolidated revenue of Borrower and all of its Subsidiaries for such period.

“Maturity Date” means the earlier to occur of (i) May 23, 2016, and (ii) the date upon which Lender declares the Obligations due and payable after the occurrence and during the continuance of an Event of Default.

“Maximum Leverage Percentage” means, as of the last day of any fiscal quarter of Borrower, a percentage equal to (a) Funded Debt of Borrower and its Subsidiaries on a consolidated basis as of the last day of such fiscal quarter divided by (b) Shareholders’ Equity of Borrower and its Subsidiaries on a consolidated basis as of the last day of such fiscal quarter.

“Maximum Rate” means, on any day, the highest rate of interest (if any) permitted by applicable law on such day.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

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“Note” is defined in Section 2.3 hereof.

“Obligations” means all present and future Indebtedness of Borrower to Lender hereunder and all renewals and extensions thereof, or any part thereof including, without limitation, the Term Loan, or any part thereof, arising pursuant to this Agreement (including, without limitation, the indemnity provisions hereof) or represented by the Note, and all interest accruing thereon, and Attorney Costs incurred in the enforcement or collection thereof, regardless of whether such Indebtedness is direct, indirect, fixed, contingent, joint, several, or joint and several; together with all Indebtedness, obligations, and liabilities of Borrower to Lender evidenced or arising pursuant to any of the other Loan Documents, and all renewals and extensions thereof, or any part thereof. “Obligations” herein does not include Borrower’s obligations under the Commercial Agreements or any other commercial contract between Borrower or its Affiliates and Lender or its Affiliates.

“OIR” means the Florida Office of Insurance Regulation.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or similar taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, excluding any Excluded Taxes.

“Patriot Act” means Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, Pub. L. No. 107-56 (2001), signed into law on October 26, 2001, as amended.

“Permitted Indebtedness” means (a) Borrower’s Obligations hereunder, (b) any Bank Indebtedness, (c) the Indebtedness of UPCIC under the Surplus Note, (d) any Refinancing Indebtedness and (e) any other Indebtedness approved by Lender in writing.

“Permitted Liens” means (a) Liens for taxes, assessments, levies, fees or other governmental charges either not yet due or being contested in good faith and by appropriate proceedings, so long as such proceedings do not involve any material likelihood of the sale, forfeiture or loss of any assets or interference with the payment by Borrower and receipt and retention by Lender of amounts payable by Borrower to Lender; (b) inchoate materialmen’s, mechanic’s, workmen’s, and repairmen’s Liens arising in the ordinary course of business; and (c) such other Liens that are designated by Lender to Borrower in writing from time to time and acceptable to Lender in its sole discretion.

“Person” means an individual, sole proprietorship, joint venture, association, trust, estate, business trust, corporation, non-profit corporation, limited or general partnership, limited liability company, sovereign government or agency, instrumentality, or political subdivision thereof, or any similar entity or organization.

“Potential Default” means any event, the giving of notice of which or with the lapse of time or both, would become an Event of Default.

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“Principal Obligation” means the aggregate outstanding principal amount of the Term Loan on any date after giving effect to any prepayments or repayments of the Term Loan occurring on such date.

“Refinance” means, in respect of Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” or Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Bank Indebtedness; provided, however, that (a) such Refinancing Indebtedness has a Stated Maturity no earlier than the stated maturity of the Indebtedness being Refinanced and (b) such Refinancing Indebtedness has an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced.

“Register” is defined in Section 2.3 hereof.

“Regulation D,” “Regulation T,” “Regulation U,” and “Regulation X” means Regulation D, T, U, or X, as the case may be, of the Board of Governors of the Federal Reserve System, from time to time in effect, and shall include any successor or other regulation relating to reserve requirements or margin requirements, as the case may be, applicable to member banks of the Federal Reserve System.

“Reinsurance Capacity Reservation Agreement” means the Reinsurance Capacity Reservation and Right of First Refusal Agreement dated May 23, 2013 between the Borrower and Renaissance Reinsurance Ltd.

“Renaissance Reinsurance, Ltd.” means Renaissance Reinsurance, Ltd., a company organized under the laws of Bermuda and an Affiliate of Lender (each of Lender and Renaissance Reinsurance, Ltd. being a wholly owned subsidiary of RenaissanceRe Holdings Ltd.).

“Right of First Refusal Assignment” means the an Assignment of Right of First Refusal and Consent Agreement dated May 23, 2013 between the Borrower, Bradley I. Meier and Lender.

“S&P” means Standard & Poor’s Rating Services, a division of the McGraw & Hill Companies, Inc. and any successor thereto.

“SAP” means the statutory accounting principles prescribed or permitted by the National Association of Insurance Commissioners and the State of Florida, fairly applied.

“SEC” means the U.S. Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

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“Shareholders’ Equity” means the shareholders’ equity of Borrower and its Subsidiaries as calculated in accordance with GAAP and consistent with the calculation in Borrower’s annual report on Form 10-K filed with the SEC for the fiscal year ending December 31, 2012.

“Solvent” as to any Person means that such Person is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code or Section 271 of the Debtor and Creditor Law of the State of New York.

“Subsidiary” means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding shares or other Equity Interests as to have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Borrower including, without limitation, APPCIC and UPCIC.

“Surplus Note” means that certain Insurance Capital Build-Up Incentive Program Surplus Note dated November 9, 2006 made by UPCIC in favor of The State Board of Administration of Florida in the original principal amount of $25,000,000, as amended, restated, reissued, extended or modified from time to time.

“Taxes” means all 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.

“Term Loan” means the term loan made hereunder to Borrower pursuant to Section 2.1 hereof.

“Unencumbered Liquid Assets” means the following assets owned by Borrower which (i) are not the subject of any Lien or other arrangement with any creditor to have its claim satisfied out of the assets (or proceeds thereof) prior to the general creditors of Borrower, and (ii) may be converted to cash within five (5) Business Days: (A) Cash and Cash Equivalents, (B) securities issued, guaranteed or insured by the U.S. or any of its agencies with maturities of not more than one year from the date acquired; (C) certificates of deposit with maturities of not more than one year from the date acquired and issued by a United States federal or state chartered commercial bank of recognized standing, which has capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short-term commercial paper rating of at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s; (D) investments in money market funds registered under the Investment Company Act of 1940, which have net assets of at least $500,000,000 and at least 85% of whose assets consist of securities and other obligations of the type described in clauses (A) through (C) above; (E) marketable and liquid equity and debt securities from companies with long-term senior unsecured indebtedness ratings of at least A- from S&P or A3 from Moody’s, or (F) municipal bonds that are rated A- from S&P or A3 from Moody’s and are either insured or the proceeds of which are escrowed in 100% U.S. government securities. For the purposes of testing the applicable financial covenant in Section 4.9(a) hereof, the Unencumbered Liquid Assets set forth in clauses (E) and (F) above shall be marked to market on the date of the applicable test, or as soon prior to the date of such test as possible.

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“UPCIC” means Universal Property & Casualty Insurance Company, a Florida domestic stock insurance company.

“U.S.” means the United States of America.

Section 1.2 Other Definitional Provisions.

(a) All terms defined in this Agreement shall have the above-defined meanings when used in the Note or any other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement, unless otherwise defined in such other document.

(b) Defined terms used in the singular shall import the plural and vice versa.

(c) The words “hereof,” “herein,” “hereunder,” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.

(d) Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(e) The term “including” is by way of example and not limitation.

(f) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(g) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(h) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.3 Times of Day. Unless otherwise specified in the Loan Documents, time references are to time in New York, New York.

Section 1.4 Currency. All calculations shall be in U.S. Dollars.

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ARTICLE II

TERM LOAN

Section 2.1 Term Loan. Subject to the terms and conditions herein set forth, Lender is on and as of the date hereof loaning TWENTY MILLION DOLLARS ($20,000,000) to the Borrower (the “Term Loan”).

Section 2.2 Interest; Payment of Interest.

(a) Interest Rate; Interest Payment Dates. Subject to the provisions of subparagraph (b) of this Section 2.2, interest shall accrue at a rate of 50 basis points per annum. Interest shall be payable on the Interest Payment Dates. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(b) Default Interest. If any principal of, or interest on, the Term Loan is not paid when due, then (in lieu of the interest rate provided in Section 2.2(a) hereof) such past due principal and interest on the Term Loan shall bear interest at the Default Rate, from the date it was due to, but excluding, the date it is paid. If any other Event of Default hereunder shall occur, then (in lieu of the interest rate provided in Section 2.2(a) hereof) the principal amount of the Term Loan shall bear interest at the Default Rate, from the date of the occurrence of such Event of Default until such Event of Default is cured or is waived.

(c) No Setoff, Deductions, etc. Except as provided in Section 2.4, all payments hereunder shall be made without any deduction, abatement, set-off or counterclaim whatsoever, the rights to which are specifically waived by Borrower.

Section 2.3 Evidence of Indebtedness. The Term Loan will be evidenced by the promissory note in the form attached hereto as Exhibit 2.3 executed by Borrower and payable to the order of Lender or its registered assigns (as amended, restated, extended, replaced or otherwise modified and in effect from time to time, the “Note”). Borrower will record the Term Loan and the repayment (including scheduled interest and principal payments and the respective dates thereof) and prepayment of the Term Loan. The failure by Borrower to record, or any error in so recording, any such amount on Lender’s books and records, such schedule, or any other record maintained by Lender (collectively, the “Register”), shall not limit or otherwise affect the obligation of Borrower to make payments of principal of and interest on the Term Loan as provided herein and in such Note.

Section 2.4 Payment of Principal. The principal amount of the Term Loan shall be paid in three annual installments of $6,000,000 (for the first annual installment), $7,000,000 (for the second annual installment), and $7,000,000 (for the third annual installment), with the first installment due and payable on the first anniversary of the date of this Agreement and the second and third installments due and payable on the second and third anniversaries, respectively, of the date of this Agreement. The entire unpaid principal amount of the Term Loan shall be due and payable by Borrower to Lender on the Maturity Date. Notwithstanding the foregoing or anything else herein to the contrary, if and when the Borrower duly delivers to Lender under the Covered Loss Swap Agreement a proper Covered Event Notice (as such term is defined in the

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Covered Loss Swap Agreement), then as of such date all then outstanding principal due under the Term Loan shall be immediately extinguished and abated, and all outstanding interest on such principal balance shall be payable within ten (10) Business Days immediately thereafter the date of such notice; provided, however that in the event Borrower is required to refund the Floating Payment Amount (as defined in the Covered Loss Swap Agreement) then the extinguished principal amount shall be reinstated with effect from the date of extinguishment and all payments of principal and interest that would have been due but for such extinguishment shall be payable within ten (10) Business Days following such reinstatement. The parties agree to treat such extinguishment and abatement of principal as the equivalent of a negotiated additional notional amount payment in excess of (and not in lieu of) the Notional Amount under the Covered Loss Swap Agreement without increase in the Fixed Amount Installments set forth therein.

Section 2.5 Payments; Voluntary and Mandatory Prepayments.

(a) Payments. All payments by Borrower hereunder shall be made to Lender in Dollars in immediately available funds. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. All payments made on the Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including Attorney Costs) arising under the terms hereof; (b) second, against the amount of interest accrued and unpaid on the Obligations as of the date of such payment; (c) third, against all principal due and owing on the Obligations as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations.

(b) Voluntary Prepayments. Borrower may, upon written notice to Lender, at any time or from time to time, voluntarily prepay the Term Loan in whole or in part without premium or penalty upon two (2) Business Days’ notice to Lender.

Section 2.6 Scope of Recourse. Nothing contained herein or in any other Loan Document shall be deemed to be a release, waiver, discharge or impairment of this Agreement or such other Loan Documents, or shall preclude Lender from seeking to exercise its rights hereunder.

Section 2.7 Use of Proceeds. The proceeds of the Term Loan shall be used by Borrower solely (a) to repurchase and redeem the Equity Interests of Borrower from its equityholders and (b) for working capital and other general corporate purposes. Lender shall have no liability, obligation, or responsibility whatsoever with respect to Borrower’s use of the proceeds of the Term Loan.

Section 2.8 Computation of Interest and Fees. All computations of interest and fees with respect to the Term Loan shall be made by Lender on the basis of a year of 360 days for the actual number of days (including the first day, but excluding the last day) in the period for which such interest is payable.

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Section 2.9 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any Obligation hereunder or under any other Loan Document (including to the extent attributable to original issue discount or imputed interest) shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then: (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.9(a)) Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) Borrower shall make such deductions; and (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes by Borrower. Without limiting the provisions of subparagraph (a) immediately above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by Borrower. Borrower shall indemnify Lender, immediately upon demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (except to the extent such penalties and interest have arisen as a result of Lender’s failure to pay such amounts in a timely manner). A certificate as to the amount of such payment or liability delivered to Borrower by Lender, shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver to Lender 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 Lender.

(e) Certification. On or prior to the date it becomes a party to this Agreement, and from time to time thereafter as required by law or reasonably requested in writing by the Borrower (but only so long as the Lender remains lawfully able to do so), the Lender shall provide the Borrower with such documents and forms as prescribed by the Internal Revenue Service (“IRS”) in order to certify that payments to the Lender are exempt from or entitled to a reduced rate of U.S. federal withholding tax on payments pursuant to this Agreement or any other Loan Document. If the Lender is the beneficial owner of payments made under this Agreement and is claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, the Lender shall provide both (1) IRS Form W-8BEN and (2) a certificate to the effect that such beneficial owner is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. For the avoidance of doubt, if the documents and forms provided by the Lender at the time the Lender first becomes a party to this Agreement indicate a U.S. federal withholding tax rate on payments to the Lender in excess of zero, withholding tax at such rate

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shall be considered excluded from Indemnified Taxes unless and until the Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Indemnified Taxes for periods governed by such form.

(f) Treatment of Certain Refunds. If Lender receives a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Borrower, upon the request of Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Lender in the event Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to Borrower or any other Person.

Section 2.10 Absolute Liability of Borrower. The liability of Borrower shall be absolute and unconditional and without regard to the liability of any other Person.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce Lender to make the Term Loan hereunder, Borrower represents and warrants to Lender that:

Section 3.1 Organization, Power and Authority.

