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

Date of Report (Date of Earliest Event Reported): June 17, 2010

Bancinsurance Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	0-8738	31-0790882
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
250 East Broad Street, 7th Floor, Columbus, Ohio		43215
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 614-220-5200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  Written communications 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 June 17, 2010, Bancinsurance Corporation (the "Company") amended its existing unsecured revolving credit facility by entering into a First Modification of Amended and Restated Credit Agreement (the "Amendment") by and between the Company, as borrower, and Fifth Third Bank (the "Bank"), as lender, and executing and delivering to the Bank a Twelfth Amendment and Restatement of the Note (the "Note").

The Amendment and the Note modified the terms of the Amended and Restated Credit Agreement (the "Credit Agreement") dated June 15, 2006 by and between the Company, as borrower, and the Bank, as lender, in the following respects:

• the revolving line of credit available under the Credit Agreement was decreased from $10.0 million to $5.0 million;

• the maturity date of the Credit Agreement was extended from June 30, 2010 to June 29, 2011;

• the interest rate payable on outstanding borrowings under the Credit Agreement was changed from the Prime Rate (as def ined in the Credit Agreement) minus 0.75% to the LIBO Rate (as defined in the Note) plus 2.60%; and

• The debt service coverage ratio covenant in the Credit Agreement was modified to exclude from its calculation equity based compensation expense and other-than-temporary impairment charges.

All other terms of the Credit Agreement remained unchanged and continue in full force and effect. As of June 17, 2010, the Company did not have any outstanding borrowings under the Credit Agreement.

The foregoing summary is qualified in its entirety by reference to the Amendment and the Note, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

In the ordinary course of business, the Company from time to time sells insurance products to the Bank and uses the Bank’s custodial and banking services. In addition, the Company is a party to a Split Dollar Insurance Agreement with the Bank, as Trustee of the Si and Barbara K. Sokol Irrev ocable Trust.

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

The information set forth under Item 1.01 above relating to the Company’s entry into the Amendment and the Note is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1 First Modification of Amended and Restated Credit Agreement effective June 17, 2010 by and between Bancinsurance Corporation and Fifth Third Bank.

4.2 Twelfth Amendment and Restatement of Note dated June 17, 2010 by and between Bancinsurance Corporation and Fifth Third Bank.

SIGNATURES

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

	Bancinsurance Corporation
June 18, 2010	By:	/s/ Matthew C. Nolan
		Name: Matthew C. Nolan
		Title: Vice President, Chief Financial Officer, Treasurer and Secretary

Exhibit Index

Exhibit No.	Description
4.1	First Modification of Amended and Restated Credit Agreement effective June 17, 2010 by and between Bancinsurance Corporation and Fifth Third Bank.
4.2	Twelfth Amendment and Restatement of Note dated June 17, 2010 by and between Bancinsurance Corporation and Fifth Third Bank.

EX-4.1

FIRST MODIFICATION OF AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST MODIFICATION OF AMENDED AND RESTATED CREDIT AGREEMENT (this “Modification”) is made and entered into to be effective the 17^th day of June, 2010, by and between BANCINSURANCE CORPORATION, an Ohio corporation, having an office at 250 East Broad Street, Columbus, Ohio 43215 (“Borrower”) and FIFTH THIRD BANK, an Ohio banking corporation, having an office at 21 East State Street, Columbus, Ohio 43215 (the “Bank”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Credit Agreement, as hereinafter defined.

RECITALS

I. Borrower and the Bank entered into an Amended and Restated Credit Agreement dated June 15, 2006. The Credit Agreement was originally dated January 25, 1993; as modified by the First Amendment to Credit Agreement made and entered into to be effective November 5, 1993, as further modified by the Second Amendment to Credit Agreement made and entered into to be effective October 19, 1994, as further modified by the Third Amendment to Credit Agreement made and entered into to be effective November 24, 1999, as further modified by the Fourth Amendment to Credit Agreement made and entered into to be effective December 11, 2000, as further modified by the Fifth Amendment to Credit Agreement made and entered into to be effective July 1, 2002, as further modified by the Sixth Amendment to Credit Agreement made and entered into to be effective October 20, 2003, and as further modified by the Amended and Restated Credit Agreement entered into on June 15, 2006 (collectively the “Credit Agreement”);

