BY AND BETWEENGuarantee Agreement • November 13th, 2003 • Bancinsurance Corp • Fire, marine & casualty insurance • New York
BANCINSURANCE CORPORATION, AS ISSUER INDENTURE DATED AS OF SEPTEMBER 30, 2003 JPMORGAN CHASE BANK, AS TRUSTEEIndenture • November 13th, 2003 • Bancinsurance Corp • Fire, marine & casualty insurance • New York
EXHIBIT 4(a) SIXTH AMENDMENT TO CREDIT AGREEMENT This Sixth Amendment to the Credit Agreement (the "Amendment") is entered as of this 20th day of October, 2003, by and between FIFTH THIRD BANK, CENTRAL OHIO, an Ohio banking corporation (the "Bank"),...Credit Agreement • November 13th, 2003 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
EXHIBIT 4(d) THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to the Credit Agreement (the "Amendment") is entered as of this 24th day of November, 1999, by and between FIFTH THIRD BANK, CENTRAL OHIO, an Ohio banking corporation (the "Bank")...Credit Agreement • March 21st, 2002 • Bancinsurance Corp • Fire, marine & casualty insurance
BANCINSURANCE CORPORATION, AS ISSUER INDENTURE DATED AS OF DECEMBER 4, 2002 STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, AS TRUSTEEIndenture • March 25th, 2003 • Bancinsurance Corp • Fire, marine & casualty insurance • New York
EXHIBIT 4(h) DECLARATION OF TRUST This DECLARATION OF TRUST is made this 4th day of November, 2002 (this "Declaration of Trust"), by and among (i) Bancinsurance Corporation, an Ohio corporation (the "Depositor"), (ii) State Street Bank and Trust...Declaration of Trust • March 25th, 2003 • Bancinsurance Corp • Fire, marine & casualty insurance
EXHIBIT 4(f) FIFTH AMENDMENT TO CREDIT AGREEMENT ---------------- This Fifth Amendment to the Credit Agreement (the "Amendment") is entered as of this 1st day of July, 2002, by and between FIFTH THIRD BANK, CENTRAL OHIO, an Ohio banking corporation...Credit Agreement • October 30th, 2002 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
EXHIBIT 4(a) CREDIT AGREEMENT This Credit Agreement is entered into as of the 25th day of January, 1993, by and between BANCINSURANCE CORPORATION, an Ohio corporation ("Borrower") and THE FIFTH THIRD BANK OF COLUMBUS, an Ohio banking corporation...Credit Agreement • March 21st, 2002 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
EXHIBIT 21 -- SUBSIDIARIES OF THE COMPANYExhibit • March 30th, 2001 • Bancinsurance Corp • Fire, marine & casualty insurance
EXHIBIT 4(b) FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to the Credit Agreement (the "Amendment") is entered as of this 5th day of November, 1993, by and between THE FIFTH THIRD BANK OF COLUMBUS, an Ohio banking corporation (the "Bank*)...Credit Agreement • March 21st, 2002 • Bancinsurance Corp • Fire, marine & casualty insurance
WITNESSETH:Employment Agreement • May 15th, 2002 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 23rd, 1999 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
EXHIBIT 13(a) ----------------------------------------------------------------- -------------------------------------------------------------------Consolidated Balance Sheets • March 21st, 2002 • Bancinsurance Corp • Fire, marine & casualty insurance
UNDERTAKING AGREEMENTUndertaking Agreement • April 15th, 2005 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This Undertaking Agreement (“Agreement”) is entered into as of April 14, 2005, between Bancinsurance Corporation, an Ohio corporation (the “Company”) and John S. Sokol (“Sokol”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 12th, 2010 • Bancinsurance Corp • Fire, marine & casualty insurance
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the Proposing Persons agree to the joint filing on behalf of each of them of a Schedule 13D (including amendments thereto) with respect to the Common Stock of Bancinsurance Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
100% BIC MANAGEMENT, INC. (A Cost Containment Provider) -----------------------------Exhibit 21 - Subsidiaries of the Company • March 16th, 2000 • Bancinsurance Corp • Fire, marine & casualty insurance
BANCINSURANCE CORPORATION 2002 STOCK INCENTIVE PLANStock Incentive Agreement • June 6th, 2006 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This Agreement describes the type of Award that you have been granted and the conditions that must be met before you may realize the value associated with your Award. To ensure you fully understand these terms and conditions, you should:
SPLIT DOLLAR INSURANCE AGREEMENTSplit Dollar Insurance Agreement • March 5th, 2008 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This Agreement is entered into at Columbus, Ohio, this 20th day of June, 1994, between BANCINSURANCE CORPORATION, a corporation organized and existing under the laws of the State of Ohio (hereinafter called “Employer”), and FIFTH THIRD BANK OF COLUMBUS, as Trustee of the Si and Barbara K. Sokol Irrevocable Trust dated May 6, 1994 (hereinafter called “Trust”).