(a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated. Borrower and its Subsidiaries have full power and authority and legal right and all governmental licenses, consents, and approvals necessary to own and operate their respective properties and carry on their respective businesses as now conducted; and are qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, in each case with such exceptions as would not have a material adverse effect on the business, financial condition or operations of Borrower and its Subsidiaries or the ability of Borrower to perform its Obligations hereunder.

(b) Borrower and each Subsidiary, as applicable, possess a license, certificate of authority or other authorization to transact insurance or reinsurance (a “Certificate of Authority”) in each jurisdiction in which Borrower or such Subsidiary is required to possess such Certificate of Authority. All Certificates of Authority are in full force and effect.

Section 3.2 Company Action. Each Loan Party has all necessary or other power and authority to execute, deliver and perform this Agreement and the Loan Documents to which it is a party, and to perform all obligations arising or created under this Agreement and the Loan

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Documents to which it is a party; the execution, delivery and performance by Borrower of this Agreement and the Loan Documents to which it is a party, and all obligations arising or created under this Agreement and the Loan Documents to which it is a party, have been duly authorized by all necessary and appropriate corporate or other action on its part; and this Agreement and the Loan Documents to which it is a party have each been duly and validly executed and delivered by Borrower.

Section 3.3 Legal Right. Each Loan Party has all requisite legal right to execute and deliver this Agreement and the Loan Documents to which it is a party, together with all other documents contemplated herein to be executed by such Loan Party, and to consummate the transactions and perform the Obligations hereunder and thereunder.

Section 3.4 No Conflicts or Consents; Compliance with Legal Requirements.

(a) None of the execution and delivery of this Agreement or the other Loan Documents, the consummation of any of the transactions herein or therein contemplated, or the compliance with the terms and provisions hereof or with the terms and provisions thereof, will contravene or conflict with (i) any provision of any of Borrower’s or any Subsidiary’s Constituent Instruments, (ii) any Legal Requirement to which Borrower or any Subsidiary is subject or any judgment, license, order, or permit applicable to Borrower or any Subsidiary or (iii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Borrower or any Subsidiary is a party or by which Borrower or any Subsidiary may be bound, or to which Borrower or any Subsidiary may be subject. Except for the consent of Deutsche Bank, no consent, approval, authorization or order of, or notice to, any court or Governmental Authority or third party is required in connection with the execution and delivery by Borrower of this Agreement or the Loan Documents applicable to Borrower or any Subsidiary or to consummate the transactions contemplated hereby or thereby.

(b) Neither Borrower nor any Subsidiary is (i) the subject of any investigation, supervision, conservation, rehabilitation, liquidation, receivership, insolvency or other similar proceeding or (ii) operating under any written or oral formal or informal agreement or understanding with the licensing authority of any jurisdiction or other Governmental Authority, in either case, which restricts the conduct of its business, or requires it to take, or to refrain from taking, any action, except that UPCIC is subject to a restriction in North Carolina relating to the premium volume it may write.

(c) Borrower and each Subsidiary has (i) timely paid all guaranty fund assessments that are due and (ii) provided for all such assessments in Borrower’s and such Subsidiary’s financial statements to the extent necessary to be in conformity with SAP.

Section 3.5 Enforceable Obligations. This Agreement and the other Loan Documents to which each Loan Party is a party are the legal, valid and binding obligations of such Loan Party, enforceable in accordance with their respective terms, subject only to Debtor Relief Laws and general principles of equity.

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Section 3.6 Financial Statements.

(a) The financial statements of Borrower dated as of December 31, 2012 (which include a balance sheet and income and expense statement) disclosed in Borrower’s annual report on Form 10-K filed with the SEC for the fiscal year ending December 31, 2012 are true and correct in all material respects, fairly present the financial condition of Borrower and its Subsidiaries as of the date thereof, and no material adverse change has occurred in the financial condition of Borrower and its Subsidiaries since the date thereof.

(b) The annual statutory financial statements of those Subsidiaries of Borrower that are regulated by the OIR that have been filed or submitted with the OIR for the prior three (3) fiscal years were prepared in accordance with SAP.

Section 3.7 No Untrue Statement; Absence of Undisclosed Liabilities.

(a) No Untrue Statement. Neither this Agreement nor any other document, certificate or statement furnished to Lender by any Loan Party, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading or incomplete. No representation or warranty of Borrower contained herein or made hereunder and no report, statement, certificate, schedule or other document furnished or to be furnished by any Loan Party in connection with the transactions contemplated by this Agreement and any Loan Document contains a misstatement of a material fact or omits to state a material fact required to be stated therein in order to make any statements contained therein, in light of the circumstances under which it is made, not misleading.

(b) Absence of Undisclosed Liabilities. Borrower and its Subsidiaries have no liabilities or obligations, either accrued, absolute, contingent or otherwise, other than (i) the Obligations, (ii) the liabilities and obligations set forth in Borrower’s financial statements previously delivered to Lender as described in Section 3.6 hereof, (iii) the liabilities or obligations disclosed by Borrower in any document or disclosure filed by it with the SEC, and (iii) other immaterial liabilities and obligations incurred by Borrower and its Subsidiaries in the ordinary course of business.

Section 3.8 No Litigation. There are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge of Borrower, threatened, against Borrower or any Subsidiary that would reasonably be expected to result in a Material Adverse Effect.

Section 3.9 Taxes. Subject to any right of extension, all federal and material state and local tax returns required to be filed by Borrower or any Subsidiary in any jurisdiction have been filed and all taxes, assessments, fees, and other governmental charges upon Borrower or any Subsidiary or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a Lien thereon. There is no proposed tax assessment against Borrower or any Subsidiary or any basis for such assessment which is material and is not being contested in good faith.

Section 3.10 Chief Executive Office; Records. The chief executive office of Borrower and the place where Borrower keeps its books and records, including recorded data of any kind

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or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been and will continue to be at Borrower’s office at 1110 West Commercial Boulevard, Suite 100, Fort Lauderdale, Florida 33309 (unless Borrower notifies Lender in writing promptly following the date of such change). Borrower’s federal taxpayer’s identification number is 65-0231984.

Section 3.11 Compliance with Legal Requirements.

(a) Borrower and each Subsidiary are in compliance in all material respects with all Legal Requirements which are applicable to Borrower and such Subsidiary or their assets or properties. The transactions described in the Loan Documents shall be pursuant to the provisions of all applicable Legal Requirements and will not conflict with such Legal Requirements.

(b) No Subsidiary is restricted, prohibited or limited in any way from making Distributions to Borrower under its Constituent Instruments or any Legal Requirements applicable to such Subsidiary, other than the limitations set forth in the FIC with respect to the aggregate amount of Distributions permitted in any fiscal year without the prior approval by the OIR and limitations under the applicable state corporation statue in the state in which the Subsidiary is incorporated (or otherwise formed).

Section 3.12 Anti-money Laundering. Neither Borrower nor any Subsidiary is a person (a) whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) who engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (c) on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

Section 3.13 Foreign Trade Regulations. Neither Borrower nor any Subsidiary is (a) a person included within the definition of “designated foreign country” or “national” of a “designated foreign country” in Executive Order No. 8389, as amended, in Executive Order No. 9193, as amended, in the Foreign Assets Control Regulations (31 C.F.R., Chapter V, Part 500, as amended), in the Cuban Assets Control Regulations of the United States Treasury Department (31 C.F.R., Chapter V, Part 515, as amended) or in the Regulations of the Office of Alien Property, Department of Justice (8 C.F.R., Chapter II, Part 507, as amended) or within the meanings of any of the said Orders or Regulations, or of any regulations, interpretations, or rulings issued thereunder, or in violation of said Orders or Regulations or of any regulations, interpretations or rulings issued thereunder; or (b) an entity listed in Section 520.101 of the Foreign Funds Control Regulations (31 C.F.R., Chapter V, Part 520, as amended).

Section 3.14 Solvency. No Loan Party has entered into the transactions hereunder or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and has received reasonably equivalent value in exchange for its obligations hereunder and under the Loan Documents. On the date of the Term Loan and after and giving effect to the Term Loan and the disbursement of the proceeds of the Term Loan pursuant to Borrower’s instructions, Borrower is and will be Solvent.

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Section 3.15 No Setoff. Except as provided in Section 2.4, there exists no right of setoff, deduction or counterclaim on the part of Borrower against Lender or any of Lender’s Affiliates.

Section 3.16 Listing. Borrower’s common stock is listed on the NYSE MKT LLC and satisfies all requirements for the continuation of such listing thereon. Borrower has not received any notice that its common stock will be delisted from the NYSE MKT LLC or that its common stock does not meet all requirements for such listing.

ARTICLE IV

AFFIRMATIVE COVENANTS

So long as any portion of the Term Loan remains outstanding hereunder, and until payment in full of the Obligations under this Agreement and the other Loan Documents, Borrower agrees that, unless Lender shall otherwise consent in writing:

Section 4.1 Financial Statements; Reports and Notices; Access. Borrower covenants and agrees that Borrower and its Subsidiaries (i) shall keep and maintain complete and accurate books and records, and (ii) shall permit Lender and any authorized representatives of Lender to have access to and to inspect and examine (and to take notes with respect to) the books and records, any and all accounts, data and other documents of Borrower and its Subsidiaries at all reasonable times upon the giving of reasonable notice of such intent. Borrower shall also provide to Lender annually such financial statements and evidence of expenses and earnings as are kept by Borrower and its Subsidiaries and other documentation and information of Borrower and its Subsidiaries as Lender may reasonably request. In addition, Borrower shall deliver or make available to Lender the following:

(a) SEC Reports. All annual, regular, special and periodic reports, proxy statements and registration statements, including, without limitation, its annual reports on Form 10-K, its quarterly reports on Form 10-Q and any Form 8-K filings (other than exhibits thereto and any registration statements on Form S-8 or its equivalent) filed by Borrower or any Subsidiary with the SEC or with any national securities exchange, shall be deemed to have been made available to Lender.

(b) Insurance Financial Statements and Reports. Promptly after (i) the filing, submission or delivery thereof, copies of the annual and quarterly reports filed or submitted with the OIR, all of which shall be prepared in accordance with SAP, and (ii) receipt thereof, a copy of any triennial examination relating to Borrower or any Subsidiary issued by any Governmental Authority.

(c) Commencement of Certain Actions. Promptly after the commencement thereof, written notice of any action or proceeding relating to Borrower or any Subsidiary by or before any Governmental Authority (including, without limitation, the OIR or any other insurance authority) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, would have a Material Adverse Effect.

(d) Additional Information. Such other information relating to Borrower and its Subsidiaries, as Lender may from time to time reasonably request, provided that such information is not confidential or constitutes Competitive Information.

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Section 4.2 Insurance.

(a) Borrower shall, and shall cause each Subsidiary to, maintain insurance coverage on its physical assets and against other business risks in such amounts and of such types with such insurers (rated A- or higher by AM Best) as are customarily carried by companies similar in size and nature.

(b) Borrower shall, and shall cause each Subsidiary to, maintain reinsurance programs with no less coverage in the aggregate than in effect on the Closing Date. Attached as Exhibit 4.2(b) is a true and accurate summary of the reinsurance programs of Borrower and its Subsidiaries as of the Closing Date.

Section 4.3 Payment of Taxes. Borrower shall, and shall cause each Subsidiary to, pay and discharge all Taxes imposed upon Borrower and such Subsidiary, upon its income or profits, or upon any property belonging to Borrower and such Subsidiary, before delinquent, if such failure would have a Material Adverse Effect; provided, however, that neither Borrower nor any Subsidiary shall be required to pay any such Tax if and so long as the amount, applicability, or validity thereof shall currently be contested in good faith by appropriate proceedings and appropriate reserves therefore have been established as determined by Borrower in its reasonable discretion.

Section 4.4 Maintenance of Existence and Rights; Ownership.

(a) Borrower shall, and shall cause each Subsidiary to, preserve and maintain its existence as a corporation, limited liability company or limited partnership, as applicable, in its state of organization and all of its privileges and rights in the normal conduct of its business and in accordance with all valid regulations and orders of any Governmental Authority the failure of which would have a Material Adverse Effect.

(b) Borrower shall, and shall cause each Subsidiary to, possess a Certificate of Authority in each jurisdiction in which Borrower and such Subsidiary is required to possess such Certificate of Authority and shall at all times maintain such Certificate of Authority in full force and effect.

(c) Borrower shall, and shall cause each Subsidiary to, (i) timely pay all guaranty fund assessments that are due and (ii) provide for all such assessments in Borrower’s and such Subsidiary’s financial statements to the extent necessary to be in conformity with SAP.

Section 4.5 Notices. Borrower shall provide to Lender as soon as possible, and in any event within three (3) Business Days after the receipt of actual knowledge of the occurrence of a Potential Default or Event of Default, a statement of Borrower setting forth the details of such Potential Default or Event of Default, and the action which Borrower proposes to take with respect thereto. Borrower shall also provide to Lender promptly after it receives actual knowledge of the commencement thereof, notice of (i) any change to Borrower or any

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Subsidiary that would have a Material Adverse Effect, or (ii) any action or proceeding relating to Borrower or any Subsidiary by or before any court, governmental agency or arbitral tribunal as to which, if adversely determined, would result in a Material Adverse Effect. Additionally, Borrower shall immediately notify Lender of any of the following events: (i) any default under any material agreement, contract, or other instrument to which Borrower or any Subsidiary is a party or by which any of Borrower’s or any Subsidiary’s properties are bound and which remains uncured beyond the expiration of the applicable grace period, if any, or any acceleration of the maturity of any Indebtedness owing by Borrower or any Subsidiary in an amount greater than $250,000; (ii) any uninsured claim against or affecting Borrower or any Subsidiary or any of Borrower’s or any Subsidiary’s properties in an amount greater than $250,000; (iii) any notice of issuance by the SEC, any state securities commission or any other Governmental Authority of any stop order or of any order preventing or suspending any offering of any securities of Borrower, or of the suspension of the qualification of the common stock of Borrower for offering or sale in any jurisdiction, or the initiation of any proceeding for any such purpose; (iv) any material notice received by Borrower or any Subsidiary from any Governmental Authority including, without limitation, the OIR or any other insurance authority; (v) the loss of a Certificate of Authority by Borrower or any Subsidiary in any jurisdiction; and (vi) any material change in any reinsurance program maintained by Borrower or any Subsidiary.

