exv10w2



 





EXHIBIT 10.2




FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT




     This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of July 2, 2007,
is entered into by and among Hinton G. Davis (“Davis”), HGD Investment Limited Partnership, First
Venture Holdings, LLC, Mary Teresa Davis Tanner, Hinton G. Davis III Grantor Trust (“Grantor
Trust”), and Susan Cheri Davis McMillan (each a “Seller” and collectively the “Sellers”), North
Pointe Holdings Corporation, a Michigan corporation (“NPHC”), and Capital City Acquisition Corp., a
Michigan corporation (the “Buyer”). This Amendment amends that certain Stock Purchase Agreement,
dated May 11, 2007, between Sellers, NPHC and Buyer (the “Agreement”). Capitalized terms used but
not defined in this Amendment shall have the meanings ascribed to them in the Agreement.



RECITALS:




     A. Sellers, NPHC and Buyer entered into the Agreement in order to consummate a transaction
whereby Buyer would purchase from Sellers and Hinton G. Davis III, Trust B (“Trust B”), and Sellers
and Trust B would sell to Buyer, all of the outstanding capital stock of (i) the Group Companies,
and (ii) the Subsidiaries of the Group Companies;



     B. At the time that the Agreement was entered into, the Parties were unaware that Trust B had
previously been required by its terms to distribute the assets thereof to the beneficiary thereof
and to terminate;



     C. The outstanding capital stock of the Group Companies and their Subsidiaries that had
previously been owned by Trust B has been distributed to the beneficiary thereof, who in turn
contributed such capital stock to Grantor Trust so that Grantor Trust now holds all such capital
stock previously held by Trust B; and



     D. The Parties desire to substitute Grantor Trust for Trust B in the Agreement.



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations,
warranties, covenants and agreements contained in this Amendment and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound, the parties hereby agree as follows:



     1. The Agreement is hereby amended to substitute Grantor Trust for Trust B wherever Trust B
appears in the Agreement and in the Exhibits and Disclosure Schedules thereto.



     2. Grantor Trust hereby agrees to be bound by, and shall have all the rights, and shall
observe all the obligations of Trust B pursuant to the original terms and conditions of the
Agreement.



     3. The Sellers, NPHC and Buyer hereby consent to the substitution of Grantor Trust for Trust
B.













 





     4. The language in Section 2.1(b) of the Agreement is hereby deleted in its entirety and
replaced by the following:



     “The consideration (the “Purchase Price”) payable by Buyer for the Shares is Forty
Million Four Hundred Seventy Thousand Dollars ($40,470,000).”



     5. The language in Section 2.3(a)(i) of the Agreement is hereby deleted in its entirety and
replaced by the following:




          “An amount of cash equal to the Purchase Price (minus the Reserve Escrow Amount and the
other deductions as set forth on Exhibit 2.3(a) attached hereto) in immediately
available funds by wire transfer to a bank account of Sellers as designated by Sellers. The
Reserve Escrow Amount shall be paid to the Escrow Agent and the other deductions set forth
on Exhibit 2.3(a) will be paid directly to the Persons indicated on Exhibit
2.3(a) for and on behalf of Sellers.”



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     In witness whereof the undersigned have executed this First Amendment to Stock Purchase
Agreement effective as of the date first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	CAPITAL CITY ACQUISITION CORP.	 	 	 	HGD INVESTMENT LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By: HGD, LLC, General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	James G. Petcoff	 	 	 	 	 	 	 	 
	Title:

	 	President
	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Hinton G. Davis	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	NORTH POINTE HOLDINGS CORPORATION	 	 	 	FIRST VENTURE HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	James G. Petcoff
	 	 	 	Name:
	 	Hinton G. Davis	 	 
	Title:

	 	Chairman and Chief Executive Officer
	 	 	 	Title:
	 	Authorized Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	HINTON G. DAVIS III, TRUST B	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Hinton G. Davis	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Susan Cheri Davis McMillan	 	 	 	 	 	 	 	 
	Title:

	 	Trustee	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Mary Teresa Davis Tanner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	HINTON G. DAVIS III, GRANTOR TRUST	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Susan Cheri Davis McMillan	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Susan Cheri Davis McMillan	 	 	 	 	 	 	 	 
	Title:

	 	Trustee	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Consented to by:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Hinton G. Davis III	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Mary Ellen Davis	 	 	 	 	 	 	 	 






[Signature Page to First Amendment to Stock Purchase Agreement]