II. Borrower has requested that the Stated Maturity Date, as such term is defined in the Note, be extended until June 29, 2011;

III. Borrower executed and delivered to the Bank a Twelfth Amendment and Restatement of the Note of even date herewith;

IV. The Bank has agreed to the extension of the Stated Maturity Date of the Note subject to the provisions of the Note, as amended and restated of even date herewith, and this Modification.

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

Section 1. This Modification shall be limited to this specific transaction and shall not be deemed or construed as consent by the Bank to any other modification of the Credit Agreement, the Note or other loan documents executed in connection therewith (collectively, the “Loan Documents”). This Modification shall only modify the Credit Agreement to the extent provided herein, all other provisions thereof remaining unchanged and in full force and effect.

Section 2. Each reference in the Credit Agreement to the principal balance of the Revolving Loans shall be reduced from $10,000,000.00 to $5,000,000.00.

Section 3. The last sentence of Section 5.6 of the Credit Agreement is deleted and not replaced.

Section 4. The definition of Debt Service Coverage Ratio on Exhibit 1 to the Credit Agreement is deleted and replaced with the following:

3. “Debt Service Coverage Ratio” means the ratio of (a) the sum of Borrower’s net income for a fiscal year before taxes, depreciation, amortization, equity based compensation expense, other-than-temporary investment impairment charges and interest expense, less distributions, dividends and other extraordinary items to (b) the sum of (i) Borrower’s interest expense, and (ii) all principal payments with respect to Indebtedness that were paid or were due and payable by all consolidated entities during the period.

Section 5. The definition of Note on Exhibit 1 to the Credit Agreement is deleted and replaced with the following:

14. “Note” means the Twelfth Amendment and Restate of Note which amends and restates that certain note dated January 25, 1993 as modified by the First Amendment and Restatement dated November 5, 1993; as modified by the Second Amendment and Restatement dated October 19, 1994; as modified by the Third Amendment and Restatement dated July 19, 1995; as modified by the Fourth Amendment and Restatement dated June 4, 1996; as modified by the Fifth Amendment and Restatement dated July 17, 1997; as modified by the Sixth Amendment and Restatement dated September 1, 1998; as modified by the Seventh Amendment and Restatement dated November 24, 1999; as modified by the Eighth Amendment and Restatement dated December 11, 2000; as modified by the Ninth Amendment and Restatement dated July 1, 2002; as modified by the Tenth Amendment and Restatement dated October 20, 2003; as modified by the Eleventh Amendment and Restatement dated June 15, 2006; and as modified by the First Addendum to Eleventh Amendment and Restatement of Note dated September 27, 2007.

Section 6. This Modification shall be governed by and construed in accordance with the laws of the State of Ohio.

Section 7. Ratification of Loan Documents. Except as modified in this Agreement, the Loan Documents are and shall remain in full force and effect. Borrower hereby ratifies, confirms and approves the Loan Documents, as modified herein, and Borrower agrees that the Loan Documents, as so modified, constitute the valid and binding obligations and agreements of Borrower, enforceable by the Bank in accordance with their respective terms.

Section 8. Conditions Precedent. The Bank’s obligations under this Agreement are contingent upon completion of the following requirements to the full satisfaction of the Bank:

8.1.1 payment or reimbursement of all costs and expenses incurred by the Bank in connection with this Modification, including but not limited to attorney’s fees;

8.1.2 delivery to the Bank of an executed copy of this Modification and the Twelfth Amendment and Restatement of Note of even date herewith from Borrower to the Bank; and

8.1.3 Corporate resolution of Borrower authorizing the execution and delivery of this Modification and the Twelfth Amendment and Restatement of Note.