Section 4.6 Compliance with Law. Borrower shall, and shall cause each Subsidiary to, comply in all material respects with all Legal Requirements applicable to Borrower and such Subsidiary.

Section 4.7 Authorizations and Approvals. Borrower shall promptly obtain, from time to time at Borrower’s own expense, all such governmental licenses, authorizations, consents, permits and approvals as may be required to enable Borrower to comply in all material respects with Borrower’s Obligations.

Section 4.8 Listing. Borrower shall maintain the listing of its common stock on the NYSE MKT LLC (or other major exchange) and shall comply in all material respects with Borrower’s reporting, filing and other obligations with the SEC.

Section 4.9 Financial Covenants. On the Closing Date, Borrower shall comply with the following financial covenants:

(a) Unencumbered Liquid Assets. On the Closing Date, Borrower shall have on deposit Unencumbered Liquid Assets of not less than Five Million Dollars ($5,000,000).

(b) Shareholders’ Equity. On the Closing Date, Borrower shall have Shareholders’ Equity of not less than One Hundred Twenty Million Dollars ($120,000,000).

(c) Maximum Leverage Percentage. As of March 31, 2013, the Maximum Leverage Percentage of Borrower and its Subsidiaries shall be equal to or less than thirty percent (30%).

Section 4.10 Additional Guarantors. If any Subsidiary of Borrower shall become a Material Subsidiary, Borrower shall, as soon as practicable and in any event within five (5) Business Days after such determination, provide Lender with notice of such new Material

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Subsidiary and will cause such new Material Subsidiary to (a) execute a Guaranty Agreement in the form attached hereto as Exhibit 6.1(g) in favor of Lender and (b) deliver proof of organizational authority, incumbency of officers, opinions of legal counsel and other documents as Lender may request.

ARTICLE V

NEGATIVE COVENANTS

So long as any portion of the Term Loan remains outstanding hereunder, and until payment and performance in full of the Obligations under this Agreement and the other Loan Documents, Borrower agrees that, without the prior express written consent of Lender (or a Bank Lender as provided below) in its sole and absolute discretion:

Section 5.1 Indebtedness. Borrower shall not, nor shall it permit any Subsidiary to, incur any Indebtedness, except for Permitted Indebtedness.

Section 5.2 Liens. Borrower shall not, nor shall it permit any Subsidiary to, create or suffer to exist any Lien, or cause any other Person to create or suffer to exist any Lien, upon any of its assets other than Permitted Liens.

Section 5.3 Restricted Payments. Borrower shall not declare or make any Distributions except that (a) Borrower may make Distributions in order to repurchase and redeem its Equity Interests from its equityholders and (b) Borrower may make any other Distributions to its equityholders so long as no Potential Default or Event of Default has occurred and is continuing at the time of and immediately after making such Distribution.

Section 5.4 Mergers or Dispositions. Borrower shall not, nor shall it permit any Subsidiary to, liquidate, dissolve, terminate or otherwise cease its operations, merge into, or consolidate with, any other Person, or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets to any other Person except that Borrower may liquidate or dissolve any immaterial Subsidiary, or liquidate, dissolve, merge, or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of the assets of any Subsidiary into any other Subsidiary, so long as (a) Borrower provides Lender with written notice of such transaction five (5) Business Days prior thereto, (b) Borrower determines in good faith that such transaction is in the best interests of Borrower and it is not materially disadvantageous to Lender, and (c) no Event of Default or Potential Default has occurred and is continuing both immediately before and after giving effect to such transaction.

Section 5.5 Ownership; Constituent Instruments. Borrower shall not, nor shall it permit any Loan Party to, change the organizational structure of such Loan Party, or change the status of or otherwise materially change, materially amend or materially modify any of the Constituent Instruments of such Loan Party.

Section 5.6 Affiliate Transactions. Borrower shall not, nor shall it permit any Subsidiary to, enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to Borrower or such Subsidiary or

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such Affiliate than would obtain in a comparable arm’s length transaction with a Person not an Affiliate; and, enter into any management, operational or other similar type of contract, agreement or other arrangement in connection with Borrower or such Subsidiary, without the prior written consent of Lender (with such consent not to be unreasonably withheld), or enter into any modification or amendment to any such contract, agreement or other arrangement not approved by Lender (with such approval not to be unreasonably withheld). The foregoing restriction shall not apply, however, to transactions between any wholly owned Subsidiary and Borrower, between any wholly owned Subsidiary and any other wholly owned Subsidiary or between Borrower and Lender.

Section 5.7 Restrictive Agreements. Borrower shall not, nor shall it permit any Subsidiary to, enter into any agreement or instrument that by its terms restricts the payment of Distributions to Borrower, other than the limitations set forth in the FIC with respect to the aggregate amount of Distributions permitted in any fiscal year without the prior approval by the OIR.

Section 5.8 Business Activities. Borrower shall not engage in any business or conduct any activity (including the making of any investment or payment), other than (a) actions incidental to it being the holding company of its Subsidiaries, (b) the making of Distributions to its equityholders as permitted under Section 5.3 hereof, (c) the performance of its obligations under the Loan Documents, (d) transactions between or among Borrower and its Subsidiaries, and (e) the performance of ministerial activities and the payment of taxes and administrative fees.

ARTICLE VI

CONDITIONS PRECEDENT TO LOAN

Section 6.1 Conditions to Obligations of Lender. The obligation of Lender to make the Term Loan hereunder on the Closing Date is subject to the satisfaction of the following conditions precedent on or before the Closing Date:

(a) Agreement. Lender shall have received this Agreement duly executed and delivered by Borrower.

(b) Deutsche Bank Consent. Deutsche Bank shall have consented to this Agreement.

(c) Note. Lender shall have received the Note, drawn to the order of Lender, duly executed and delivered by Borrower.

(d) Opinions. Lender shall have received the legal opinions of (i) K&L Gates LLP, counsel to Borrower and (ii) Radey Thomas Yon & Clark, P.A., insurance regulatory counsel to Borrower, each in form and substance satisfactory to Lender.

(e) Performance and Compliance. Each Loan Party shall have performed and complied with all agreements and conditions in this Agreement and the Loan Documents which are required to be performed or complied with by such Loan Party on or prior to the Closing Date.

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(f) Insurance Financial Statements; Reports. Lender shall have received (i) Borrower’s annual statutory financial statements filed with the OIR for the prior three (3) fiscal years and (ii) the most recent triennial examination relating to Borrower or any Subsidiary issued by any Governmental Authority.

(g) Guaranty Agreements. Lender shall have received a Guaranty Agreement in the form of Exhibit 6.1(g) hereto (each, a “Guaranty Agreement”), duly executed and delivered by Guarantor.

(h) Covered Loss Index Swap Agreement. Lender shall have received the Covered Loss Index Swap Agreement duly executed and delivered by Borrower.

(i) Reinsurance Capacity Reservation Agreement. Lender shall have received the Reinsurance Capacity Reservation Agreement duly executed and delivered by Borrower.

(j) Right of First Refusal Assignment. Lender shall have received the Right of First Refusal Assignment duly executed and delivered by Borrower and Bradley I. Meier.

(k) Other Approvals and Documents. Lender shall have received such other approvals, certificates, instruments and documents as it may have reasonably requested from Borrower.

Section 6.2 Conditions to Obligations of Borrower. The obligation of Borrower to enter into this Agreement on the Closing Date is subject to the satisfaction of the following conditions precedent on or before the Closing Date:

(a) Covered Loss Index Swap Agreement. Borrower shall have received the Covered Loss Index Swap Agreement duly executed and delivered by Renaissance Reinsurance Ltd.

(b) Reinsurance Capacity Reservation Agreement. Borrower shall have received the Reinsurance Capacity Reservation Agreement duly executed and delivered by Renaissance Reinsurance Ltd.

(c) Right of First Refusal Assignment. Borrower shall have received the Right of First Refusal Assignment duly executed and delivered by Lender and Bradley I. Meier.

(d) Other Approvals and Documents. Borrower shall have received such other approvals, certificates, instruments and documents as it may have reasonably requested from Lender.

(e) W-8. Borrower shall have received a completed U.S. IRS Form W-8 from Lender.

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ARTICLE VII

EVENTS OF DEFAULT; REMEDIES

Section 7.1 Events of Default. An Event of Default shall exist if any one or more of the following events (herein collectively called “Events of Default”) shall occur and be continuing (unless waived by Lender):

(a) Failure to Pay. Borrower shall fail to pay when due: (i) any principal of the Obligations; or (ii) any fee, interest on the Obligations, expense, or other payment required hereunder;

(b) Failure to Perform Certain Acts. Borrower shall fail to perform or observe in any material respect any of the terms, covenants, conditions or provisions of Articles IV and V hereof, and, if capable of being rectified or cured, such failure shall not be rectified or cured to Lender’s satisfaction within thirty (30) days after written notice thereof by Lender to Borrower;

(c) Failure to Perform Generally. Borrower shall fail to perform or observe in any material respect any other covenant, agreement or provision to be performed or observed under this Agreement or any other Loan Document applicable to it, and such failure shall not be rectified or cured to Lender’s satisfaction within thirty (30) days after written notice thereof by Lender to Borrower;

(d) Misrepresentation. Any representation or warranty of Borrower in any Loan Document or any amendment to any thereof shall prove to have been false or misleading in any material respect at the time made or intended to be effective;

(e) Cross-Defaults, etc. Borrower or any Subsidiary shall (i) default in any payment of Indebtedness to Lender (excluding any such payment which is specifically governed by subparagraph (a) above of this Section 7.1), or any payment of Indebtedness in excess of $250,000 payable to any other Person (including, without limitation, the Surplus Note or under the Deutsche Bank Facility) beyond any period of grace or forbearance provided with respect thereto; or (ii) default in the performance of any other agreement, term or condition contained in any agreement under which any Indebtedness to Lender or any Affiliate of Lender in excess of $250,000 payable to any other Person (including, without limitation, the Surplus Note) is created beyond any period of grace or forbearance provided with respect thereto if the effect of such default is to cause, or to permit the holder or holders of such Indebtedness (or any representative on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity (unless such default shall be expressly waived by the holder or holders of such Indebtedness or an authorized representative on their behalf) or any demand is made for payment of any Indebtedness to Lender any Affiliate of Lender or any other Person which is due on demand and such demand is not honored within the time period required;

(f) Bankruptcy, etc. Borrower or any Guarantor or regulated Subsidiary shall: (A)(i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor, or liquidator of itself or of all or a substantial part of its assets; (ii) file a voluntary petition in bankruptcy or admit in writing that it is unable to pay its Indebtedness as it becomes due; (iii) make a general assignment for the benefit of creditors; (iv) file a petition or answer seeking

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reorganization or an arrangement with creditors or to take advantage of any Debtor Relief Laws; (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; or (vi) take any other action for the purpose of effecting any of the foregoing; and/or (B) an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Borrower or any Subsidiary or appointing a receiver, custodian, trustee, intervenor, or liquidator of Borrower or any Subsidiary, or of all or substantially all of its assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days;

(g) Judgments. Except for judgments or orders against regulated Subsidiaries in the defense of insurance claims in the ordinary course of business, a final judgment or order for the payment of money in excess of $250,000 which shall not be fully covered by insurance shall be rendered against Borrower or any Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect for any period of sixty (60) consecutive days and which judgment shall have a Material Adverse Effect in Lender’s reasonable opinion;

(h) Repudiation in General, etc. This Agreement or any other Loan Document shall, at any time after their respective execution and delivery and for any reason whatsoever, cease to be in full force and effect or shall be declared to be null and void (other than by any action on behalf of Lender), or the validity or enforceability thereof shall be contested by Borrower; or Borrower shall improperly deny that it has any further liability or obligation under this Agreement or any of the other Loan Documents;

(i) Assignments. If Borrower attempts to assign its rights and obligations under this Agreement or any of the other Loan Documents applicable to it or any interest herein or therein;

(j) Material Adverse Effect. There shall occur a material adverse change in the condition (financial or otherwise) of Borrower or any Subsidiary or any other event which, in the sole and reasonable discretion of Lender, is deemed likely to result in a Material Adverse Effect;

(k) Execution and Attachment. A writ of execution or attachment or any similar process shall be issued or levied against all or any part of or interest in any of the properties or assets of Borrower or any Subsidiary which shall have a Material Adverse Effect, or any judgment involving monetary damages shall be entered against Borrower or any Subsidiary which shall become a Lien on its properties or assets or any portion thereof or interest therein, which shall have a Material Adverse Effect, and such execution, attachment or similar process is not released, bonded, satisfied, vacated or stayed within thirty (30) days after its entry or levy;

(l) Seizure. Seizure or foreclosure of any of the properties or assets of Borrower or any Subsidiary pursuant to process of law or by respect of legal self-help, and which shall have a Material Adverse Effect, unless said seizure or foreclosure is stayed or bonded in full within sixty (60) days after the occurrence of same;

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(m) Change of Control. A Change of Control shall occur;

(n) Distributions. The Subsidiaries shall be restricted, prohibited or limited from making Distributions to Borrower for any reason (including, without limitation, as a result of a Change in Law, an amendment to such Subsidiary’s Constituent Instruments or the inability of such Subsidiary to satisfy any Legal Requirement for the making of such Distribution) in an aggregate amount that, together with Borrower’s funds, would be necessary to make the interest payments required hereunder or otherwise satisfy the Obligations hereunder as they become due;

(o) Certificates of Authority. Any action or proceeding shall be instituted by the OIR or any other Governmental Authority against Borrower or any Subsidiary to revoke any Certificate of Authority issued by such Governmental Authority to Borrower or such Subsidiary; or any loss or revocation by Borrower or any Subsidiary of any Certificate of Authority in any jurisdiction that Borrower or such Subsidiary operate; or

(p) Financial Stability Rating. Any downgrade of the financial stability rating of APPCIC or UPCIC by Demotech, Inc. below an “A” rating.

