Exhibit 4.2





Exhibit 4.2




Execution Version




FIFTH THIRD BANK

TERM LOAN NOTE




			
	 	 	 
	$10,000,000.00
	 	October 27, 2010






Bancinsurance Corporation, an Ohio corporation, Fenist, LLC, an Ohio limited liability
company, and Fenist Acquisition Sub, Inc., an Ohio corporation (the “Borrowers”), jointly
and severally promise to pay to the order of Fifth Third Bank (the “Lender”) the aggregate
unpaid principal amount of the Term Loans made by the Lender to the Borrowers pursuant to Section
2.1.2 of the Agreement (as hereinafter defined), in immediately available funds at the main office
of the Lender in Columbus, Ohio, together with interest thereon at the rate or rates set forth in
the Agreement. The Borrowers shall pay the principal of and accrued and unpaid interest on such
Loans as set forth in the Agreement.



The Lender shall, and is hereby authorized to, record by entries made by the Lender into its
electronic data processing system and/or internal memoranda maintained by the Lender, or to
otherwise record in accordance with its usual practice, the date and amount of each such Loan and
the date and amount of each principal and interest payment hereunder. The Borrowers agree that the
sum or sums shown on such schedule, the most recent printout from the Lender’s electronic data
processing system and/or such memoranda shall be rebuttably presumptive evidence of the amount of
the outstanding principal, interest or any other amount due under this Note; provided, however,
that the failure of the Lender to make any such entry(s) shall not affect the obligation of the
Borrowers to repay outstanding principal, interest or any other amount due under this Note in
accordance with the terms hereof.



This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the
Credit Agreement dated as of October 27, 2010 (which, as it may be amended, modified, supplemented,
extended, restated and replaced from time to time, is herein called the “Agreement”), between the
Borrowers and the Lender, to which Agreement reference is hereby made for a statement of the terms
and conditions governing this Note, including the terms and conditions under which this Note may be
prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral
Documents, all as more specifically described in the Agreement, and reference is made thereto for a
statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the Agreement.



The Borrowers hereby irrevocably authorize any attorney-at-law, including any attorney-at-law
employed or retained by the Lender, to appear for it in any action on this Note at any time after
the same becomes due as herein provided in any court of record situated in the county where this
warrant was signed (being Franklin County, Ohio), or in the county where the Borrowers then reside
or can be found, to waive the issuing and service of process, and confess a judgment in favor of
the holder of this Note against the Borrowers, for the amount that may then be due, with interest
at the rate(s) provided for herein, together with the costs of suit, and to waive and release all
errors in said proceedings and the right to appeal from the judgment rendered. The
Borrowers consent to the jurisdiction and venue of such court. The Borrowers


 


 









 





waive any conflict of
interest that any attorney-at-law employed or retained by the Lender may have in confessing
judgment hereunder and consents to the payment of a legal fee to any attorney-at-law confessing
judgment hereunder.





  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	 	FENIST, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

Matthew C. Nolan, Vice President, 
Chief
Financial Officer, Treasurer and Secretary 

250 East Broad Street, 7th Floor 

Columbus, Ohio 43215 

Telephone: (614) 220-5200 

Fax: (614) 228-5552
	 	 	 	 

John S. Sokol, Managing Member

250 East Broad Street, 7th Floor

Columbus, Ohio 43215

Telephone: (614) 220-5200

Fax: (614) 228-5552
	 	 






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.



	 	 	 	 	 
	FENIST ACQUISITION SUB, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

John S. Sokol, President 

250 East Broad Street, 7th Floor 

Columbus, Ohio 43215

Telephone: (614) 220-5200

Fax: (614) 228-5552
	 	 





 


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