exv10w2



 





EXHIBIT 10.2




FIRST AMENDMENT TO PROMISSORY NOTE 




     THIS FIRST AMENDMENT TO PROMISSORY NOTE (“First Amendment”), is made on this 10th day
of April, 2007, by Meadowbrook Insurance Group, Inc. (the “Borrower”) and LaSalle Bank
Midwest National Association, a national banking association (the “Lender”), and is based
upon the following:



     A. Borrower executed and delivered to Lender’s predecessor-in-interest, Standard Federal Bank
National Association, a certain Revolving Note dated November 12, 2004 (the “Promissory
Note”), and other documents (the “Loan Documents”), evidencing, securing or relating to
that certain Revolving Loan (the “Loan”) in the original principal sum of Twenty-Five
Million and 00/100 Dollars ($25,000,000.00).



     B. Lender and Borrower desire to amend the terms of the Promissory Note and Loan Documents to
(i) extend the Revolving Loan Maturity Date set forth in the Promissory Note from November 1, 2007
until September 30, 2010, and (ii) increase the principal amount available under the Promissory
Note from $25,000,000 to $35,000,000, all as more particularly provided herein.



     C. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in
the Promissory Note.



     Now, therefore, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged by each of Lender and Borrower, and further, in consideration of the mutual
covenants, promises, and agreements and subject to the terms, provisions, and conditions contained
herein, the parties agree as follows:



     1. Promissory Note.



          (a) The Revolving Loan Maturity Date set forth in the Promissory Note shall be extended from
November 1, 2007 until September 30, 2010, when all outstanding principal and interest and such
other obligations required by the Loan Documents shall be payable in full.



          (b) The reference to “TWENTY-FIVE MILLION and 00/100 DOLLARS ($25,000,000.00)” in the
Promissory Note is hereby deleted in its entirety and replaced with “THIRTY-FIVE MILLION and 00/100
DOLLARS ($35,000,000.00)”.



          (c) Except as specifically modified or amended by this First Amendment, the Promissory Note,
and all of the terms, covenants, conditions, and provisions thereof, are hereby ratified and
confirmed in their entirety and shall remain in full force and effect.



     2. Loan Documents.



          (a) The Loan Documents, which include any and all documents executed or delivered by Borrower
in connection with the Line of Credit, whether executed or delivered prior to, contemporaneously or
subsequent to the making of the Line of Credit, are hereby amended so that
any reference to the Promissory Note, wherever it appears in the Loan Documents shall be deemed to
also refer to this First Amendment.



 









 





          (b) Except as specifically modified or amended by this First Amendment, the Loan Documents,
and all of the terms, covenants, conditions, and provisions thereof, are hereby ratified and
confirmed in their entirety and shall remain in full force and effect.



     3. Miscellaneous.



          (a) This First Amendment shall be binding upon and shall inure to the benefit of the parties
hereby and their respective representatives, successors, and assigns.



          (b) The invalidity or unenforceability of a particular provision of this First Amendment shall
not affect the other provisions hereof, and this First Amendment shall be construed in all respects
as if such invalid or unenforceable provision were omitted.



     The undersigned have executed this First Amendment to Promissory Note on the date first above
written.



	 	 	 	 	 
	 	BORROWER:



MEADOWBROOK INSURANCE GROUP, INC.

 	 
	 	By:  	/s/ Karen Spaun
 	 
	 	 	Karen Spaun 	 
	 	 	Its: Sr. VP, Treasurer & CFO