Notwithstanding the foregoing, the event and resulting consequences giving rise to the delivery by Borrower to Lender of a Covered Event Notice (as such term is defined in the Covered Loss Swap Agreement) shall not directly or indirectly be deemed to be an Event of Default under this Agreement.

Section 7.2 Remedies.

(a) General. If an Event of Default shall have occurred and be continuing, then Lender may at any time thereafter: (i) demand payment and declare the principal of, and all interest then accrued on, the Obligations to be forthwith due and payable, whereupon the same shall forthwith become due and payable with interest, advances, out-of-pocket costs and Attorney Costs (including those for appellate proceedings), without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all of which Borrower hereby expressly waives, anything contained herein or in any other Loan Document to the contrary notwithstanding; and/or (ii) exercise any right, privilege, or power set forth herein and in any Loan Document; and/or (iii) pursue and enforce any of Lender’s rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any Legal Requirement or agreement.

(b) Certain Further Rights. If an Event of Default shall occur and be continuing, Lender may exercise in addition to all other rights and remedies granted to it in this Agreement (including, without limitation, the right of set-off) and in any other instrument or agreement securing, evidencing or relating to Borrower’s Obligations, all rights and remedies under any applicable law.

(c) Lender; Cumulative Rights. Upon the occurrence and continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies

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available to Lender against Borrower under any of the other Loan Documents executed and delivered by, or applicable to, any of them, as the case may be, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Term Loan shall be declared due and payable. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein, or by statutes or in the other Loan Documents. It is the intention of the parties hereto that no right or remedy hereunder is exclusive of any other right or remedy or remedies, and that each and every such right or remedy shall be in addition to any other right or remedy given hereunder, under the Loan Documents or now or hereafter existing at law or in equity or by statute. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing, all rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies and all Obligations hereunder have been paid in full.

(d) Crediting of Monies Recovered. Any amounts recovered from Borrower or any Guarantor after an Event of Default shall be applied by Lender toward the payment of any interest and/or principal of the Obligations and/or any other amounts due under the Loan Documents in such order, priority and proportions as are set forth in Section 2.5(a).

(e) No Duty to Mitigate Damages. Other than in respect of its own gross negligence or willful misconduct, Lender shall not be required to do any act whatsoever or exercise any diligence whatsoever to mitigate any damages if any Event of Default shall occur and be continuing hereunder.

(f) No Additional Waiver Implied by One Waiver. In the event any agreement, warranty, representation or covenant contained in this Agreement or any Loan Document applicable to it shall be breached by Borrower and thereafter waived by Lender, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. The failure or delay of Lender to require performance by Borrower of any provision of this Agreement or any other Loan Document shall not affect its right to require performance of such provision unless and until such performance has been waived in writing by Lender in accordance with the terms hereof.

(g) IMMEDIATE DEMAND FOR PAYMENT. Notwithstanding anything to the contrary contained herein, in the event that any Event of Default under Section 7.1(f) shall have occurred, the principal of, and all interest on, the Obligations shall thereupon become due and payable concurrently therewith, without any further action by Lender, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which Borrower hereby expressly waives.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Amendments. Neither this Agreement nor any other Loan Document, nor any of the terms hereof or thereof, may be amended, waived, discharged or terminated, unless such amendment, waiver, discharge, or termination is in writing and signed by Lender, on the one hand, and Borrower on the other hand.

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Section 8.2 Setoff. Except as provided in Section 2.4, neither Borrower nor Lender shall have the right to setoff any obligations due under this Agreement or any other Loan Document against the Commercial Agreements or any other commercial contracts between Borrower and Lender.

Section 8.3 Waiver. No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any other right. The rights of Lender hereunder and under the Loan Documents shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Agreement, the Note or any of the other Loan Documents, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. Subject to the terms of the Loan Documents, Lender (pursuant to the terms hereof) and Borrower may from time to time enter into agreements amending or changing any provision of this Agreement or the rights of Lender or Borrower hereunder, or may grant waivers or consents to a departure from the due performance of the Obligations of Borrower hereunder.

Section 8.4 Payment of Expenses. Borrower and Lender shall pay their own respective costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement, the other Loan Documents and the Commercial Agreements. Borrower agrees to pay or reimburse Lender for all reasonable costs and expenses (except for Attorney Costs incurred if Borrower shall prevail in a finally adjudicated litigation) incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, and fees and taxes related thereto, and other out-of-pocket expenses incurred by Lender and the cost of independent public accountants and other outside experts retained by Lender, in each case at such times as are reasonable. All amounts due under this Section 8.4 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the repayment of all Obligations.

Section 8.5 Indemnification by Borrower. Borrower agrees to indemnify, save and hold harmless Lender and its respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations) be asserted or imposed against any Indemnitee, arising out of or relating to, the Loan Documents (except to the extent that they relate to the Commercial Agreements or any other commercial agreements among such parties), the Term Loan, the use or contemplated use of the proceeds of the Term Loan; (ii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action

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or cause of action described in clause (i) above, other than by OIR; and (iii) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including, without limitation, Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding; provided that no Indemnitee shall be entitled to indemnification for any claim caused by its own gross negligence, bad faith or willful misconduct or for any loss asserted against it by another Indemnitee, or for any claim caused by Lender’s breach of its obligations under the Loan Documents (and in such event only if Borrower shall prevail in any such finally adjudicated litigation) or for any matter concerning the Commercial Agreements or any other commercial agreements among such parties. No Indemnitee shall have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 8.5 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 8.5 shall survive the repayment of all Obligations.

Section 8.6 Notice.

(a) Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing (except where telephonic instructions or notices are expressly authorized herein to be given) and shall be deemed to be effective: (a) if by hand delivery, telecopy or other facsimile transmission, on the day and at the time on which delivered to such party at the address or fax numbers specified below, and if such day is not a Business Day, delivery shall be deemed to have been made on the next succeeding Business Day; (b) if by mail, on the day on which it is received by the receiving party after being deposited, postage prepaid, in the United States registered or certified mail, return receipt requested, addressed to such party at the address specified below; or (c) if by Federal Express or other reputable express mail service, on the next Business Day following the delivery to such express mail service, addressed to such party at the address set forth below; or (d) if by telephone, on the day and at the time reciprocal communication (i.e., direct communication between two or more persons, which shall not include voice mail messages) with one of the individuals named below occurs during a call to the telephone number or numbers indicated for such party below:

(i) If to Borrower, at:

Universal Insurance Holdings, Inc. 1110 West Commercial Boulevard, Suite 100 Fort Lauderdale, Florida 33309
Attention:	Steve Donaghy
Telephone:	(954) 958-1200
Fax:	(954) 958-1201

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(ii) If to Lender, at:

RenaissanceRe Ventures Ltd. Renaissance House 12 Crow Lane Pembroke HM19 Bermuda
Attention:	President
Telephone:	(441) 295-4513
Fax:	(441) 296-0062

(b) Any party may change its address for purposes of this Agreement by giving notice of such change to the other parties pursuant to this Section 8.6. When determining the prior days’ notice required for any notice to be provided by Borrower, the day the notice is delivered to Lender shall not be counted, but the day of relevant action shall be counted. All communications shall be in the English language.

Section 8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).

Section 8.8 Waiver of Trial by Jury; No Marshalling of Assets. BORROWER AND LENDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND BORROWER AND LENDER HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Furthermore, Borrower hereby waives any defense or claim based on marshalling of assets or election of remedies or guaranties.

Section 8.9 Submission To Jurisdiction; Waivers. Borrower hereby submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which Borrower is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York in New York County, the courts of the United States for the Southern District of New York, and appellate courts from any thereof. Borrower consents that any such action or proceeding may be brought in such courts and Borrower waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same.

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Section 8.10 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, unless such continued effectiveness of this Agreement, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein. If any provision of this Agreement shall conflict with or be inconsistent with any provision of any of the other Loan Documents, then the terms, conditions and provisions of this Agreement shall prevail.

Section 8.11 Entirety. The Loan Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof and thereof.

Section 8.12 Successors and Assigns. 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, except that Borrower not may assign or otherwise transfer any of Borrower’s rights or Obligations hereunder without the prior written consent of Lender and Lender may not assign or otherwise transfer any of its rights or obligations hereunder. 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, and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 8.13 Maximum Interest, No Usury. Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law: (a) characterize any non-principal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate.

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Section 8.14 Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Agreement.

Section 8.15 Patriot Act Notice. Lender hereby notifies Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Patriot Act.

Section 8.16 Multiple Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.

Section 8.17 Credit Verification Reports. Borrower acknowledges and agrees that Lender shall have the right to obtain, and will obtain, credit reports regarding Borrower, from various credit agencies (the “Credit Reports”), in connection with its due diligence (i) in entering into the transactions contemplated by this Agreement and the Loan Documents, and (ii) on an on-going basis during the term hereof. Borrower authorizes and permits Lender to undertake, in Lender’s reasonable judgment, such due diligence and obtain any such Credit Reports. Such Credit Reports shall be obtained at Lender’s expense.

Section 8.18 Confidentiality. Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed: (a) to its and its Affiliates’ respective partners, directors, officers, employees, representatives, advisors 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 (and, in respect thereof, Lender shall use its reasonable efforts to so notify Borrower of any such request within ten (10) days of receipt by Lender of such request, it being understood and agreed that the failure by Lender to so notify Borrower shall not constitute a breach by Lender hereunder); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (and, in respect thereof, Lender shall use its reasonable efforts to so notify Borrower of its receipt of a subpoena or other similar legal notice within ten (10) days of such receipt by Lender, it being understood and agreed that the failure by Lender to so notify Borrower shall not constitute a breach by Lender hereunder); (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (e) with the consent of Borrower; or (f) to the extent such Information: (x) becomes publicly available other than as a result of a breach of this Section 8.18 or (y) becomes available to Lender on a nonconfidential basis from a source other than Borrower. For the purposes of this Section 8.18, “Information” means all information received from Borrower, the Subsidiaries and their respective businesses, other than any such information that is available to Lender on a nonconfidential basis prior to disclosure by such Person. Notwithstanding anything else herein to the contrary, Lender shall not be entitled to have access to any Competitive Information. Any Person required to maintain the confidentiality of Information as provided in this Section 8.18 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. Borrower agrees to provide Lender with a copy of the Current Report on Form 8-K it intends to file in respect of this Agreement prior to filing.

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Section 8.19 Construction; Conflict with Other Loan Documents. Borrower acknowledges that it and its counsel have reviewed and revised the Agreement and the Loan Documents, and that the normal rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any other Loan Document or any amendments or exhibits thereto. To the extent the terms of this Agreement conflict with the terms of any other Loan Document to which Borrower is a party, the terms hereof shall govern, provided that, nothing herein shall limit the terms of any other Loan Document to the extent such terms are more detailed than the terms hereof or otherwise add additional provisions which are not expressly set forth otherwise herein.

Section 8.20 Further Assurances. Lender and Borrower shall, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of or facilitating the performance of this Agreement and the other Loan Documents or any other documents, agreements, certificates and instruments to which Borrower is a party or by which Borrower is bound in connection with this Agreement.

[Remainder of Page Intentionally Left Blank.

Signature Page Follows.]

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

BORROWER:
UNIVERSAL INSURANCE HOLDINGS, INC.
By:	/s/ Sean P. Downes
	Name:	Sean P. Downes
	Title:	President and Chief Executive Officer
LENDER:
RENAISSANCERE VENTURES LTD.
By:	/s/ Michael Doak
	Name:	Michael Doak
	Title:	SVP

STATE OF     Florida	)
	)	SS.:
COUNTY OF   Broward	)

On the 23rd day of May 2013, before me, the undersigned, a notary public in and for said state, personally appeared   Sean Downes  , the   CEO     of Universal Insurance Holdings, Inc., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Beth Wallace

Notary Public

EX-10.2

Exhibit 10.2

TERM NOTE

US $20,000,000 May 23, 2013

1. FOR VALUE RECEIVED, Universal Insurance Holdings, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of RenaissanceRe Ventures Ltd., a Bermuda exempted company, or its registered assignee (the “Holder”) the principal sum of TWENTY MILLION DOLLARS ($20,000,000), or, if less, the unpaid principal amount of the Term Loan, together with accrued interest thereon, in lawful money of the United States of America. Interest and principal shall be payable at such address or by wire transfer to such account as the Holder shall specify by written notice or in the absence of such notice at the address set forth for Holder in the Note Register (as defined in Section 7 hereof). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Loan Agreement (as defined below).

2. The unpaid principal amount of this note (as same may be amended, supplemented, renewed, extended, replaced, or restated from time to time, this “Note”) shall be payable in three annual installments of $6,000,000 (for the first annual installment), $7,000,000 (for the second annual installment), and $7,000,000 (for the third annual installment), with the first installment due and payable on the first anniversary of the date of this Note and the second and third installments due and payable on the second and third anniversaries, respectively, of the date of this Note. The entire unpaid principal amount of the Term Loan shall be due and payable by Borrower to Holder on the Maturity Date. Notwithstanding the foregoing or anything else herein to the contrary, if and when the Borrower duly delivers to Holder under the Covered Loss Swap Agreement a proper Covered Event Notice (as such term is defined in the Covered Loss Swap Agreement), then as of such date all then outstanding principal due under the Term Loan shall be immediately extinguished and abated, and all outstanding interest on such principal balance shall be payable within ten (10) Business Days immediately thereafter the date of such notice; provided, however that in the event Borrower is required to refund the Floating Payment Amount (as defined in the Covered Loss Swap Agreement) then the extinguished principal amount shall be reinstated with effect from the date of extinguishment and all payments of principal and interest that would have been due but for such extinguishment shall be payable within ten (10) Business Days following such reinstatement.

3. The unpaid principal amount of this Note shall bear interest from the date of borrowing until the Maturity Date in accordance with Section 2.2 and Section 8.13 of the Loan Agreement. Interest on this Note shall be payable in accordance with Section 2.2, Section 2.8 and Section 8.13 of the Loan Agreement.

