exv4w2



 





EXHIBT 4.2




REVOLVING CREDIT NOTE




			
	$10,500,000
	 	July 2, 2007






     On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, North Pointe Holdings Corporation,
a Michigan corporation (“Company”) promises to pay to the order of Fifth Third Bank (“Bank”) care
of Comerica Bank, as Agent, at 500 Woodward Avenue, Detroit, MI 48226, in lawful money of the
United States of America, the sum of Ten Million Five Hundred Thousand Dollars ($10,500,000), or so
much of said sum as may from time to time have been advanced and then be outstanding hereunder
pursuant to the Second Amended and Restated Credit Agreement dated as of June 30, 2006, made by and
among the Company, certain banks, including the Bank, and Comerica Bank as Agent for such banks, as
the same may be amended from time to time (the “Agreement”), together with interest thereon as
hereinafter set forth.



     Each of the Advances made hereunder shall bear interest at the Applicable Interest Rate from
time to time applicable thereto under the Agreement or as otherwise determined thereunder, and
interest shall be computed, assessed and payable as set forth in the Agreement.



     This Note is a note under which advances (including refundings and conversions), repayments
and readvances may be made from time to time, but only in accordance with the terms and conditions
of the Agreement. This Note evidences borrowings under, is subject to, is secured in accordance
with, and may be accelerated or matured under, the terms of the Agreement, to which reference is
hereby made. Definitions and terms of the Agreement are hereby incorporated by reference herein.



     This Note shall be interpreted and the rights of the parties hereunder shall be determined
under the laws of, and enforceable in, the State of Michigan.



     Company hereby waives presentment for payment, demand, protest and notice of dishonor and
nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of
any extension, indulgence, release, or forbearance granted by any holder of this Note to any party
now or hereafter liable hereon or any present or subsequent owner of any property, real or
personal, which is now or hereafter security for this Note.



     Nothing herein shall limit any right granted Bank by any other instrument or by law.



     This Note amends, restates, supersedes, replaces and increases that certain Revolving Credit
Note dated as of June 30, 2006, made in the principal amount of Seven Million Five Hundred Thousand
Dollars ($7,500,000) by Company payable to Bank, and the initial Advance(s) under this Note shall
be deemed first applied, to the extent necessary, to repay the existing indebtedness of Company to
Bank under said Note; provided, however, the execution and delivery by Company of this Note shall
not, in any manner or circumstance, be deemed to be a novation of or to have terminated,
extinguished or discharged any of Company’s indebtedness



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evidenced by said Note, all of which indebtedness shall continue under and shall hereinafter
be evidenced and governed by this Note.




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	 	 	NORTH POINTE HOLDINGS

CORPORATION, a Michigan corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 
Its:
	 	James G. Petcoff

Chairman and Chief Executive Officer






[SIGNATURE PAGE TO REVOLVING CREDIT NOTE (FIFTH THIRD BANK)]