Section 9. THE BANK AND BORROWER ACKNOWLEDGE AND AGREE THAT THERE MAY BE A CONSTITUTIONAL RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY CLAIM, DISPUTE OR LAWSUIT ARISING BETWEEN THEM, BUT THAT SUCH RIGHT MAY BE WAIVED. ACCORDINGLY, THE PARTIES AGREE THAT NOTWITHSTANDING SUCH CONSTITUTIONAL RIGHT, IN THIS COMMERCIAL MATTER THE PARTIES BELIEVE AND AGREE THAT IT SHALL BE IN THEIR BEST INTEREST TO WAIVE SUCH RIGHT, AND, ACCORDINGLY, HEREBY WAIVE SUCH RIGHT TO A JURY TRIAL, AND FURTHER AGREE THAT THE BEST FORUM FOR HEARING ANY CLAIM, DISPUTE OR LAWSUIT, IF ANY, ARISING IN CONNECTION WITH THIS MODIFICATION, ANY LOAN DOCUMENTS OR THE RELATIONSHIP BETWEEN THE BANK AND BORROWER SHALL BE A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY IN FRANKLIN COUNTY, OHIO.

IN WITNESS WHEREOF, the Bank and Borrower have executed this Modification as of the date set forth above.

BANCINSURANCE CORPORATION, an Ohio corporation

By:
Name: Matthew C. Nolan
Title: Chief Financial Officer, Treasurer and
Secretary

FIFTH THIRD BANK, an Ohio banking corporation

By:
Name: William H. Whitley
Title: Vice President

TWELFTH AMENDMENT AND RESTATEMENT OF NOTE

U.S. $5,000,000.00 Columbus, Ohio
June 17, 2010

FOR VALUE RECEIVED, BANCINSURANCE CORPORATION, an Ohio corporation, having an office at 250 East Broad Street, Columbus, Ohio 43215 (“Borrower”), promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation, having an office at 21 East State Street, Columbus, Ohio 43215 (the “Bank”, which term shall include any subsequent holder hereof), at the Bank’s office aforesaid, or at such other place as the Bank may designate, the principal sum of Five Million And 00/100 Dollars ($5,000,000.00), or so much thereof as may be advanced to the undersigned, together with interest on the unrepaid advances of said principal sum from date of disbursement by the Bank and with all other charges herein provided, payable in cash, at the rates and in the manner hereinafter set forth. This Note amends and restates that certain note dated January 25, 1993, as modified by the First Amendment and Restatement dated November 5, 1993; as modified by the Second Amendment and Restatement dated October 19, 1994; as modified by the Third Amendment and Restatement dated July 19, 1995; as modified by the Fourth Amendment and Restatement dated June 4, 1996; as modified by the Fifth Amendment and Restatement dated July 17, 1997; as modified by the Sixth Amendment and Restatement dated September 1, 1998; as modified by the Seventh Amendment and Restatement dated November 24, 1999; as modified by the Eighth Amendment and Restatement dated December 11, 2000; as modified by the Ninth Amendment and Restatement dated July 1, 2002; as modified by the Tenth Amendment and Restatement dated October 20, 2003; as modified by the Eleventh Amendment and Restatement dated June 15, 2006; and as modified by the First Addendum to Eleventh Amendment and Restatement of Note dated September 27, 2007. These amendments and restatements were issued, not as a payment toward, but as a continuation of the obligations of Borrower to the Bank.

This Note represents loans made pursuant to the Bank’s commitment under the Credit Agreement and the terms and conditions set forth in the Credit Agreement shall be considered a part hereof to the same extent as if written herein. Capitalized terms used but not defined in this Note shall have the respective meanings assigned to them in the Credit Agreement.

This Note is a revolving credit subject to the terms, conditions and limitations hereof, of the Credit Agreement and until maturity (whether on the Stated Maturity Date or accelerated maturity), Borrower may borrow and re-borrow from the Bank and the Bank may lend and re-lend to Borrower under this Note and otherwise in accordance with the Credit Agreement such amounts not to exceed $5,000,000.00, as Borrower may at any time and from time to time request upon satisfactory notice to the Bank.

