EXHIBIT 10.31
JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT
THIS JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of February
22, 2006 (this "Agreement"), between North Pointe Holdings Corporation, a
Michigan corporation (the "Company"), and NP Capital Trust I, a statutory trust
created under the laws of the State of Delaware (the "Trust"), relating to the
Junior Subordinated Notes due 2036 (the "Notes"), issuable pursuant to an
Indenture, dated the Closing Date (as defined in the Purchase Agreement
identified below), between the Company and LaSalle Bank National Association, as
Trustee (the "Indenture"). Capitalized terms used herein and not otherwise
defined herein have the respective meanings ascribed thereto in the Purchase
Agreement (as defined below).
WHEREAS, the Company, the Trust and the Purchaser named therein have
entered into a Purchase Agreement, dated February 22, 2006 (the "Purchase
Agreement"), in connection with the issuance and sale of Preferred Securities
(liquidation amount of $1,000 per security) (the "Preferred Securities") by the
Trust; and
WHEREAS, the Company and the Trust have entered into a Common
Securities Subscription Agreement, dated the Closing Date (the "Common
Securities Subscription Agreement"), in connection with the issuance and sale of
common securities (liquidation amount of $1,000 per security) (the "Common
Securities") by the Trust; and
WHEREAS, in connection with the Purchase Agreement and the Common
Securities Subscription Agreement and the issuance and sale of the Preferred
Securities and the Common Securities, respectively, pursuant thereto, the Trust
desires to purchase from the Company, and the Company desires to sell to the
Trust, all of the Notes.
NOW, THEREFORE, in consideration of the foregoing premises and the
conditions and agreements hereinafter set forth, the parties hereto agree as
follows:
1. The Trust hereby offers to purchase from the Company, and the
Company hereby accepts such offer and agrees to issue and sell to the Trust,
contemporaneous with the Closing Date, Twenty Million Six Hundred Twenty
Thousand Dollars ($20,620,000) aggregate principal amount of Notes, in
consideration of the payment on or before the date hereof of Twenty Million Six
Hundred Twenty Thousand Dollars ($20,620,000)in immediately available funds.
2. The Company represents and warrants that the Notes have been
duly authorized and executed by the Company, and, when duly authenticated and
delivered to the Trust in accordance with the terms hereof and of the Indenture,
will constitute the valid and binding obligations of the Company entitled to the
benefits of the Indenture, enforceable against the Company in accordance with
their terms, except to the extent that enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally or by general principles of equity
(regardless of whether considered in a proceeding in equity or at law).
3. This Agreement and the rights and obligations of each of the
parties hereto shall be construed and enforced in accordance with and governed
by the laws of the State of New
York without reference to its conflict of laws provisions (other than Section
5-1401 of the General Obligations Law).
4. ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY
HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR
REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW
YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK
(IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND
COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT.
5. This Agreement may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
NORTH POINTE HOLDINGS CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman, President and Chief Executive
Officer
NP CAPITAL TRUST I
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Administrative Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Administrative Trustee