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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
agr