ARTICLE I.
DEFINITIONS

The following terms wherever used in this Note shall have the following meanings:

1.1 “Credit Agreement” shall mean that certain Amended and Restated Credit Agreement dated June 15, 2006 by and between Borrower and the Bank. The Credit Agreement was originally dated January 25, 1993, as modified by the First Amendment to Credit Agreement made and entered into to be effective November 5, 1993, as further modified by the Second Amendment to Credit Agreement made and entered into to be effective October 19, 1994, as further modified by the Third Amendment to Credit Agreement made and entered into to be effective November 24, 1999, as further modified by the Fourth Amendment to Credit Agreement made and entered into to be effective December 11, 2000, as further modified by the Fifth Amendment to Credit Agreement made and entered into to be effective July 1, 2002, as further modified by the Sixth Amendment to Credit Agreement made and entered into to be effective October 20, 2003, as further modified by the Amended and Restated Credit Agreement dated June 15, 2006, as further modified by the First Amendment to Amended and Restated Credit Agreement of even date herewith.

1.2 “Default Rate of Interest” shall mean an interest rate equal to the sum of three percent (3%) per annum plus the applicable rate of interest being charged under the Note prior to default.

1.3 “Event of Default” shall have the meaning set forth in Section 5 of this Note.

1.4 “Indebtedness” means (a) all items (except items of capital stock, of capital surplus, of general contingency reserves or of retained earnings, deferred income taxes, and amount attributable to minority interests, if any) which in accordance with generally accepted accounting principles would be included in determining total liabilities on a consolidated basis as shown on the liability side of a balance sheet as at the date as of which Indebtedness is to be determined, (b) all indebtedness secured by any mortgage, pledge, lien or conditional sale or other title retention agreement to which any property or asset owned or held is subject, whether or not the indebtedness secured thereby will have been assumed (excluding non-capitalized leases which may amount to title retention agreements but including capitalized leases), and (c) all indebtedness of others which Borrower or any Subsidiary has directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), discounted or sold with recourse or agreed (contingently or otherwise) to purchase or repurchase or otherwise acquire, or in respect of which Borrower or any Subsidiary has agreed to apply or advance funds (whether by way of loan, stock purchase, capital contribution or otherwise) or otherwise to become directly or indirectly liable.

1.5 “Interest Period” shall mean a period commencing on the day a LIBO Rate Advance shall be made by the Bank and ending on the date one month thereafter; provided, that (i) any Interest Period with respect to a LIBO Rate Advance that shall commence on the last LIBO Business Day of the calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last LIBO Business Day of the appropriate subsequent calendar month; and (ii) each Interest Period with respect to a LIBO Rate Advance that would otherwise end on a day which is not a LIBO Business Day shall end on the next succeeding LIBO Business Day or, if such next succeeding LIBO Business Day falls in the next succeeding calendar month, on the next preceding LIBO Business Day.

1.6 “LIBO Business Day” shall mean a day which is both a day on which the Bank is open for business and a day on which dealings in U.S. dollar deposits are carried out in the London interbank market.

1.7 “LIBO Rate” shall mean the rate obtained by dividing (1) the actual or estimated per annum rate, or the arithmetic mean of the per annum rates, of interest for deposits in U.S. dollars for the related Interest Period, as determined by the Bank in its discretion based upon information which appears on page LIBOR01, captioned British Bankers Assoc. Interest Settlement Rates, of the Reuters America Network, a service of Reuters America Inc. (or such other page that may replace that page on that service for the purpose of displaying London interbank offered rates; or, if such service ceases to be available or ceases to be used by the Bank, such other reasonably comparable money rate service as the Bank may select) or upon information obtained from any other reasonable procedure, on each date the LIBO Rate is determined; by (2) an amount equal to one minus the stated maximum rate (expressed as a decimal), if any, of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is specified on each date the LIBO Rate is determined by the Board of Governors of the Federal Reserve System (or any successor agency thereto) for determining the maximum reserve requirement with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of such Board) maintained by a member bank of such System, or any other regulations of any governmental authority having jurisdiction with respect thereto, all as conclusively determined by the Bank, such sum to be rounded up, if necessary, to the nearest whole multiple of 1/8th of 1%.