UNDERTAKING AGREEMENTUndertaking Agreement • November 13th, 2007 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This Undertaking Agreement (“Agreement”) is entered into as of November 12, 2007, between Bancinsurance Corporation, an Ohio corporation (the “Company”), and [ ] (the “Executive”).
THE MIDLAND BUILDINGLease • August 20th, 2008 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
THIS LEASE made as of this 11th day of August, 2008 (this “Lease”) between 250 East Broad Street Properties, LLC, (“Landlord”), and Ohio Indemnity Company, an Ohio Corporation, whose address is 250 East Broad Street, Columbus, OH 43215 (“Tenant”).
UNDERTAKING AGREEMENTUndertaking Agreement • April 15th, 2005 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This Undertaking Agreement (“Agreement”) is entered into as of April 14, 2005, between Bancinsurance Corporation, an Ohio corporation (the “Company”) and Sally J. Cress (“Cress”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 4th, 2007 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
Bancinsurance Corporation (“we” or “us”) hereby grants to you restricted shares (“Restricted Stock”) of our Stock (“Shares”), subject to the terms and conditions described in the Bancinsurance Corporation 2002 Stock Incentive Plan, as amended (the “Plan”), and this Restricted Stock Award Agreement (this “Award Agreement”).
FIFTH THIRD BANK TERM LOAN NOTETerm Loan Note • October 28th, 2010 • Bancinsurance Corp • Fire, marine & casualty insurance
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.
SPLIT DOLLAR INSURANCE AGREEMENT COLLATERAL ASSIGNMENTSplit Dollar Insurance Agreement • March 5th, 2008 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This agreement made this 21st day of June, 1994, by and between BANCINSURANCE CORPORATION, an Ohio corporation, (hereinafter called “Corporation”) and FIFTH THIRD BANK OF COLUMBUS, Trustee of the Si and Barbara K. Sokol Irrevocable Life Insurance Trust dated May 6, 1994, (hereinafter called “Trust”).
CREDIT AGREEMENT Dated as of October 27, 2010 among BANCINSURANCE CORPORATION, FENIST, LLC AND FENIST ACQUISITION SUB, INC. “as Borrowers” and FIFTH THIRD BANK “as Lender”Credit Agreement • October 28th, 2010 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This Credit Agreement, dated as of October 27, 2010 is by and among Bancinsurance Corporation, an Ohio corporation (“Bancinsurance”), Fenist, LLC, an Ohio limited liability company (“Fenist”), Fenist Acquisition Sub, Inc., an Ohio corporation (“FASI”, together with Bancinsurance and Fenist, “Borrowers” or individually, “Borrower”), and Fifth Third Bank, an Ohio banking corporation.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 28th, 2010 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of October 27, 2010 by Bancinsurance Corporation, an Ohio corporation (the “Pledgor”), in favor of Fifth Third Bank, an Ohio banking corporation (the “Bank”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 7th, 2006 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of the 31st day of August, 2006, is entered into by and among A.L.P. ACQUISITION CO., INC., an Ohio corporation (“Purchaser”), and BANCINSURANCE CORPORATION, an Ohio corporation (“Seller”).
ELEVENTH AMENDMENT AND RESTATEMENT OF NOTENote • June 16th, 2006 • Bancinsurance Corp • Fire, marine & casualty insurance
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.
CONTINUING SECURITY AGREEMENTContinuing Security Agreement • October 28th, 2010 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This CONTINUING SECURITY AGREEMENT is entered into as of October 27, 2010 by and between , an Ohio , having its principal office at 250 East Broad Street, Columbus, Ohio 43215 (the “Debtor”), and Fifth Third Bank, having its principal office at 21 East State Street, Columbus, Ohio 43215 (the “Bank”).
FIRST MODIFICATION OF AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 18th, 2010 • Bancinsurance Corp • Fire, marine & casualty insurance
THIS FIRST MODIFICATION OF AMENDED AND RESTATED CREDIT AGREEMENT (this “Modification”) is made and entered into to be effective the 17th 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.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 16th, 2006 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This Amended and Restated Credit Agreement is entered into as of the 15th day of June, 2006, by and between BANCINSURANCE CORPORATION, an Ohio corporation (“Borrower”) and FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”). This Agreement is an amendment and restatement of that certain Credit Agreement between Borrower and the Bank 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, and as further modified by the Sixth Amendment
FIRST AMENDMENT TO UNDERTAKING AGREEMENTUndertaking Agreement • October 21st, 2005 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
THIS FIRST AMENDMENT TO UNDERTAKING AGREEMENT (this “First Amendment”), is entered into as of October 17, 2005 between Bancinsurance Corporation, an Ohio corporation (the “Company”), and Sally J. Cress (“Cress”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 9th, 2010 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 10, 2010, by and among Fenist, LLC, an Ohio limited liability company (“Parent”), Fenist Acquisition Sub, Inc., an Ohio corporation (“Merger Sub”) and Bancinsurance Corporation, an Ohio corporation (the “Company”).
FIFTH THIRD BANK REVOLVING LOAN NOTERevolving Loan Note • October 28th, 2010 • Bancinsurance Corp • Fire, marine & casualty insurance
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.