4. This Note has been executed and delivered pursuant to that certain Term Loan Agreement (the “Loan Agreement”), dated as of the date hereof, by and between Holder and Borrower, and is the “Note” referred to therein. This Note evidences the Term Loan made under the Loan Agreement, and the holder of this Note shall be entitled to the benefits provided in the Loan Agreement. Reference is hereby made to the Loan Agreement for a statement of: (a) the prepayment rights and obligations of Borrower; and (b) the rights of Holder to accelerate the payments hereunder upon the occurrence of an Event of Default or otherwise.

5. If this Note, or any installment or payment due hereunder, is not paid when due or if it is collected through a bankruptcy, probate or other court, Borrower agrees to pay all reasonable out of pocket costs of collection, including, but not limited to, Attorney Costs incurred by the holder hereof and costs of appeal, in each case, solely as provided in the Loan Agreement. All past due principal of, and, to the extent permitted by applicable law, past due interest on, this Note shall bear interest until paid at the Default Rate as provided in the Loan Agreement.

6. Borrower and all sureties, endorsers, guarantors and other parties ever liable for payment of any sums payable pursuant to the terms of this Note, jointly and severally waive demand, presentment for payment, protest, notice of protest, notice of acceleration, notice of intent to accelerate, diligence in collection, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payment, or any releases or substitutions of any security, or any delay, indulgence, or other act of any trustee or any holder hereof.

7. Borrower shall cause to be kept at its principal executive office a register (the “Note Register”) in which Borrower shall provide for the registration of this Note, the repurchase and prepayment of all or any portion of this Note, and the transfer of this Note or any interest in this Note. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Borrower is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of this Note to the Note Registrar, Borrower shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Note. This Note may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of this Note at the principal executive office of Borrower. All Notes so issued upon any registration of transfer or exchange of this Note shall be the valid obligations of Borrower, evidencing the same debt, and entitled to the same benefits, as the Note or Notes surrendered upon such registration of transfer or exchange. No service charge shall be made to Holder for any registration of, transfer or exchange or repurchase of this Note or any interest therein.

8. This Note shall be governed by and construed in accordance with the laws of the State of New York Section 8.8 and Section 8.9 of the Loan Agreement are incorporated herein by reference.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGE FOLLOWS.]

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IN WITNESS WHEREOF, Borrower has executed this instrument as of the date set forth above.

BORROWER: UNIVERSAL INSURANCE HOLDINGS, INC.
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: President and Chief Executive Officer

STATE OF Florida	)
	) SS.:
COUNTY OF Broward	)

On the 23rd day of May 2013, before me, the undersigned, a notary public in and for said state, personally appeared Sean Downes, the CEO of Universal Insurance Holdings, Inc., personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

/s/ Beth Wallace

Notary Public

EX-10.3

Exhibit 10.3

SHARING AGREEMENT

SHARING AGREEMENT (this “Agreement”) dated as of May 23, 2013, by and between DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”) and RENAISSANCERE VENTURES LTD. (“RenRe”).

BACKGROUND

WHEREAS, Universal Insurance Holdings, Inc., a Delaware corporation (“Borrower”), and DB are parties to a Revolving Loan Agreement dated as of March 29, 2013 (as amended, modified, supplemented and restated from time to time, the “DB Loan Agreement”) pursuant to which DB may from time to time make revolving loans to Borrower (the “Revolving Loans”);

WHEREAS, the obligations of Borrower to DB are guaranteed by Universal Risk Advisors, Inc., Universal Acquisition Corporation, Universal Inspection Corporation, Blue Atlantic Reinsurance Corporation and each other Material Subsidiary (each a “Guarantor” and collectively “Guarantors”);

WHEREAS, Borrower and RenRe are parties to a Term Loan Agreement dated as of the date hereof (as amended, modified supplemented and restated from time to time, the “RenRe Loan Agreement”) pursuant to which RenRe made a term loan to Borrower (the “Term Loan”);

WHEREAS, the obligations of Borrower to RenRe are guaranteed by the Guarantors; and

WHEREAS, DB and RenRe desire to set forth their agreement with respect to the sharing of payments received from Borrower under certain circumstances.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Section 1. Definitions.

1.1 General Terms. As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and the plural forms of the terms defined:

“Bankruptcy Code” means the provisions of Chapter 11 of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder.

“DB Documents” means the DB Loan Agreement, all Loan Documents (as such term is defined in the DB Loan Agreement) and all other agreements, documents and instruments at any time executed and/or delivered by Borrower, any Guarantor or any other Person with, to or in favor of DB in connection therewith or related thereto, in each case, as amended, amended and restated, supplemented, modified, replaced, substituted or renewed from time to time in accordance with the terms of this Agreement.

“DB Obligations” means the Revolving Loans and all other obligations, liabilities and indebtedness of every kind, nature and description owing by one or more of Borrower or any Guarantor to DB evidenced by or arising under one or more of the DB Documents, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and reasonable expenses, however evidenced, and whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the DB Loan Agreement and whether arising before, during or after the commencement of any Insolvency Proceeding with respect to Borrower or any Guarantor (and including the payment of any principal, interest, fees, cost, expenses and other amounts (including default rate interest) which would accrue and become due but for the commencement of such Insolvency Proceeding whether or not such amounts are allowed or allowable in whole or in part in any such Insolvency Proceeding).

“Disposition” means any sale, lease, exchange, transfer or other disposition, and “Dispose” and “Disposed of” shall have correlative meanings.

“Distribution” means (a) any payment or distribution by any Person of cash, securities or other property, by setoff or otherwise, on account of any of the Loan Documents or the Loans or (b) any redemption, purchase or other acquisition of any of the Loan Documents by any Person. For the avoidance of doubt, any payment made pursuant to a RenRe Commercial Agreement shall not be deemed a Distribution hereunder.

“Enforcement Action” means (a) any action by any party to this Agreement to foreclose on any Lien of such party in any collateral securing any property or assets of Borrower or any Guarantor, (b) any action by any party to this Agreement to take possession of, or sell or otherwise realize upon, or to exercise any other rights or remedies with respect to, any property or assets of Borrower or any Guarantor, with respect to any of the Loan Documents, (c) the taking of any other actions by any party to this Agreement against any property or asset of Borrower or any Guarantor including the taking of control or possession of, or the exercise of any right of setoff with respect to, any such property or assets and/or (d) the commencement by any party to this Agreement of any legal proceedings or actions against or with respect to Borrower or any Guarantor or any of Borrower’s or any Guarantor’s property or assets.

“Insolvency Proceeding” means, as to the Person, any of the following: (a) any case or proceeding with respect to such Person under the Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization or other law affecting creditor’s rights or any other or similar proceedings seeking any stay, reorganization, arrangement, composition or readjustment of the obligations and indebtedness of such Person, (b) any proceeding seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to such Person or any of its assets, (c) any proceeding for liquidation, dissolution or other winding up of the business of such Person or (d) any assignment for the benefit of creditors or any marshalling of assets of such Person.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential

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arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention arrangement, the interest of a lessor under a capital lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“Liquidation” means the sale of the property or assets of a Person other than in the ordinary course of business.

“Loan Documents” means collectively, the DB Documents and the RenRe Documents.

“Loans” means collectively the Revolving Loans and the Term Loan.

“Person” means any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“RenRe Commercial Agreements” means the “Commercial Agreements” as such term is defined in the RenRe Loan Agreement and any other ordinary course commercial agreements between the Borrower and/or its Subsidiaries, on one hand and RenRe and/or its Affiliates, on the other hand; provided, however, notwithstanding the definition of “Commercial Agreements” in the RenRe Loan Agreement, “RenRe Commercial Agreements” shall not, in any event, include any agreements, documents and instruments at any time executed and/or delivered by Borrower or any Guarantor in favor of RenRe and/or its Affiliates that evidence indebtedness for borrowed money and guaranties thereof.

“RenRe Documents” means the RenRe Loan Agreement, all Loan Documents (as such term is defined in the RenRe Loan Agreement) and all other agreements, documents and instruments at any time executed and/or delivered by Borrower, any Guarantor or any other Person with, to or in favor of RenRe in connection therewith or related thereto, in each case, as amended, amended and restated, supplemented, modified, replaced, substituted or renewed from time to time in accordance with the terms of this Agreement. For the avoidance of doubt, the RenRe Documents shall not include the RenRe Commercial Agreements.

“RenRe Obligations” means the Term Loan and all other obligations, liabilities and indebtedness of every kind, nature and description owing by one or more of Borrower or any Guarantor to RenRe evidenced by or arising under one or more of the RenRe Documents, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and reasonable expenses, however evidenced, and whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the RenRe Loan Agreement and whether arising before, during or after the commencement of any Insolvency Proceeding with respect to Borrower or any Guarantor (and including the payment of any principal, interest, fees, cost, expenses and other amounts (including default rate interest) which would accrue and become due but for the commencement of such Insolvency Proceeding whether or not such amounts are allowed or allowable in whole or in part in any such Insolvency Proceeding). For the avoidance of doubt, the RenRe Obligations shall not include any obligations or liabilities of Borrower or any Guarantor under any RenRe Commercial Agreement.

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1.2 Capitalized Terms. Capitalized terms used herein which are not defined in this Agreement shall have the meanings given to them in the DB Loan Agreement and the RenRe Loan Agreement.

1.3 Certain Matters of Construction. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement and section references are to this Agreement unless otherwise specified. For purposes of this Agreement, the following additional rules of construction shall apply: (a) wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter, (b) the term “including” shall not be limiting or exclusive, unless specifically indicated to the contrary, (c) all references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations and (d) unless otherwise specified, all references to any instruments or agreements, including references to any of this Agreement and the Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof, in each case, made in accordance with the terms hereof.

Section 2. Sharing Arrangement. Notwithstanding anything to the contrary contained in the Loan Documents, in the event of an Enforcement Action, an Insolvency Proceeding or Liquidation with respect to Borrower or any Guarantor, all Distributions received by any party to this Agreement in connection with any of the Loan Documents, including with respect to the exercise of any right of remedy from the collection or other Disposition of, or realization on any property or assets of Borrower or any Guarantor or any collateral for any of the Loan Documents, shall be applied as follows: (i) first, to the payment of all reasonable out-of-pocket costs and expenses, including attorneys’ fees (of internal and/or outside counsel), relating to such Liquidation, Insolvency Proceeding or Enforcement Action incurred by the party initiating and conducting such disposition or realization; (ii) second, fifty percent (50%) to the DB Obligations and fifty percent (50%) to the RenRe Obligations until all of the DB Obligations are paid in full; (iii) third, to amounts due and owing with respect to the RenRe Obligations until all of the RenRe Obligations are paid in full; and (iv) fourth, to Borrower or as directed by Borrower in writing or to whomever may be lawfully entitled to such Distributions or as a court of competent jurisdiction may direct.

Section 3. Distributions. If any Distribution on account of the Loan Documents made after the occurrence of an Enforcement Action, Insolvency Proceeding or Liquidation is made and received by any party, such Distribution shall not be commingled with any of the assets of such party, shall be held in trust by such party for the benefit of the other party and shall be promptly paid over to the other party to the extent required by, and for application in accordance with, the terms of this Agreement.

Section 4. Bankruptcy Matters. This Agreement shall be applicable both before and after the filing of any petition by or against Borrower or any Guarantor under the Bankruptcy

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Code or any other Insolvency Proceeding and all converted or succeeding cases in respect thereof, and all references herein to Borrower and each Guarantor shall be deemed to apply to the trustee for Borrower or such Guarantor and Borrower or such Guarantor as a debtor-in-possession. The relative rights of the parties to this Agreement in respect of any collateral or proceeds thereof shall continue after the filing of such petition on the same basis as prior to the date of such filing, subject to any court order approving the financing of, or use of cash collateral by, Borrower.

Section 5. Notices of Default. Each party shall give to the other party concurrently with the giving thereof to Borrower (a) a copy of any written notice by such party of an Event of Default under any of its Loan Documents or a written notice of demand for payment from Borrower or any Guarantor and (b) a copy of any written notice sent by such party to Borrower or any Guarantor stating such party’s intention to exercise any material enforcement rights or remedies against Borrower or such Guarantor, including written notice pertaining to any foreclosure on all or any material part of the collateral or other judicial or non-judicial remedy in respect thereof, and any legal process served or filed in connection therewith; provided that the failure of any party to give such required notice shall not result in any liability to such party or affect the enforceability of any provision of this Agreement. Each party will provide such information as it may have to the other party as the other may from time to time reasonably request concerning the status of the exercise of any Enforcement Action and each party shall be available on a reasonable basis during normal business hours to review with the other party alternatives available in exercising such rights, including, but not limited to, advising each other of any offers which may be made from time to time by prospective purchasers of the collateral; provided that (i) the failure of any party to do any of the foregoing shall not affect the sharing arrangement as provided herein or the validity or effectiveness of any notices or demands as against Borrower or any Guarantor and (ii) in no event will the any party have any obligation to obtain the consent of any other party with respect to any actions taken or contemplated to be taken (or not taken) with respect to any Enforcement Action.

Section 6. Amendments to Loan Documents.

6.1 RenRe Documents. RenRe shall not, without the prior written consent of DB, agree to any amendment, restatement, modification, supplement, substitution, renewal or replacement of or to any or all of the RenRe Documents that (a) would directly or indirectly result in an increase in the interest rates in respect of the RenRe Obligations (other than the imposition of any default rate of interest set forth in the RenRe Loan Agreement, as in effect on the date hereof), (b) shorten the maturity or weighted average life to maturity of the RenRe Obligations or require that any payment on the RenRe Obligations be made earlier than the date originally scheduled for such payment or that any commitment expire any earlier than the date originally scheduled therefor, (c) add or modify in a manner adverse to Borrower, any Guarantor or DB any covenant, agreement or event of default under the RenRe Documents unless a corresponding amendment or modification is made to the DB Documents, or (d) increase the maximum principal amount of the RenRe Obligations. For the avoidance of doubt, the restrictions set forth in this Section 6.1 shall not apply to any amendment, restatement, modification, supplement, substitution, renewal or replacement of any RenRe Commercial Agreement.

