EXHIBIT 10.37
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment"), is
made on this 28th day of December, 2005, by and between MEADOWBROOK INSURANCE
GROUP, INC. (the "Company"), and LASALLE BANK MIDWEST NATIONAL ASSOCIATION, a
national banking association (the "Lender"), and is based upon the following:
Recitals
A. Company executed and delivered to Lender's predecessor-in-interest,
Standard Federal Bank National Association, a certain Revolving Note (the
"Promissory Note"), a certain Credit Agreement (the "Credit Agreement") and
other related documents (together with the Promissory Note and the Credit
Agreement, collectively, the "Loan Documents"), each dated as of November 12,
2004, evidencing, securing or relating to a certain revolving loan from Lender
to Company in an amount not to exceed Twenty-Five Million and 00/100 Dollars
($25,000,000.00) (the "Loan").
B. On or about May 20, 2005, Company executed and delivered to Lender a
certain Amendment to Credit Agreement (the "First Amendment"), modifying the
financial covenants applicable to the Loan.
C. On or about September 8, 2005, Company executed and delivered to
Lender a certain Second Amendment to Credit Agreement (the "Second Amendment"),
further modifying the Loan Documents.
D. Company and Lender desire to amend the terms of the Loan Documents,
as more particularly provided herein.
E. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Loan Documents.
Agreement
Now, therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by each of Lender and Company and
further, in consideration of the mutual covenants, promises, and agreements and
subject to the terms, provisions, and conditions contained herein, the parties
hereto hereby agree as follows:
1. Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended by
replacing the current definition of "Hedging Obligation" with the
following:
Hedging Obligation means, with respect to any Person,
any liability of such Person under any Hedging Agreement.
(b) Section 1.1 of the Credit Agreement is hereby further
amended by removing the last sentence of the definition of "Subsidiary"
so that the definition reads as follows:
Subsidiary means, with respect to any Person, a
corporation, partnership, limited liability company or other
entity of which such Person owns, directly or indirectly, such
number of outstanding Capital Securities as have more than 50%
of the ordinary voting power for the election of directors or
other managers of such corporation, partnership, limited
liability company or other entity. Unless the context
otherwise requires, each reference to Subsidiaries herein
shall be a reference to Subsidiaries of the Company.
2. Loan Documents.
(a) Except as specifically modified or amended by the First
Amendment, Second Amendment or this Third 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.
(b) The Loan Documents are hereby ratified and affirmed by
Company and shall remain in full force and effect as modified herein.
Any property or rights to or interests in property granted as security
in the Loan Documents shall remain as security for the Loan and the
obligations of Company in the Loan Documents.
3. Company's Representations and Warranties.
(a) No default, event of default or event of acceleration
under any of the Loan Documents, as modified herein, nor any event,
that, with the giving of notice or the passage of time or both, would
be a default, an event of default or event of acceleration under the
Loan Documents, as modified herein, has occurred and is continuing.
(b) There has been no material adverse change in the financial
condition of Company or any other person whose financial statement has
been delivered to Lender in connection with the Loan from the most
recent financial statements received by Lender.
(c) Each and all representations and warranties of Company in
the Loan Documents are accurate on the date hereof, continue to be
satisfied in all respects and are valid and binding obligations with
the same force and effect as if entirely restated in this Third
Amendment.
(d) Company has no claims, counterclaims, defenses or set-offs
with respect to the Loan or the Loan Documents, as modified herein.
(e) The Loan Documents, as modified herein, are the legal,
valid and binding obligations of Company, enforceable against Company
in accordance with their terms.
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5. Company's Covenants. Company covenants with Lender:
(a) Company shall execute, deliver and provide to Lender such
additional agreements, documents and instruments as are reasonably
required by Lender to effectuate the intent of this Third Amendment.
(b) Contemporaneously with the execution and delivery of this
Third Amendment, Company has paid to Lender:
(i) All accrued and unpaid interest under the
Promissory Note and all amounts, other than interest and
principal, due and payable by Company under the Loan Documents
as of the date hereof.
(ii) All the external costs and expenses incurred by
Lender in connection with this Third Amendment (including,
without limitation, outside attorneys and appraisal, appraisal
review, processing, title, filing and recording costs,
expenses and fees).
6. Miscellaneous.
(a) Lender shall not be bound by this Third Amendment until
(i) Lender has executed and delivered this Third Amendment, and (ii)
Company has performed all of the obligations of Company under this
Third Amendment to be performed contemporaneously with the execution
and delivery of this Third Amendment.
(b) This Third Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective
representatives, successors, and assigns; provided, however, that
Company may not assign any of its rights or delegate any of its
obligations under the Loan Documents and any purported assignment or
delegation shall be void.
(c) The invalidity or unenforceability of a particular
provision of this Third Amendment shall not affect the other provisions
hereof, and this Third Amendment shall be construed in all respects as
if such invalid or unenforceable provision were omitted.
(d) The Loan Documents, as modified herein, contain the
complete understanding and agreement of Company and Lender in respect
of the Loan and supersede all prior representations, warranties,
agreements, arrangements, understandings and negotiations. No provision
of the Loan Documents, as modified herein, may be changed, discharged,
supplemented, terminated or waived except in a writing signed by the
parties thereto.
(e) This Third Amendment shall be governed by and construed in
accordance with the laws of the State of Michigan, without giving
effect to conflicts of law principles that would require the
application of the laws of another state.
(f) This Third Amendment shall be deemed controlling in the
event of any inconsistency, ambiguity or conflict between the terms of
this Third Amendment and the terms contained in the Promissory Note,
the Credit Agreement and the Loan Documents.
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(g) This Third Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same document. Signature
pages may be detached from the counterparts and attached to a single
copy of this Third Amendment to physically form one document.
[Remainder of Page Intentionally Left Blank]
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The undersigned have executed this Third Amendment on the date first
above written.
COMPANY:
MEADOWBROOK INSURANCE GROUP, INC.
/s/ Karen M. Spaun
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By: Karen M. Spaun
Its: Sr Vice President & CFO
LENDER:
LASALLE BANK MIDWEST NATIONAL ASSOCIATION,
a national banking association
/s/ Laura M. Kalil
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By: Laura M. Kalil
Its: First Vice President
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