1.8 “LIBO Rate Advance” shall mean any amount borrowed under the Note that bears interest at a rate calculated with reference to the LIBO Rate.

1.9 “Loan Documents” means the Credit Agreement, this Note and every other document or agreement executed by any party evidencing, guarantying or securing any of the Obligations; and “Loan Document” means any one of the Loan Documents.

1.10 “Note” shall mean this Note and any and all renewals, amendments, modifications, reductions and extensions hereof and substitutions herefor.

1.11 “Obligation(s)” means all loans, advances, indebtedness and other obligations of Borrower owed to the Bank and/or its Affiliates of every kind and description whether now existing or hereafter arising including without limitation those owed by Borrower to others and acquired by the Bank by purchase, assignment or otherwise) and whether direct or indirect, primary or as guarantor or surety, absolute or contingent, liquidated or unliquidated, matured or unmatured, whether or not secured by additional collateral, and including without limitation all liabilities obligations and indebtedness arising under this Agreement, the Note and the other Loan Documents. Obligations to perform or forbear from performing acts, all amounts represented by letters of credit now or hereafter issued by the Bank for the benefit of or at the request of Borrower, and all expenses and attorney’s fees incurred by the Bank under this Agreement or any other document or instrument related thereto.

1.12 “Regulatory Requirement” shall mean any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive of any such authority (whether or not having the force of law).

1.13 “Stated Maturity Date” shall mean June 29, 2011.

1.14 “Variable Rate” shall mean a variable rate of interest, which shall equal the LIBO Rate plus two and six tenths percent (L + 2.60%). The Variable Rate shall be adjusted each time there is a change in the LIBO Rate.

ARTICLE II.
PAYMENTS OF PRINCIPAL AND INTEREST

2.1 The unrepaid advances of the principal sum shall bear interest at the Variable Rate. Installments of interest shall be due and payable monthly commencing on the first day of July, 2010 and continuing on the first day of each month thereafter. Principal and interest payments shall be initiated by the Bank in accordance with the terms of this Note from Borrower’s account through BillPayer 2000. Borrower authorizes the Bank to initiate such payments from Borrower’s account located at Fifth Third Bank, routing number 044002161 account no. 75920442. Borrower acknowledges and agrees that use of BillPayer 2000 shall be governed by the BillPayer 2000 Terms and Conditions, a copy of which Borrower acknowledges receipt. Borrower further acknowledges and agrees to maintain payments hereunder through BillPayer 2000 throughout the term of this Note. Each payment hereunder shall be applied first to advanced costs, charges and fees, then to accrued interest, and then principal, which will be repaid in inverse chronological order of maturity.

2.2 In the event that a Regulatory Requirement shall (a) affect the basis of taxation of payments to the Bank of any amounts payable by Borrower for LIBO Rate Advances under this Note (other than taxes imposed on the overall net income of the Bank by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which the Bank has its principal office), or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Bank, or (c) shall impose any other condition, requirement or charge with respect to this Note or the loan (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which the Bank allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing change in external conditions is to increase the actual cost to the Bank of making or maintaining the LIBO Rate Advance, to reduce the actual amount of any sum receivable by the Bank thereon, or to reduce the actual rate of return on the capital of the Bank from the actual cost, sum receivable or rate of return applicable on the date of this Note, then Borrower shall pay to the Bank, from time to time, upon written request of the Bank, additional amounts sufficient to compensate the Bank for such increased cost, reduced sum receivable or reduced rate of return (collectively, “Reduced Earnings”) to the extent the Bank is not compensated therefor in the computation of the interest rates applicable to this Note. A detailed statement as to the amount of such increased cost, reduced sum receivable or reduced rate of return, prepared in good faith and submitted by the Bank to Borrower, shall be conclusive and binding for all purposes, absent manifest error in determination. The Bank shall promptly notify Borrower in writing of any event occurring after the date of this Note that entitles the Bank to additional compensation pursuant to this paragraph. This provision is for the benefit of the Bank and is not intended to increase the yield to the Bank above the rates of interest provided for in this Note. This provision shall survive the payment in full of this Note.

