Exhibit 10.2

Execution Version

FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND WAIVER

This FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND WAIVER, dated as of October 15, 2026 and effective as of the Effective Date (as defined below) (this “Amendment”), by and between ATLANTIC AMERICAN CORPORATION, a Georgia corporation (the “Borrower”), and TRUIST BANK (the “Lender”).

RECITALS

A.         Borrower and Lender previously entered into that certain Revolving Credit Agreement dated as of May 12, 2021 (as amended by that certain First Amendment to Revolving Credit Agreement, dated as of March 22, 2024, as amended by that certain Second Amendment to Revolving Credit Agreement, dated as of May 27, 2026, as amended by that certain Third Amendment to Revolving Credit Agreement, dated as of July 31, 2026, as amended by that certain Fourth Amendment to Revolving Credit Agreement, dated as of October 9, 2026, and as further amended from time to time, including pursuant to this Amendment, the “Credit Agreement”), pursuant to which Lender has made a revolving credit facility available to Borrower.

B.        Borrower has informed Lender that on April 22, 2026, the AM Best financial strength rating of American Southern was downgraded to “A-” in violation of the covenant set forth in Section 8.12 of the Credit Agreement, constituting an Event of Default under Section 9.1(c) of the Credit Agreement (the “Required Insurance Rating Default”), and Borrower failed to provide Lender with prompt written notice of the Required Insurance Rating Default as required by Section 6.2(a) of the Credit Agreement, constituting an Event of Default under Section 9.1(c) of the Credit Agreement (the “Notice Default” and, together with the Required Insurance Rating Default, the “Specified Events of Default”).

C.         Borrower has requested that Lender (i) waive the Specified Events of Default, (ii) waive any Resulting Default (as defined in Schedule A) and (iii) amend the Credit Agreement as set forth herein, and Lender is willing to grant such request, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Defined Terms.  Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.

2.          Waiver.  Subject to satisfaction of each of the conditions set forth in Section 4 of this Amendment, and in reliance on the representations and warranties of Borrower set forth in this Amendment, Lender hereby waives the Specified Events of Default and any Resulting Default.  The waiver of the Specified Events of Default and any Resulting Default is a one-time waiver only, and shall not be deemed to constitute an agreement by Lender to waive any future Default or Event of Default under the Credit Agreement or any of the Loan Documents, or any future breach of any other provisions of the Credit Agreement or of any of the Loan Documents.  Except as set forth in this Section 2, nothing contained in this Amendment shall be construed as a waiver by Lender of any covenant or provision of the Credit Agreement, the other Loan Documents, this Amendment, or of any other contract or instrument among Borrower and Lender, and the failure of Lender at any time or times hereafter to require strict performance by Borrower of any provision thereof shall not waive, affect or diminish any right of Lender to thereafter demand strict compliance therewith.  Lender hereby reserves all rights granted under the Credit Agreement, the other Loan Documents, this Amendment and any other contract or instrument among Lender and Borrower.  Further, Borrower warrants and represents that no Default or Event of Default exists other than the Specified Events of Default and any Resulting Default, and nothing contained herein shall be deemed to constitute a waiver by Lender of any Default or Event of Default which may nonetheless exist as of the date hereof other than the Specified Events of Default and any Resulting Default.

3.          Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows, which amendments shall be effective as of the Effective Date:

(a)          Section 6.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a)          as soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Year of the Borrower (except for the Fiscal Year ending on December 31, 2025, which shall be delivered as soon as available but in any event no later than October 23, 2026), a copy of the annual audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by independent public accountants acceptable to the Lender (without a ”going concern“ or like qualification, exception or explanation and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;”.

(b)          Section 8.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Section 8.12.          Required Insurance Rating.  The Borrower shall not cause or permit, at any time during the term of this Agreement, either (a) the AM Best financial strength rating of American Southern to be lower than “A-”, (b) the AM Best financial strength rating of Bankers Fidelity Life to be lower than “A-”, or (c) the AM Best long term issuer credit rating of the Borrower to be lower than “bbb-”.”

4.         Effectiveness; Conditions Precedent. This Amendment and the amendments contemplated herein shall be effective on the date that each of the following conditions precedent has been satisfied in Lender’s discretion (such date, the “Effective Date”):


 (a)
Lender shall have received each of the following documents or instruments in form and substance acceptable to Lender:


(i)
counterparts of this Amendment, duly executed by Borrower; and


(ii)
all due diligence items, documentation and information from the Borrower requested by Lender, including all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act;


(b)
since December 31, 2024, there shall have been no event or occurrence which has had or could reasonably be expected to have a Material Adverse Effect;

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 (c)
Lender shall have received payment of all reasonable, out-of-pocket costs and expenses of Lender (including the reasonable fees, charges and disbursements of counsel to Lender).

5.         Representations and Warranties.  In order to induce Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender as follows: (a) after giving effect to this Amendment, the representations and warranties of Borrower contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (b) this Amendment has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of Borrower, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally; and (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or shall be caused by the transactions contemplated by this Amendment.

6.       Entire Agreement. This Amendment, together with the other Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof.  None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing signed by Lender.

7.         Reaffirmation of Loan Documents. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms.

8.           Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by electronic transmission (including .PDF) shall be effective as delivery of a manually executed counterpart of this Amendment. Electronic records of executed Loan Documents maintained by Lender shall deemed to be originals.

9.          Governing Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.

10.        Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

11.        References. This Amendment shall be a Loan Document.  All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement as amended by this Amendment.

[Remainder of page intentionally blank; signature page follows.]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

 
BORROWER:
   
 
ATLANTIC AMERICAN CORPORATION
   
 
By:
/s/ Nickeesha Bates
 
Name:
Nickeesha Bates
 
Title:
Vice President

Atlantic American Corporation
Fifth Amendment to Revolving Credit Agreement
Signature Page
 
LENDER:
   
 
TRUIST BANK
   
 
By:  /s/ Richard W. Jantzen, III
 
Name: Richard W. Jantzen, III
 
Title:   Director

Atlantic American Corporation
Fifth Amendment to Revolving Credit Agreement
Signature Page
SCHEDULE A

As used herein, “Resulting Default” shall mean:
 

 1.
Any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with any Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Lender by the Borrower or any representative of the Borrower pursuant to or in connection with any Loan Document shall prove to be incorrect in any material respect (other than a representation or warranty that is expressly qualified by Material Adverse Effect or materiality, in which case such representation or warranty shall prove to be incorrect in all respects) when made or deemed made or submitted, in each case to the extent directly resulting solely from a Specified Event of Default or any other Resulting Default; and
 

 2.
Any Default or Event of Default, to the extent resulting from the Borrower’s failure to (a) furnish to the Lender written notice of the occurrence of any Specified Event of Default or any other Resulting Default, or (b) deliver a written statement of an officer of the Borrower setting forth the details of the event or development requiring such notice of a Specified Event of Default or Resulting Default and any action taken or proposed to be taken with respect thereto.