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6.2 DB Documents. DB shall not, without the prior written consent of RenRe, agree to any amendment, restatement, modification, supplement, substitution, renewal or replacement of or to any or all of the DB Documents that (a) would directly or indirectly result in an increase in the interest rates in respect of the DB Obligations (other than the imposition of any default rate of interest set forth in the DB Loan Agreement, as in effect on the date hereof), (b) shorten the maturity or weighted average life to maturity of the DB Obligations or require that any payment on the DB Obligations be made earlier than the date originally scheduled for such payment or that any commitment expire any earlier than the date originally scheduled therefor, (c) add or modify in a manner adverse to Borrower, any Guarantor or RenRe any covenant, agreement or event of default under the DB Documents unless a corresponding amendment or modification is made to the RenRe Documents, or (d) increase the maximum principal amount of the DB Obligations.

Section 7. Similar Liens and Agreements. The parties hereto acknowledge and agree that it is the intention that each guarantor of the DB Obligations or the RenRe Obligations and any collateral, if any, securing either the DB Obligations or the RenRe Obligations be identical in all material respects. In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any request by either party, the specific assets included in the collateral, if any, securing their respective obligations, the steps taken to perfect the Liens thereon and the identity of the respective parties obligated under any Loan Document and (b) that the documents, agreements and instruments creating or evidencing the Loans and guaranties thereof and any Liens of such parties in any collateral are in all material respects substantively similar, other than with respect to the terms of the Loans evidenced thereunder.

Section 8. Miscellaneous.

8.1 Termination. This Agreement shall terminate and be of no further force and effect upon the payment in full in cash of all amounts payable pursuant to the DB Loan Agreement or the RenRe Loan Agreement and termination of any commitment to lend thereunder.

8.2 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the respective successors and assigns of the parties hereto. Each party hereto may, from time to time, without notice to any other party, assign or transfer any or all of the indebtedness of Borrower due such Party or any interest therein to any Person and such Person shall be entitled to rely upon and be the third party beneficiary of the provisions under this Agreement and shall be entitled to enforce the terms and provisions hereof to the same extent as if such assignee or transferee were initially a party thereto.

8.3 Notices. All notices and other communications provided for hereunder shall be in writing and shall be mailed, sent by overnight courier, telecopied or delivered to each party at the address set forth below such party’s signature to this Agreement or such other address as shall be designated by such party in a written complying as to delivery with the terms of this Section. All such notices and other communications shall be effective (i) if sent by registered mail, return receipt requested, when received or three (3) business days after mailing, whichever first occurs, (ii) if telecopied, when transmitted and a confirmation is received, provided the same is on a business day and, if not, on the next business day or (iii) if delivered by messenger or overnight courier, upon delivery, provided the same is on a business day and, if not, on the next business day.

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8.4 Counterparts. This Agreement may be authenticated in any number of separate counterparts by any one or more of the parties thereto, and all of said counterparts taken together shall constitute one and the same instrument. This Agreement may be authenticated by manual signature, facsimile or electronic means, all of which shall be equally valid.

8.5 GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE. THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE PARTIES HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE PARTIES HERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.

8.6 MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS RELATED THERETO.

8.7 Amendments. No modification, amendment or waiver of any provision of this Agreement, and no consent to any departure by any Person or entity from the terms hereof, shall in any event be effective unless it is in writing and signed by each party hereto. In no event shall the consent of Borrower or any Guarantor be required in connection with any amendment or other modification of this Agreement.

8.8 No Waiver. No failure or delay on the part of any party in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.

8.9 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

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8.10 Further Assurances. Each party hereto agrees to cooperate fully with each other party hereto to effectuate the intent and provisions of this Agreement and, from time to time, to execute and deliver any and all other agreements, documents or instruments, and to take such other actions, as may be reasonably necessary or desirable to effectuate the intent and provisions of this Agreement.

8.11 Headings. The section headings contained in this Agreement are and shall be without meaning or content whatsoever and are not part of this Agreement.

8.12 Relative Rights. This Agreement shall define the relative rights of DB and RenRe. Nothing in this Agreement shall (a) impair, as among Borrower, Guarantors, DB and RenRe, the obligations of Borrower or any Guarantor to DB and RenRe or (b) affect the relative rights of DB and RenRe with respect to any other creditors of Borrower or any Guarantor.

8.13 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the Loan Documents, the provisions of this Agreement shall govern.

8.14 Specific Performance. Each party to this Agreement may demand specific performance of this Agreement.

8.15 Entire Agreement. This Agreement and the Loan Documents embody the entire agreement of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings relating to the subject matter hereof and thereof and any draft agreements, negotiations and/or discussions involving any parties relating to the subject matter hereof.

[Signature Page to Follow]

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

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Tom Sullivan
	Name: Tom Sullivan
	Title: Managing Director
By:	/s/ Kirk Stafford
	Name: Kirk Stafford
	Title: Vice President

Address for Notices: Deustche Bank Trust Company Americas 345 Park Avenue, 14th Floor New York, New York 10154
Attention:	Kirk Stafford
Telephone:	(212) 454-6961
Fax:	(646) 961-3363

RENAISSANCERE VENTURES LTD.
By:	/s/ Michael Doak
	Name: Michael Doak
	Title: SVP

Address for Notices: RenaissanceRe Ventures Ltd. Renaissance House 12 Crow Lane Pembroke HM19 Bermuda
Attention:	President
Telephone:	(441) 295-4513
Fax:	(441) 296-0062

SIGNATURE PAGE TO

SHARING AGREEMENT

ACKNOWLEDGEMENT OF BORROWER AND GUARANTORS

Each of the undersigned hereby acknowledges and agrees to the foregoing terms and provisions. By executing this Agreement, each of the undersigned agrees to be bound by the obligations hereof as they relate to the relative rights of DB and RenRe as between DB and RenRe; provided, however, that nothing in this Agreement shall amend, modify, change or supersede the terms of the Loan Documents as between any of DB or RenRe and any of the undersigned, and in the event of any conflict or inconsistency between the terms of this Agreement and the Loan Documents, the terms of the Loan Documents, as the case may be; shall govern as between DB or RenRe and each of the undersigned, and each of the undersigned further agrees that the terms of this Agreement shall not give any of the undersigned any substantive rights vis-a-vis any of DB or RenRe.

UNIVERSAL INSURANCE HOLDINGS, INC.
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: CEO

UNIVERSAL RISK ADVISORS
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: CEO

UNIVERSAL ADJUSTING CORPORATION
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: CEO

UNIVERSAL INSPECTION CORPORATION
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: CEO

[Additional Signature Page to Follow]

SIGNATURE PAGE TO

SHARING AGREEMENT

(Acknowledgement Of

Borrower and Guarantors)

BLUE ATLANTIC REINSURANCE CORPORATION
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: CEO

SIGNATURE PAGE TO

SHARING AGREEMENT

(Acknowledgement Of

Borrower and Guarantors)

EX-10.4

Exhibit 10.4

FIRST AMENDMENT AND CONSENT

TO

REVOLVING LOAN AGREEMENT

FIRST AMENDMENT AND CONSENT TO REVOLVING LOAN AGREEMENT (this “Amendment”), dated as of May 23, 2013, by and between UNIVERSAL INSURANCE HOLDINGS, INC., a Delaware corporation (“Borrower”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, and its successors and assigns (“Lender”).

RECITALS:

WHEREAS, Borrower and Lender have entered into that certain Revolving Loan Agreement, dated as of March 29, 2013 (as amended, restated, modified and/or supplemented from time to time, the “Loan Agreement”; except as otherwise herein expressly provided, all capitalized terms used herein shall have the meanings assigned to such terms in the Loan Agreement), pursuant to which Lender provides Borrower with certain financial accommodations;

WHEREAS, Borrower has requested that Lender make certain amendments to the Loan Agreement;

WHEREAS, Borrower has also requested that Lender consent to the execution and delivery by (a) Borrower of that certain Term Loan Agreement dated as of the date hereof (the “RenRe Loan Agreement”) by and between Borrower and RenaissanceRe Ventures Ltd., a company organized and existing under the laws of Bermuda (“RenRe”), an executed copy of which is attached hereto as Exhibit A, pursuant to which Borrower will incur Indebtedness in the amount of $20,000,000 (the “RenRe Indebtedness”) and (b) certain subsidiaries of Borrower (the “RenRe Guarantors”) of that certain Subsidiary Guaranty and Suretyship Agreement dated as of the date hereof (the “RenRe Guaranty”), an executed copy of which is attached hereto as Exhibit B, pursuant to which each such subsidiary will guarantee all of the RenRe Indebtedness; and

WHEREAS, Lender has agreed to such requests on the terms and conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Consent. Subject to satisfaction of the conditions precedent set forth in Section 3 below, Lender hereby consents to (a) the execution and delivery by Borrower of the RenRe Loan Agreement, (b) the execution and delivery by the RenRe Guarantors of the RenRe Guaranties, (c) the incurrence by Borrower of the RenRe Indebtedness pursuant to the RenRe Loan Agreement and (d) the guarantee by the RenRe Guarantors of the RenRe Indebtedness pursuant to the RenRe Guaranties.

Section 2. Amendment to Loan Agreement. Subject to satisfaction of the conditions precedent set forth in Section 3 below, Borrower and Lender hereby agree to amend the Credit Agreement as follows:

(a) The following defined terms set forth in Section 1.1 of the Loan Agreement are hereby amended in their entirety as follows:

“Change of Control” (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any “Person” or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than thirty-five percent (35%) of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in Borrower (other than a “Person” or “group” that beneficially owns thirty-five percent (35%) or more of such outstanding Equity Interests of Borrower on the Closing Date); (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of Borrower by Persons who were neither (i) nominated by a majority of the board of directors of Borrower nor (ii) appointed by directors so nominated; or (c) the cessation of ownership (directly or indirectly) by Borrower, free and clear of all Liens or other encumbrances, of 100% of the outstanding voting Equity Interests of its Subsidiaries on a fully diluted basis, except as permitted under Section 5.4 hereof. Notwithstanding the foregoing, a “Change of Control” for purposes of this Agreement shall be not deemed to have occurred as a result of (i) the redemption by Borrower of any of its Equity Interests owned by Bradley I. Meier and/or (ii) the acquisition by RenRe of any of Borrower’s Equity Interests.

“Funded Debt” means, as to any Person, all Indebtedness of such Person for borrowed money or guarantees of such Indebtedness (and with respect to Borrower and its Subsidiaries shall include, without limitation, the Loans, the Surplus Note and the RenRe Indebtedness).

“Loan Documents” means this Agreement, the Note, the RenRe Sharing Agreement and such other documents, agreements, consents, affidavits or instruments which have been or will be executed in connection with this Agreement or any such other agreement or instrument and any additional documents delivered in connection with this Agreement and the transactions contemplated hereunder, each as same may be amended, supplemented, renewed, extended, replaced, or restated from time to time, together with all attachments thereto.

“Loans” means the revolving loans made hereunder to Borrower pursuant to Section 2.1 hereof.

“Permitted Indebtedness” means (a) Borrower’s Obligations hereunder, (b) the Indebtedness of UPCIC under the Surplus Note, (c) the RenRe

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Indebtedness and the Indebtedness of the RenRe Guarantors under the RenRe Guaranty and (d) any other Indebtedness approved by Lender in writing.

“Subsidiary” means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding shares or other Equity Interests as to have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Borrower including, without limitation, APPCIC, UPCIC and Guarantors.

(b) The following defined terms are hereby inserted in Section 1.1 of the Loan Agreement in the appropriate alphabetical order:

“First Amendment” means that certain First Amendment and Consent to Loan Agreement dated as of the First Amendment Effective Date by and between Borrower and Lender.

“First Amendment Effective Date” means May 23, 2013.

“Guaranty” means that certain Subsidiary Guaranty and Suretyship Agreement dated as of the First Amendment Effective Date executed and delivered by Guarantors to Lender, as amended, supplemented, renewed, extended, replaced, or restated from time to time.

“Guarantors” means Universal Risk Advisors, Universal Adjusting Corporation, Universal Inspection Corporation, Blue Atlantic Reinsurance Corporation and any other current or future Material Subsidiary of Borrower.

“Material Subsidiary” means any non-regulated Subsidiary of the Borrower that either (a) of the end of the most recently completed fiscal year of Borrower for which audited financial statements are available, has assets that exceed 10% of the total consolidated assets of Borrower and all its Subsidiaries as of the last day of such period or (b) for the most recently completed fiscal year of Borrower for which audited financial statements are available, has revenues that exceed 10% of the consolidated revenue of Borrower and all of its Subsidiaries for such period.

“RenRe” means RenaissanceRe Ventures Ltd., a company organized and existing under the laws of Bermuda.

“RenRe Guaranty” means that certain Subsidiary Guaranty and Suretyship Agreement dated as of the First Amendment Effective Date executed and delivered by Guarantors in favor of RenRe pursuant to which Guarantors guarantee all of the RenRe Indebtedness, as amended, supplemented, renewed, extended, replaced, or restated from time to time.

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“RenRe Indebtedness” means all of the Indebtedness incurred by Borrower pursuant to the RenRe Loan Agreement.

“RenRe Loan Agreement” means that certain Term Loan Agreement dated as of the First Amendment Effective Date by and between Borrower and RenRe, as amended, supplemented, renewed, extended, replaced, or restated from time to time.

“RenRe Loan Documents” means the RenRe Loan Agreement, the RenRe Guaranty and such other documents, agreements, consents, affidavits or instruments which have been or will be executed in connection with therewith or any such other agreement or instrument and any additional documents delivered in connection with therewith and the transactions contemplated thereunder, each as same may be amended, supplemented, renewed, extended, replaced, or restated from time to time, together with all attachments thereto.

“RenRe Sharing Agreement” means that certain Sharing Agreement dated as of the First Amendment Effective Date by and among Lender, RenRe, Borrower and Guarantors, as amended, supplemented, renewed, extended, replaced, or restated from time to time.

(c) Subsection (c) of the definition of “Indebtedness” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to provide as follows:

“(c) all net obligations of such Person under any Swap Contracts (other than any Swap Contract of the nature described in Section 4.9 hereof);”

(d) The first sentence of Section 2.11 of the Loan Agreement is hereby amended and restated in its entirety to provide as follows:

“Subject to the terms of the RenRe Sharing Agreement, the Obligations of Borrower shall be senior obligations of Borrower which Borrower hereby agrees to repay upon the terms and conditions set forth herein and in the other Loan Documents.”