In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive of such authority (whether or not having the force of law), including without limitation exchange controls, shall make it unlawful or impossible for the Bank to maintain any LIBO Rate Advance under this Note, Borrower shall after receipt of written notice thereof from the Bank, repay in full the then outstanding unpaid balance of the principal sum, together with all accrued interest thereon to the date of payment and all amounts due to the Bank under the following paragraph, (i) on the last day of the then current Interest Period applicable to such LIBO Rate Advance, if the Bank may lawfully continue to maintain such LIBO Rate Advance to such day, or (b) immediately, if the Bank may not continue to maintain such LIBO Rate Advance to such day. This provision is for the benefit of the Bank and is not intended to increase the yield to the Bank above the rates of interest provided for in this Note. This paragraph shall apply only as long as such illegality exists. The Bank shall use reasonable, lawful efforts to avoid the impact of such law, treaty, rule or regulation. As an alternative to the repayment obligation provided in this paragraph, Borrower may, at its option, and at the time provided in this paragraph, convert the LIBO Rate Advance to an advance bearing interest at a comparable variable rate selected by the Bank, accompanied by the payment of all accrued interest to the date of conversion and all amounts due to the Bank under the following paragraph.

2.3 All interest payable in accordance with the Note shall be calculated on the unrepaid advances of the principal sum on the basis of the actual number of calendar days elapsed and a year of three hundred sixty (360) days.

2.4 The Indebtedness shall be due and payable in full on the Stated Maturity Date.

2.5 The Bank may apply and allocate any payment against any portion of the Indebtedness then due as the Bank, in its sole discretion, may elect.

ARTICLE III.
LATE CHARGES

3.1 If any payment of principal or interest or both is not paid in full on or before the tenth (10th) day of the calendar month in which it is due, then, in addition to the amount of said payment, there shall be due and payable a late charge for each such payment in the amount of five percent (5%) of such payment, which Borrower agrees is a fair and reasonable charge for costs incurred by the Bank in processing such late payment and is not a penalty.

ARTICLE IV.
PREPAYMENT

4.1 Borrower shall have the right to prepay the unrepaid advances of the principal sum, in whole or in part, from time to time, without premium or penalty.

4.2 Partial prepayments shall not postpone regular payments of interest or principal.

ARTICLE V.
DEFAULT

5.1 The term “Event of Default” shall mean:

(a) any representation or warranty made by Borrower herein or in any of the Loan Documents is incorrect when made or reaffirmed; or

(b) Borrower defaults in the payment of any principal or interest on any Obligation when due and payable, by acceleration or otherwise; or

(c) Borrower fails to observe or perform any covenant, condition or agreement in the Credit Agreement and the failure or inability of Borrower to cure such default within 30 days of the occurrence thereof, provided that such 30 day grace period will not apply to (i) a breach of any covenant which in the Bank’s good faith judgment is incapable of cure, (ii) any failure permit inspection of the books and records of Borrower, (iii) any breach in any negative covenant set forth in Section 5 hereof, or (iv) any breach of any covenant which has already occurred; or

(d) a court enters a decree or order for relief with respect to Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law then in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) for Borrower or for any substantial part of its property, or orders the wind-up or liquidation of the affairs of Borrower; or a petition initiating an involuntary case under any such bankruptcy, insolvency or similar law is filed and is pending for thirty (30) days without dismissal; or

(e) Borrower commences a voluntary case under any applicable bankruptcy, insolvency or other similar law in effect, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as such debts become due, or takes corporate action in furtherance of any of the foregoing; or

(f) Borrower defaults under the terms of any Indebtedness or lease involving payment obligations of Borrower and such default gives any creditor or lessor the right to accelerate the maturity of any such indebtedness or lease payments which right is not contested by Borrower or is determined by any court of competent jurisdiction to be valid; or

