EXHIBIT 10.9
AMENDMENT NO. 1 TO AMENDED AND RESTATED
CREDIT AGREEMENT AND TERM NOTES
This Amendment No. 1 to Amended and Restated Credit Agreement
("Amendment") dated as of March 31, 2004 by and among the lenders signatories
hereto ("Banks"), Comerica Bank as agent for the Banks (in such capacity,
"Agent"), and North Pointe Holdings Corporation, a Michigan corporation
("Company").
RECITALS
A. Company and Banks entered into that certain Amended and Restated
Credit Agreement dated as of January 26, 2004 ("Agreement"). In connection with
the Agreement, Company executed and delivered to the Banks the Term Notes (as
defined in the Agreement).
B. The parties desire to amend the Agreement and the Term Notes.
NOW, THEREFORE, the parties agree that the Agreement and the Term
Notes are amended as follows:
1. Sections 3.2 of the Agreement is amended to read in its entirety
as follows:
"3.2 Repayment. The Indebtedness represented by the Term Notes
shall be repaid in equal quarterly principal installments each in
the amount of Six Hundred Thousand Dollars ($600,000), plus accrued
interest as provided in Section 3.4. Such payments shall commence on
March 31, 2004, and shall continue on the fifteenth day of each
June, September, December and March thereafter, until the Term Loan
Maturity Date, when the entire unpaid principal balance of such
Indebtedness and accrued interest thereon, shall be due and payable
in full."
2. The second sentence of Section 3.4 is amended to read in its
entirety as follows:
"With respect to any portion of the Term Loan with respect to
which the Applicable Interest Rate is the Prime-based Rate, interest
shall be payable on March 31, 2004 and thereafter quarterly on the
fifteenth day of each March, June, September and December,
commencing on June 15, 2004, and at maturity (whether by
acceleration or otherwise)."
3. The Term Notes are amended to provide that quarterly payments
shall commence on March 31, 2004 and continue on the fifteenth day of each June,
September, December and March thereafter.
4. Company hereby represents and warrants that, after giving effect
to the amendments contained herein, (a) execution, delivery and performance of
this Amendment and any other documents and instruments required under this
Amendment or the Agreement are within Company's powers, have been duly
authorized, are not in contravention of law or the
terms of the Company's Articles of Incorporation or Bylaws and do not require
the consent or approval of any governmental body, agency, or authority; and this
Amendment and any other documents and instruments required under this Amendment
or the Agreement, will be valid and binding in accordance with their terms; (b)
the representations and warranties of Company set forth in Sections 5.1 through
5.6 and 5.8 through 5.21 of the Agreement are true and correct in all material
respects on and as of the date hereof with the same force and effect as if made
on and as of the date hereof; (c) the representations and warranties of Company
set forth in Section 5.7 of the Agreement are true and correct in all material
respects as of the date hereof with respect to the most recent financial
statements famished to the Bank by Company in accordance with Section 6.1 of the
Agreement; and (d) no Event of Default, or condition or event which, with the
giving of notice or the running of time, or both, would constitute an Event of
Default under the Agreement, has occurred and is continuing as of the date
hereof.
5. This Amendment shall be effective upon (a) execution hereof by
Company, Agent and the Banks and (b) execution by the Guarantors of a
reaffirmation of Guaranty in the form attached hereto as Exhibit A.
6. This Amendment may be signed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.
7. Capitalized terms not defined herein shall have the meanings
given to them in the Agreement
WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK, AS AGENT NORTH POINTE HOLDINGS CORPORATION
By: /s/ Xxxxx Xxxxxx By: /s/ B. Xxxxxxx Xxxxxxx
--------------------------- -------------------------------
Assistant
Its: Vice President Its: Secretary
-------------------------------
BANKS: COMERICA BANK
By: /s/ Xxxxxx Xxx
-------------------------------
Its: Vice President
2
FIFTH THIRD BANK
By: /s/ Xxxx Xxxx
-----------------------------
Its: V.P.
BANK ONE N.A.
By: _____________________________
Its: ____________________________
FIFTH THIRD BANK
By: _____________________________
Its: ____________________________
BANK ONE N.A.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Its: EVP
EXHIBIT A
The undersigned previously executed and delivered to Comerica Bank,
as Agent, Guaranty agreements dated January 26, 2004 ("Guaranties") with respect
to the obligations and liabilities of North Pointe Holdings Corporation
("Borrower") to Comerica Bank; Fifth Third Bank and Bank One N.A. The
undersigned acknowledge the foregoing amendment to the Amended and Restated
Credit Agreement dated January 26, 2004 between Borrower, Comerica Bank as Agent
and the lenders party to the Credit Agreement. The undersigned acknowledge and
agree that the Guaranties remain in full force and effect in accordance with
their respective terms and that the undersigned have no defense or setoff to
their respective obligations under the Guaranties.
Dated: March 31, 2004 NORTH POINTE FINANCIAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Its: President
N.P. PREMIUM FINANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Its: President
/s/ Xxxxx X. Xxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxx
/s/ B. Xxxxxxx Xxxxxxx
-------------------------------------
B. Xxxxxxx Xxxxxxx
