SECOND AMENDMENT TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
July 23, 1998 is entered into between ZENITH NATIONAL INSURANCE CORP. (the
"Company"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the
"Bank").
W I T N E S E T H
WHEREAS, the Company and the Bank are parties to that certain Credit
Agreement dated as of July 24, 1997 (as amended, herein called the "Credit
Agreement"; terms used but not otherwise defined herein are used herein as
defined in the Credit Agreement); and
WHEREAS, the Company and the Bank desire to make certain amendments to
the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Company and the Bank hereby agree as follows:
SECTION 1. AMENDMENTS.
Subject to and upon the terms and conditions hereof and in reliance
on the Company's warranties set forth in SECTION 2 below as of the date
hereof the Credit Agreement is amended so that the definition of "Tranche A
Termination Date" contained in Section 1.1 of the Credit Agreement shall be
amended to delete the reference to July 23, 1998 contained therein and
replace it with a reference to July 22, 1999.
SECTION 2. WARRANTIES.
To induce the Bank to enter into this Amendment, the Company warrants
to the Bank as of the date hereof that:
(a) After giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement and the Loan Documents are true
and correct in all material respects on and as of the date hereof (except to
the extent such representations and warranties expressly refer to an earlier
date).
(b) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
(c) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any
Person (including any governmental authority) in order to be effective and
enforceable. The Credit Agreement as modified by this Amendment constitutes the
legal, valid and binding obligation of the Company, enforceable against it in
accordance with the Credit Agreement's terms, without defense, counterclaim or
offset.
SECTION 3. GENERAL.
(a) As hereby modified, the Credit Agreement shall remain in full
force and effect and is hereby ratified, approved and confirmed in all respects.
(b) The Company acknowledges and agrees that the execution and
delivery by the Bank of this Amendment shall not be deemed to create a course of
dealing or otherwise obligate the Bank to execute similar modifications under
the same or similar circumstances in the future.
(c) This Amendment may be executed in any number of counterparts and
by the different parties on separate counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
-2-
Delivered at Chicago, Illinois, as of the date and year first above written.
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Xxxx X. Xxxx
----------------------------------------
Name: XXXX X. XXXX
Title: Managing Director
ZENITH NATIONAL INSURANCE CORP.
By: /s/ Xxxxxxx X. Xxx
----------------------------------------
Name: XXXXXXX X. XXX
Title: CHAIRMAN AND PRESIDENT
-3-