(g) final judgment of the payment of money in excess of $25,000 is rendered against Borrower and remains undischarged for 10 days during which execution is not effectively stayed; or

(h) any event occurs which might, in the Bank’s opinion, have a material adverse effect on Borrower’s financial condition, operations, assets or prospects, or on any other property securing the repayment of the Obligations;

(i) a Reportable Event (as defined in ERISA) occurs with respect to any employee benefit plan maintained by Borrower for its employees other than a Reportable Event caused solely by a decrease in employment; or a trustee is appointed by a United States District Court to administer any employee benefit plan; or the Pension Benefit Guaranty Corporation institutes proceedings to terminate any of Borrower’s employee benefit plans.

5.2 Upon the occurrence of any Event of Default, the entire Indebtedness shall thereupon bear interest at the Default Rate of Interest, and at the option of the Bank, all the Indebtedness together with interest thereon at the Default Rate of Interest shall immediately become due and payable, without regard to the Stated Maturity Date, without demand made therefor, and without notice to any person, notice of the exercise of said option being hereby expressly waived, and the Bank shall have all remedies under law and equity to enforce the payment of all of the Indebtedness, time being of the essence in this Note. The Default Rate of Interest shall be charged to Borrower upon the occurrence of any Event of Default notwithstanding any invoices or billing statements sent by the Bank to Borrower indicating an interest rate to the contrary. In addition, any waiver of the Bank’s right to charge the Default Rate of Interest or to declare the Indebtedness immediately due and payable must be made in writing and cannot be waived by oral representation or the submission to Borrower of monthly billing statements.

ARTICLE VI.
MISCELLANEOUS

6.1 The failure of the Bank to exercise any option herein provided upon the occurrence of any Event of Default shall not constitute a waiver of the right to exercise such option in the event of any continuing or subsequent Event of Default. Borrower hereby agrees that the maturity of all or any part of the Indebtedness may be postponed or extended and that any covenants and conditions contained in the Note or in any of the other Loan Documents may be waived or modified without prejudice to the liability of Borrower on the Note or other Loan Documents.

6.2 Borrower hereby authorizes the Bank, in its sole discretion, upon the occurrence of an Event of Default and the expiration of any notice or cure period, to apply all or any portion of the balance of any account maintained by Borrower with the Bank to the payment or reduction, in whole or in part, of any and all the Indebtedness then due, whether by acceleration or otherwise. Upon the occurrence of any Event of Default, the Bank shall have the right to set off all obligations of Borrower to the Bank hereunder, whether matured or unmatured, against all amounts owing to Borrower by the Bank, whether or not then due and payable, and all other funds or property of Borrower on deposit with or otherwise held in the custody of the Bank, all without notice to or demand on Borrower, such notice and demand being hereby waived.

6.3 Presentment for payment, notice of dishonor, protest, notice of protest and diligence in bringing suit against any party hereto are hereby waived by Borrower.

6.4 Borrower hereby waives all relief from any and all appraisement or exemption laws now in force or hereafter enacted.

6.5 The obligations evidenced or created by this Note, as well as all waivers of rights by Borrower contained herein shall effectively bind and be the obligations and waivers of any and all others who may at any time become liable for the payment of all or any part of this Note, including, without limitation, all endorsers and guarantors.

6.6 Nothing herein contained, nor contained in any of the other Loan Documents, shall be construed or so operate as to require Borrower, or any person liable for the payment of the Indebtedness, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. Should any interest or other charges paid by Borrower, or any parties liable for the payment of the Indebtedness, result in the computation or earning of interest in excess of the highest rate permissible under applicable law, then any and all such excess shall be and the same is hereby waived by the Bank, and all such excess shall be automatically credited against and in reduction of the unrepaid advances of the principal sum, and any portion of said excess which exceeds the unrepaid advances of the principal sum shall be paid by the Bank to Borrower and any parties liable for the payment of the Indebtedness, it being the intent of the parties hereto that under no circumstances shall Borrower or any parties liable for the payment of the Indebtedness, be required to pay interest in excess of the highest rate permissible under applicable law. All interest paid or agreed to be paid to the Bank shall, to the extent permitted under applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the Indebtedness, including the period of any renewal or extensions thereof, so that interest thereon for such full period shall not exceed the maximum amount permitted by applicable law.