(e) Section 3.4(b) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“Neither Borrower nor any Subsidiary is (i) the subject of any investigation, supervision, conservation, rehabilitation, liquidation, receivership, insolvency or other similar proceeding or (ii) operating under any written or oral formal or informal agreement or understanding with the licensing authority of any jurisdiction or other Governmental Authority, in either case, which restricts the conduct of its business, or requires it to take, or to refrain from taking, any action, except that UPCIC is subject to a restriction in the State of North Carolina relating to the premium volume it may write.”

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(f) Section 3.6(a) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“(a) The financial statements of Borrower dated as of December 31, 2012 (which include a balance sheet, income and expense statement) disclosed in Borrower’s annual report on Form 10-K filed with the SEC for the fiscal year ending December 31, 2012 are true and correct in all material respects, fairly present the financial condition of Borrower and its Subsidiaries as of the date thereof, and no material adverse change has occurred in the financial condition of Borrower and its Subsidiaries since the date thereof.”

(g) Section 3.6(b) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“The annual statutory financial statements of those Subsidiaries of Borrower that are regulated by the OIR that have been filed or submitted with the OIR for the prior three (3) fiscal years and delivered to Lender were prepared in accordance with SAP.”

(h) Section 3.7(b) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“(b) Absence of Undisclosed Liabilities. Borrower and its Subsidiaries have no liabilities or obligations, either accrued, absolute, contingent or otherwise, other than (i) the Obligations, (ii) the liabilities and obligations set forth in Borrower’s financial statements previously delivered to Lender as described in Section 3.6 hereof, (iii) the liabilities or obligations disclosed by Borrower in any document or disclosure filed by it with the SEC and (iv) other immaterial liabilities and obligations incurred by Borrower and its Subsidiaries in the ordinary course of business.”

(i) The last sentence of 3.10 of the Loan Agreement is hereby amended in its entirety to provide as follows:

“Borrower’s federal taxpayer’s identification number is 65-0231984.”

(j) The last sentence of 3.11(b) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“No Subsidiary is restricted, prohibited or limited in any way from making Distributions to Borrower under its Constituent Instruments or any Legal Requirements applicable to such Subsidiary with respect to the aggregate amount of Distributions permitted in any fiscal year other than the limitations set forth in (a) the Florida Business Corporation Act, and, in the case of any Subsidiary not organized in the State of Florida, any similar statute in the state in which such Subsidiary is organized, and (b) the FIC and any other similar statutes in the states in which such Subsidiary is regulated.”

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(k) The lead-in paragraph of Section 4.1 of the Loan Agreement is hereby amended in its entirety to provide as follows:

“Section 4.1 Financial Statements; Reports and Notices; Access. Borrower covenants and agrees that Borrower and its Subsidiaries (i) shall keep and maintain complete and accurate books and records, and (ii) shall permit Lender and any authorized representatives of Lender to have access to and to inspect and examine (and to take notes with respect to) the books and records, any and all accounts, data and other documents of Borrower and its Subsidiaries at all reasonable times upon the giving of reasonable notice of such intent. Borrower shall also provide to Lender, on an annual basis, such financial statements and evidence of expenses and earnings as are kept by Borrower and its Subsidiaries and other documentation and information of Borrower and its Subsidiaries as Lender may reasonably request. In addition, Borrower shall deliver to Lender the following:”

(l) Section 4.1(a) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“(a) Reserved.”

(m) The first sentence of Section 4.2(b) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“(b) Borrower shall, and shall cause each Subsidiary to, maintain reinsurance programs with no less coverage in the aggregate than in effect on the Closing Date.”

(n) Section 4.3 of the Loan Agreement is hereby amended in its entirety to provide as follows:

“4.3 Payment of Taxes. Borrower shall, and shall cause each Subsidiary to, pay and discharge all Taxes imposed upon Borrower and such Subsidiary, upon its income or profits, or upon any property belonging to Borrower and such Subsidiary before delinquent, if such failure would have a Material Adverse Effect; provided, however, that neither Borrower nor any Subsidiary shall be required to pay any such Tax if and so long as the amount, applicability, or validity thereof shall currently be contested in good faith by appropriate proceedings and appropriate reserves therefore have been established as determined by Borrower in its reasonable discretion.”

(o) Subsection (i) in the third sentence of Section 4.5 is hereby amended in its entirety to provide as follows:

“(i) any default under any material agreement, contract, or other instrument to which Borrower or any Subsidiary is a party or by which any of Borrower’s or any Subsidiary’s properties are bound and which remains uncured beyond the expiration of the applicable grace period, if any, or any acceleration of

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the maturity of any Indebtedness owing by Borrower or any Subsidiary in a principal amount greater than $250,000;”

(p) Section 4.8 of the Loan Agreement is hereby amended in its entirety to provide as follows:

“4.8 Listing. Borrower shall maintain the listing of its common stock on the NYSE MKT LLC (or any other major national securities exchange) and shall comply in all material respects with Borrower’s reporting, filing and other obligations with the SEC.”

(q) A new Section 4.11 is hereby inserted in the Loan Agreement immediately following Section 4.10 thereof:

“4.11 Additional Guarantors. If any Subsidiary of Borrower shall become a Material Subsidiary or Borrower shall form or acquire a Material Subsidiary, Borrower shall, as soon as practicable and in any event within five (5) Business Days after such determination, provide Lender with notice of such new Material Subsidiary and will cause such new Material Subsidiary to (a) execute a Guaranty in the form attached as Exhibit C to the First Amendment in favor of Lender and (b) deliver proof of organizational authority, incumbency of officers, opinions of legal counsel and other documents as Lender may request.”

(r) Section 5.4 of the Loan Agreement is hereby amended in its entirety to provide as follows:

“Section 5.4 Mergers or Dispositions. Borrower shall not, nor shall it permit any Subsidiary to, liquidate, dissolve, terminate or otherwise cease its operations, merge into, or consolidate with, any other Person, or convey, sell, lease, assign, transfer or otherwise dispose of any of its assets to any other Person except that (a) Borrower or any Subsidiary may sell, transfer or otherwise dispose of obsolete, damaged, uneconomic or worn out machinery or equipment used in the ordinary course of its business, or machinery or equipment no longer used or useful in the conduct of the applicable Person’s business, and (b) (i) Borrower may liquidate or dissolve any Subsidiary that is not a Material Subsidiary, (ii) any Subsidiary may merger or consolidate into any other Subsidiary and (iii) any Subsidiary may sell, transfer or assign any of its assets to any other Subsidiary so long as, in any of the cases described in this subsection (b), (A) Borrower provides Lender with written notice of such transaction five (5) Business Days prior thereto, (B) Borrower determines in good faith that such transaction is in the best interests of Borrower and it is not materially disadvantageous to Lender and (C) no Event of Default or Potential Default has occurred and is continuing both immediately before and after giving effect to such transaction.”

(s) Section 5.6 of the Loan Agreement is hereby amended in its entirety to provide as follows:

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“Section 5.6 Affiliate Transactions. Borrower shall not, nor shall it permit any Subsidiary to, enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to Borrower or such Subsidiary or such Affiliate than would obtain in a comparable arm’s length transaction with a Person not an Affiliate; and, enter into any management, operational or other similar type of contract, agreement or other arrangement in connection with Borrower or such Subsidiary, without the prior written consent of Lender (not to be unreasonably withheld), or enter into any modification or amendment to any such contract, agreement or other arrangement not approved by Lender (not to be unreasonably withheld); provided, however, the foregoing shall not restrict any transactions between (a) any wholly owned Subsidiary of Borrower and Borrower or (b) any wholly-owned Subsidiary of Borrower and any other wholly-owned Subsidiary of Borrower.”

(t) Section 5.8 of the Loan Agreement is hereby amended in its entirety to provide as follows:

“5.8 Business Activities. Borrower shall not engage in any business or conduct any activity (including the making of any investment or payment), other than (a) actions incidental to it being the holding company of its Subsidiaries, (b) the making of Distributions to its equityholders as permitted under Section 5.3 hereof, (c) the performance of its obligations under the Loan Documents, (d) transactions in the ordinary course of business between or among Borrower and its Subsidiaries and (e) the performance of ministerial activities and the payment of taxes and administrative fees.”

(u) A new Section 5.9 is hereby inserted in the Loan Agreement immediately following Section 5.8 thereof:

“5.9 RenRe Loan Documents. Borrower shall not enter into any amendment, waiver or modification of any RenRe Loan Documents, without the prior written consent of Lender.”

(v) Section 7.1(e) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“(e) Cross-Defaults, etc. Borrower or any Subsidiary shall (i) default in any payment of Indebtedness to Lender or any Affiliate of Lender (excluding any such payment which is specifically governed by subparagraph (a) above of this Section 7.1), or any payment of Indebtedness in excess of $250,000 payable to any other Person (including, without limitation, the Surplus Note and the RenRe Indebtedness) beyond any period of grace or forbearance provided with respect thereto; or (ii) default in the performance of any other agreement, term or condition contained in any agreement under which any Indebtedness to Lender or

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any Affiliate of Lender or Indebtedness in excess of $250,000 payable to any other Person (including, without limitation, the Surplus Note and the RenRe Indebtedness) is created if the effect of such default is to cause, or to permit, following any period of grace or forbearance provided with respect thereto, the holder or holders of such Indebtedness (or any representative on behalf of such holder or holders), to cause such Indebtedness to become due prior to its stated maturity (unless such default shall be expressly waived by the holder or holders of such Indebtedness or an authorized representative on their behalf) or any demand is made for payment of any Indebtedness to Lender any Affiliate of Lender or any other Person which is due on demand and such demand is not honored within the time period required;”

(w) Section 7.1(g) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“(g) Judgments. A final judgment or order for the payment of money in excess of $250,000 (other than judgments or orders rendered against regulated Subsidiaries in the defense of insurance claims in the ordinary course of its business) which shall not be fully covered by insurance shall be rendered against Borrower or any Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect for any period of sixty (60) consecutive days and which judgment shall have a Material Adverse Effect in Lender’s reasonable opinion;”

(x) Section 7.1(n) of the Loan Agreement is hereby amended in its entirety to provide as follows:

“(n) Distributions. Borrower’s Subsidiaries shall be restricted, prohibited or limited from making Distributions to Borrower for any reason (including, without limitation, as a result of a Change in Law, an amendment to such Subsidiary’s Constituent Instruments or the inability of such Subsidiary to satisfy any Legal Requirement for the making of such Distribution) in an aggregate amount that, together with Borrower’s cash and cash equivalents, would be necessary to make the interest payments required hereunder or otherwise satisfy the Obligations hereunder as they become due;”

(y)(i) The reference to “or” at the end of Section 7.1(o) of the Loan Agreement is hereby deleted, (ii) the period at the end of Section 7.1(p) of the Loan Agreement is hereby deleted and replaced with “; or” and (iii) a new Section 7.1(q) is hereby inserted in the Loan Agreement immediately following Section 7.1(p) thereof:

“(q) Default under Guaranty. (i) Any Guarantor shall fail to make any payment, when due, in respect of any Guaranteed Obligations (as defined in the Guaranty) pursuant to the terms thereof; (ii) any Guarantor shall fail to perform or observe any covenant, agreement or provision to be performed or observed under

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the Guaranty or any other Loan Document; or (iii) any representation or warranty of any Guarantor in the Guaranty or in any other Loan Document shall prove to have been false or misleading in any material respect at the time made or intended to be effective.”

Section 3. Conditions Precedent. This Amendment shall be subject to the satisfaction of the following conditions:

(a) the parties hereto have executed counterparts of this Amendment;

(b) Lender receives the Guaranty duly executed by Guarantors;

(c) Lender receives executed copies of the RenRe Loan Agreement, the RenRe Guaranty and all other RenRe Loan Documents;

(d) Lender receives the RenRe Sharing Agreement duly executed by all parties thereto;

(e) Lender receives a certificate of a Responsible Officer of Borrower and each Guarantor (each a “Loan Party”) satisfactory to it, evidencing (i) that this Amendment, the Guaranty and the transactions contemplated herein, have been duly authorized and executed by all appropriate actions on the part of such Loan Party and (ii) the incumbency and signatures of the officers of such Loan Party and the organizational documents of such Loan Party, which may include confirmation that the organizational documents and other information certified in the Responsible Officer’s certificate of Borrower delivered to Lender on the Closing Date remains unchanged and in full force and effect, except with respect to any changes as described therein; and

(f) Borrower shall have paid all fees and expenses, as such are due and payable under Section 7 hereof.

Section 4. References. At all times following the effectiveness of this Amendment, each reference (a) to “this Agreement” throughout the Loan Agreement, and (b) to “the Loan Agreement” throughout the Note and the other Loan Documents, shall be deemed amended to refer to the Loan Agreement as amended hereby, and as the same may be further modified, amended, consolidated, increased, renewed, supplemented and/or extended from time to time.

Section 5. Loan Party Representations. Each Loan Party hereby represents and warrants to Lender as follows:

(a) Representations. Each of the representations and warranties of such Loan Party contained or incorporated in the Loan Agreement, as amended by this Amendment, the Note, the Guaranty or any other Loan Document to which such Loan Party is a party, is true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date).

(b) No Default. No Event of Default has occurred and is continuing.

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(c) Power and Authority; Enforceability. Such Loan Party has all necessary corporate power and authority to execute, deliver and perform its obligations under this Amendment and the Guaranty, as applicable; this Amendment and the Guaranty, as applicable, has been duly authorized by all necessary corporate action on the part of such Loan Party; and this Amendment and the Guaranty, as applicable, has been duly and validly executed and delivered by such Loan Party, and constitutes such Loan Party’s legal, valid and binding obligations, enforceable against such Loan Party in accordance with its terms, subject only to Debtor Relief Laws and general principles of equity.

(d) No Counterclaims, etc. No Loan Party has any counterclaim, offset, defense or right of recoupment of any kind against Lender, or any of its Affiliates, under the Loan Agreement, the Note, the Guaranty or any other Loan Document to which such Loan Party is a party, or any other related instrument or evidence of indebtedness.

