EXHIBIT 10.8
SIXTH AMENDMENT TO RESTATED CREDIT AGREEMENT
This Sixth Amendment to Restated Credit Agreement (the "Amendment") is
entered into as of this 26th day of May, 2004, by and between COMERICA BANK, a
Michigan banking corporation ("Bank"), with offices at One Detroit Center, 000
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, and MEADOWBROOK INSURANCE GROUP, INC.,
a Michigan corporation, with offices at 00000 Xxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxx 00000 ("Borrower").
RECITALS:
A. Borrower and Bank entered into a certain Restated Credit Agreement
dated as of September 25, 2002 (as amended from time to time, the "Agreement")
pursuant to which Borrower incurred certain indebtedness and obligations and
granted the Bank certain security for such indebtedness and obligations; and
B. WHEREAS, Borrower and Bank desire to amend the Agreement upon the
following terms and conditions.
NOW THEREFORE, for good and valuable consideration, the parties agree
as follows:
1. DEFINITIONS
1.1 Capitalized terms used herein and not defined to the contrary have
the meanings given them in the Agreement.
2. AMENDMENT TO AGREEMENT
2.1 Section 1 of the Credit Agreement is amended by inserting the
following definitions of "ICONS Obligations" and "ICONS Term Sheet" in
appropriate alphabetical order:
"ICONS Obligations" shall mean the obligations of Borrower as either
the Issuer or Guarantor of the "Securities" as defined in and described
by the ICONS Term Sheet.
"ICONS Term Sheet" means that certain Senior Notes Term Sheet issued by
Xxxxxx Xxxxxxx and Xxxxxxx, Xxxxxxx & Co., delivered to and accepted by
Borrower as of May 26, 2004 (a true copy of which has been delivered to
Bank).
2.2 Section 9.1 of the Credit Agreement is hereby amended by replacing
the period at the end of clause (m) thereof with a semicolon and inserting,
thereafter, the following:
"(n) from and after the closing on and issuance of the "Instrument" as
described in and on terms consistent with the ICONS Term Sheet, the
ICONS Obligations."
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2.3 Section 9.3 of the Agreement is hereby amended and restated in its
entirety as follows:
"9.3 Limitation on Guarantee Obligations. Create, incur, assume or
suffer to exist any Guarantee Obligation except:
(a) pursuant to the Loan Documents;
(b) from and after the closing on and issuance of the "Securities" as
described in and on terms consistent with the Dekania Term Sheet, the
Dekania Obligations;
(c) from and after the closing on and issuance of the "Securities" as
described in and on terms consistent with the Dekania II Term Sheet,
the Dekania II Obligations; and
(d) from and after the closing on and issuance of the "Securities" as
described in and on terms consistent with the ICONS Term Sheet, the
ICONS Obligations."
2.4 Section 10.1(g)of the Agreement is hereby amended and restated in
its entirety as follows:
"(g) default (i) in the payment of any indebtedness for borrowed money
(other than Indebtedness hereunder) of Company or any Subsidiary in
excess of One Hundred Thousand Dollars ($100,000) in the aggregate when
due (whether by acceleration or otherwise) and continuance thereof
beyond any applicable period of cure; (ii) in the payment of any
indebtedness in connection with the Dekania Obligations, the Dekania II
Obligations and/or the ICONS Obligations when due (whether by
acceleration or otherwise) and continuance thereof beyond any
applicable period of cure; or (iii) failure to comply with the terms of
any other obligation of Company or any Subsidiary with respect to any
indebtedness for borrowed money (other than Indebtedness hereunder) in
excess of One Hundred Thousand Dollars ($100,000) in the aggregate,
which with the giving of notice or passage of time or both would permit
the holder or holders thereto to accelerate such other indebtedness for
borrowed money or terminate its commitment thereunder, as applicable;"
3. REPRESENTATIONS
Borrower hereby represents and warrants that:
3.1 Execution, delivery and performance of this Amendment and any other
documents and instruments required under this Amendment are within Borrower's
powers, have been duly authorized, are not in contravention of law or the terms
of Borrower's articles of incorporation/charter, or bylaws, and do not require
the consent or approval of any governmental body, agency, or authority.
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3.2 This Amendment and any other documents and instruments required
under this Amendment or the Agreement, when issued and delivered under this
Amendment or the Agreement, will be valid and binding in accordance with their
terms.
3.3 The continuing representations and warranties of Borrower set forth
in Sections 7.1 through 7.19 of the Agreement are true and correct on and as of
the date hereof with the same force and effect as made on and as of the date
hereof.
3.4 Except as previously disclosed to Bank in writing, no default or
event of default, or condition or event which, with the giving of notice or the
running of time, or both, would constitute a Default or Event of Default under
the Notes or the Agreement, has occurred and is continuing as of the date
hereof.
4. MISCELLANEOUS
4.1 This Amendment may be executed in as many counterparts as Bank and
Borrower deem convenient, and shall become effective upon: (a) delivery to Bank
of all executed counterparts hereof; and (b) delivery to Bank, in form and
substance satisfactory to Bank of each of the documents, instruments and fees
listed on the Checklist attached as Exhibit "A" hereto.
4.2 Borrower and Bank acknowledge and agree that except as specifically
amended hereby, all of the terms and conditions of the Agreement and the Notes
and loan documents related thereto (collectively, the "Loan Documents") remain
in full force and effect in accordance with their original terms.
4.3 Borrower shall pay all of Bank's legal costs and expenses
(including attorneys' fees and expenses) incurred in the negotiation,
preparation and closing hereof, including, without limitation, costs of all lien
searches and financing statement filings.
4.4 Except as specifically set forth herein, nothing set forth in this
Amendment shall constitute, or be interpreted or construed to constitute, a
waiver of any right or remedy of Bank, or of any default or event of default
whether now existing or hereafter arising and whether now known or hereafter
discovered by or disclosed to Bank.
4.5 Bank expressly reserves the right to exercise any or all rights and
remedies provided under the Loan Documents and applicable law except as modified
herein. Bank's failure to immediately exercise such rights and remedies shall
not be construed as a waiver or modification of those rights or an offer of
forbearance.
4.6 Borrower, in every capacity, hereby waives, discharges and forever
releases Bank, Bank's employees, officers, directors, attorneys, stockholders
and successors and assigns, from and of any and all claims, causes of action,
defenses, counterclaims or offsets Borrower may have or may have made which (in
any case) could be based on facts or circumstances known to Borrower as of the
date of this Amendment, against any or all of Bank, Bank's employees, officers,
directors, attorneys, stockholders and successors and assigns.
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IN WITNESS WHEREOF, this Amendment has been executed as of the day
first stated above.
MEADOWBROOK INSURANCE GROUP, INC.,
a Michigan corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Its: President
COMERICA BANK,
a Michigan banking corporation
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
Its: Assistant Vice President
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EXHIBIT "A"
CLOSING CHECKLIST
SIXTH AMENDMENT TO MEADOWBROOK
INSURANCE GROUP, INC.
RESTATED CREDIT AGREEMENT
WITH
COMERICA BANK
MAY 26, 2004
I. AUTHORIZING DOCUMENTS
A. Meadowbrook Insurance Group, Inc.
1. Recertification of Authority Documents
2. Good Standing Certificate (Michigan)
II. LOAN DOCUMENTS
3. Sixth Amendment to Restated Credit Agreement
4. Reaffirmation of Guaranties
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