Notwithstanding anything to the contrary herein contained, in the event that the interest rate to be charged hereunder ever exceeds the highest rate permissible under applicable law, thereby causing the interest accruing on the Indebtedness to be limited to such rate, then any subsequent reduction in the interest rate to which Borrower would otherwise be entitled shall be held in abeyance until the total amount of interest accrued on the Indebtedness equals the amount of interest which would have accrued on the Indebtedness had the interest rate not been limited to the highest rate permissible under applicable law.

6.7 If any provision or any part of any provision contained in the Note shall for any reason be held or deemed to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or remaining part of the affected provision of the Note, and the Note shall be construed as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein and the remaining provisions of the Note shall remain in full force and effect.

6.8 Borrower hereby authorizes any attorney-at-law to appear in any court of record in the State of Ohio or in any other state or territory of the United States at any time after this Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process, and to confess judgment against Borrower in favor of the Bank for the amount due together with interest, expenses, the costs of suit and reasonable counsel fees, and thereupon to release and waive all errors, rights of appeal and stays of execution. Such authority shall not be exhausted by one exercise, but judgment may be confessed from time to time as any sums and/or costs, expenses or reasonable counsel fees shall be due, by filing an original or a photostatic copy of the Note. The attorney-at-law authorized hereby to appear for Borrower may be an attorney-at-law representing the Bank, and Borrower hereby expressly waives any conflict of interest that may exist because of such representation.

6.9 Borrower hereby agrees to pay to the Bank all costs of collecting and securing, and of attempting to collect and to secure the Note, including, without limitation, reasonable attorneys’ fees, appraisers’ fees, court costs, and notice charges, whether such attempt be made by suit, in bankruptcy, or otherwise, and said costs and any other sums due the Bank by virtue of the Loan Documents may be included in any judgment or decree rendered.

6.10 Any notice required or permitted to be given hereunder shall be in writing. If mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, then such notice shall be effective upon its deposit in the mails. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Borrower and the Bank shall be as set forth below; provided however, that either party shall have the right to change such party’s address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ written notice to the other party.

To Borrower: Bancinsurance Corporation

250 East Broad Street Columbus, Ohio 43215
Attention: Matthew C. Nolan, Chief Financial Officer, Treasurer and Secretary
To the Bank:	Fifth Third Bank

21 East State Street
Columbus, Ohio 43215
Attention: William J. Whitley, Vice President

6.11 The Note is a “contract of indebtedness” pursuant to O.R.C. Section 1301.21. The loan evidenced by the Note is a business loan and is not incurred for purposes that are primarily “personal, family or household,” as defined in O.R.C. Section 1301.21.

6.12 The Note was executed and delivered by Borrower at Columbus, Franklin County, Ohio and is to be governed by and construed in accordance with the laws of the State of Ohio. Borrower hereby consents to, and by execution of the Note submits to, the personal jurisdiction of the Court of Common Pleas of Franklin County, Ohio and the United States District Court sitting in Columbus, Ohio, for the purposes of any judicial proceedings which are instituted for the enforcement of this Note. Borrower agrees that venue is proper in either of said courts.

6.13 IMPORTANT NOTICE ABOUT PROCEDURES REQUIRED BY THE USA PATRIOT ACT:

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each entity or person who opens an account or establishes a relationship with the Bank.

What this means: When an entity or person opens an account or establishes a relationship with the Bank, the Bank may ask for the name, address, date of birth, and other information that will allow the Bank to identify the entity or person who opens an account or establishes a relationship with the Bank. the Bank may also ask to see identifying documents for the entity or person.

6.14 THE BANK, BY ACCEPTANCE OF THIS NOTE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE BANK’S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS.

WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE

BANCINSURANCE CORPORATION, an Ohio corporation

By:
Name: Matthew C. Nolan
Title: Chief Financial Officer, Treasurer and
Secretary