Section 6. Ratification. Except as modified herein, the provisions of the Loan Agreement, the Note and each of the other Loan Documents are reaffirmed, ratified and confirmed in their entirety by each Loan Party and shall remain unchanged and in full force and effect, and this Amendment shall not constitute a novation, extinguishment or substitution of the Obligations.

Section 7. Fees and Expenses. In accordance with Section 8.4 of the Loan Agreement, Borrower agrees to pay Lender all costs and expenses incurred by Lender including, without limitation, Attorney Costs in connection with preparing, executing, delivering and administering this Amendment.

Section 8. Miscellaneous.

(a) Governing Law; Submission to Jurisdiction. This Amendment is governed by and shall be construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law); each Loan Party further agrees to submit to the jurisdiction of New York State or federal courts as provided in the Loan Agreement and the Guaranty.

(b) Agreements, Etc. The terms of this Amendment may be waived, modified and amended only by an instrument in writing duly executed by Borrower and Lender. Any such waiver, modification or amendment shall be binding upon each Loan Party and Lender and each of their respective successors and permitted assigns.

(c) Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the respective successors and permitted assigns of each Loan Party and Lender.

(d) Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment.

(e) Counterparts. This Amendment may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so

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executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart to this Amendment by facsimile or electronic PDF copy shall be as effective as delivery of a manually executed counterpart of this Amendment.

(f) Invalid Provisions. If any provision of this Amendment is held to be illegal, invalid or unenforceable under present or future laws, the remaining provisions of this Amendment shall remain in full force and effect and shall not be affected thereby, unless such continued effectiveness of this Amendment, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

[REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGES FOLLOW.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

BORROWER: UNIVERSAL INSURANCE HOLDINGS, INC.
By:	/s/ Sean P.Downes
	Name: Sean P. Downes Title: CEO
LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Tom Sullivan
	Name: Tom Sullivan Title: Managing Director
By:	/s/ Kirk Stafford
	Name: Kirk Stafford Title: Vice President

[Additional Signatures to Follow]

SIGNATURE PAGE TO

FIRST AMENDMENT AND CONSENT

TO REVOLVING LOAN AGREEMENT

AGREED AND ACKNOWLEDGED: GUARANTORS: UNIVERSAL RISK ADVISORS
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: CEO
UNIVERSAL ADJUSTING CORPORATION
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: CEO
UNIVERSAL INSPECTION CORPORATION
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: CEO
BLUE ATLANTIC REINSURANCE CORPORATION
By:	/s/ Sean P. Downes
	Name: Sean P. Downes
	Title: CEO

SIGNATURE PAGE TO

FIRST AMENDMENT AND CONSENT

TO REVOLVING LOAN AGREEMENT

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EX-10.5

Exhibit 10.5

REPURCHASE AGREEMENT

THIS REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2013, by and between Universal Insurance Holdings, Inc., a Delaware corporation (the “Company”), and Bradley I. Meier, an individual with an address at 229 Ocean Blvd., Golden Beach, Florida 33160 (“Seller”).

WHEREAS, Seller owns in the aggregate 9,540,673 shares of common stock of the Company, par value $0.01 per share (collectively, the “Shares”);

WHEREAS, Seller desires to sell to the Company, and the Company desires to repurchase and redeem from Seller, 2,666,000 of the Shares (the “Repurchase Shares”), on the terms and conditions set forth in this Agreement (the “Repurchase”);

WHEREAS, Seller and the Company intend the Repurchase to be an isolated transaction between them.

NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Purchase and Sale. Contemporaneously with the execution and delivery of this Agreement, Seller hereby sells, assigns and transfers to the Company, and the Company hereby purchases, accepts and acquires from Seller, 2,666,000 of the Repurchase Shares in consideration of the payment by the Company to Seller contemporaneously herewith of U.S. $11,997,000.00 by wire transfer of immediately available funds to Seller’s designated account (the “Purchase Price”). Seller shall deliver to the Company contemporaneously herewith stock certificates representing such Repurchase Shares, accompanied by stock powers and, subject to Section 6(h), bearing or accompanied by all requisite stock transfer stamps.

2. Representations and Warranties of Seller. Seller hereby represents and warrants to the Company as follows:

(a) Seller has full power and authority to execute and deliver this Agreement and to perform Seller’s obligations hereunder. This Agreement has been duly authorized, executed, and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and general equitable principles.

(b) Seller is the holder of record or beneficially owns all of the Shares.

(c) Upon (i) delivery to the Company of certificates representing the Repurchase Shares, duly endorsed by Seller for transfer to the Company, or (ii) confirmation reasonably acceptable to the Company of the transfer to the Company of any Repurchase Shares held by Seller in book-entry position, and upon Seller’s receipt of payment therefor, Seller will have transferred to the Company good and marketable title to the Repurchase Shares, free and clear of all liens, encumbrances, claims of third parties, security interests, mortgages, pledges, agreements, options, warrants, rights of first refusal and rights of others of any kind or nature whatsoever, whether or not filed, recorded or perfected.

(d) Seller is not a party to or subject to any suit or any administrative, arbitration or other proceeding with respect to the Shares or any judgment, decree or order entered in any suit or proceeding brought by any governmental agency or other person enjoining or otherwise restraining or restricting Seller with respect to the Shares, and, to the best of Seller’s knowledge, no such suit or proceeding is threatened against Seller.

(e) Other than any required filings under U.S. securities laws, Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental or regulatory authority or any other person in order to consummate any transfer of the Shares to the Company. The execution, delivery and performance of this Agreement by Seller will not violate, result in the breach of or constitute a default under any contract, instrument or other agreement to which Seller is bound. To the best of Seller’s knowledge, Seller has in all material respects owned and held the Shares in accordance with all applicable laws and requirements of governmental authorities.

(f) As the former Chairman, President and Chief Executive Officer of the Company, Seller was familiar with the condition (financial and otherwise), properties, assets, liabilities, business operation and prospects of the Company as of February 22, 2013. Seller has such knowledge and experience in business and financial matters that Seller is capable of evaluating the merits and risks of the Repurchase.

(g) Seller and his advisors have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms of this Agreement and the terms and conditions of the Repurchase as set forth herein. Seller participated in the drafting and negotiation of, has carefully read and is familiar with this Agreement.Seller acknowledges that he has had an opportunity to consult with counsel and other advisors about this Agreement and the Repurchase. Seller has received no representations or warranties from the Company, its affiliates, employees, agents or attorneys in making his decision to enter into this Agreement, other than as set forth herein.

3. Representations and Warranties of the Company. The Company represents and warrants to Seller as follows:

(a) The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, and general equitable principles.

(b) The Company is the issuer of the Shares.

(c) Other than any required filings under U.S. securities laws, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental or regulatory authority or any other person in order to consummate the transfer of the Repurchase Shares. The execution, delivery and performance of this Agreement by the

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Company will not violate, result in the breach of or constitute a default under any contract, instrument or other agreement to which the Company is bound, or result in the violation of any provision of its charter, bylaws or similar organizational documents.

(d) The Company is not a party to or subject to any suit or any administrative, arbitration or other proceeding or any judgment, decree or order entered in any suit or proceeding brought by any governmental agency or other person enjoining or otherwise restraining or restricting the Company with respect to the transactions contemplated hereby, and, to the best of the Company’s knowledge, no such suit or proceeding is threatened against the Company.

4. Termination and Survival. Notwithstanding anything to the contrary contained herein, this Agreement and the rights and obligations of the parties hereunder shall be deemed revoked, annulled, rescinded and of no force or effect (and any Repurchase Shares previously delivered to the Company shall be returned to Seller), if the Company shall have failed to deliver to Seller the Purchase Price within forty-eight (48) hours after the execution and delivery of this Agreement by the parties hereto. All representations and warranties of Seller and the Company contained in this Agreement shall survive indefinitely to the extent this Agreement is not otherwise terminated in accordance with this Section 4.

5. Dividends and Distributions. Seller shall be entitled to receive all dividends and distributions paid by the Company in respect of the Shares to the extent the record date for such dividends and distributions is on or prior to the consummation of the related purchase and sale of such Shares hereunder.

6. Miscellaneous Provisions.

(a) Further Assurances. Each of the parties hereto shall take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and existing agreements or otherwise reasonably required to be taken or done by it to consummate the transactions contemplated hereby in accordance with the terms hereof and to more fully and effectively vest in the Company title to the Repurchase Shares. To the extent Seller delivers to the Company one or more certificates representing more than the number of Shares required to sold to the Company hereunder, the Company shall promptly issue replacement certificates to Seller representing the remaining number of Shares not otherwise sold to the Company, and the Company shall update its stock ledger and other stock transfer records to reflect the issuance of such replacement certificates.

(b) Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties to this Agreement and the successors and assigns of the parties hereto; provided, however, that, no rights, obligations or liabilities hereunder will be assignable by any party without the prior written consent of the other parties.

(c) No Third Party Beneficiaries. This Agreement is not intended to confer any rights or remedies hereunder upon, and will not be enforceable by, any other person or entity, other than the parties to this Agreement.

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(d) Controlling Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law provisions thereof.

(e) Entire Agreement; Amendments; Waiver. This Agreement constitutes the entire contract between the parties hereto pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, of the parties. There are no representations, warranties, or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the parties to be bound thereby. Any agreement on the part of the parties to waive any term or provision of this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of the party against whom the waiver is to be effective. No such waiver shall constitute a waiver of, or estoppel with respect to, any subsequent or other inaccuracy, breach or failure to strictly comply with the provisions of this Agreement.

(f) Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or other electronic delivery, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

(g) Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (i) upon delivery, if delivered in person, (ii) upon receipt of written confirmation of transmission, if transmitted by facsimile or other electronic communication (with written confirmation and a copy of the notice or other communication mailed by express courier or certified or registered mail, return receipt requested) or (iii) one (1) business day after it is sent, if delivered by an express courier (with written confirmation), to the parties at the following addresses:

If to the Company:

Universal Insurance Holdings, Inc.

1110 West Commercial Boulevard

Fort Lauderdale, Florida 33309

Attention:     Stephen J. Donaghy

Facsimile:    (954) 958-1201

E-mail:          sdonaghy@universalproperty.com

with a copy (which shall not constitute notice) to:

K&L Gates LLP

1601 K Street, NW

Washington, DC 20006

Attention:    Alan J. Berkeley

Facsimile:    (202) 778-9100

E-mail:         alan.berkeley@klgates.com

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If to Seller:

Bradley I. Meier

229 Ocean Blvd.

Golden Beach, Florida 33160

Facsimile: (954) 958-1202

E-mail: bmeier311@aol.com

with a copy (which shall not constitute notice) to:

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

Attention:    Michael A. Nemeroff

Facsimile:    (312) 609-5005

E-mail:        mnemeroff@vedderprice.com

(h) Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. Seller and the Company shall pay their respective brokerage fees, commissions, and finder’s fees, if any, and shall indemnify and hold the other party harmless from and against any and all other claims or liabilities for brokerage fees, commissions, and finder’s fees incurred by reason of any action taken by such party. Notwithstanding the foregoing, all transfer and documentary taxes relating to the purchase and sale of the Shares hereunder shall be borne by the Company.

[Signatures follow on the next page.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

UNIVERSAL INSURANCE HOLDINGS, INC.
By:	/s/ Sean P. Downes
	Name:   Sean P. Downes Title:     President and Chief Executive Officer
By:	/s/ Bradley I. Meier
	Bradley I. Meier

[Repurchase Agreement]

EX-99.1

Exhibit 99.1

UNIVERSAL INSURANCE HOLDINGS, INC.

ANNOUNCES ADDITIONAL SHARE REPURCHASES

Completes previously announced committed repurchase of 4 million shares; Completes the

repurchase of nearly 2.7 million additional shares as part of new separate transaction;

Aggregate repurchase totals nearly 6.7 million shares since April 1, 2013

Fort Lauderdale, Fla., May 23, 2013—Universal Insurance Holdings, Inc. (Company) (NYSE MKT: UVE), announced that it concluded the previously committed repurchase of 4,000,000 shares of the Company’s common stock from Bradley I. Meier, the Company’s former Chairman, President and Chief Executive Officer, at $4.02 per share, and repurchased an additional 2,666,000 shares of common stock from Mr. Meier at $4.50 per share in a separate privately negotiated transaction. The repurchase prices represent a discount of 44.4% and 37.8%, respectively, from yesterday’s closing price of the Company’s common stock.

Sean P. Downes, the Company’s President, Chief Executive Officer and Director, stated, “We are very pleased to have completed the repurchase of nearly 6.7 million shares of our common stock since April 1, 2013, at a substantial discount to the market price. Through these collective transactions we have reduced our outstanding share count by approximately 16% compared to March 31, 2013. This transaction reinforces our positive outlook on the future here at Universal, and underscores our commitment to improving shareholder value.”

About Universal Insurance Holdings, Inc.

Universal Insurance Holdings, Inc., with its wholly-owned subsidiaries, is a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Universal Property & Casualty Insurance Company (UPCIC), a wholly-owned subsidiary of the Company, is one of the leading writers of homeowners insurance in Florida and is now fully licensed and has commenced its operations in North Carolina, South Carolina, Hawaii, Georgia, Massachusetts and Maryland. American Platinum Property and Casualty Insurance Company, also a wholly-owned subsidiary, currently writes homeowners multi-peril insurance on Florida homes valued in excess of $1 million, which are limits and coverages currently not targeted through its affiliate UPCIC. For additional information on the Company, please visit our investor relations website at www.universalinsuranceholdings.com.

Forward-Looking Statements and Risk Factors

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such statements may include commentary on plans, products and lines of business, marketing

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arrangements, reinsurance programs and other business developments and assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future results could differ materially from those described and the Company undertakes no obligation to correct or update any forward-looking statements. For further information regarding risk factors that could affect the Company’s operations and future results, refer to the Company’s reports filed with the Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2012 and the Form 10-Q for the quarter ended March 31, 2013.

Investor Contact:

Philip Kranz, Dresner Corporate Services, 312-780-7240, pkranz@dresnerco.com