WAIVER AND AMENDMENT NO. 3
This Waiver and Amendment No. 3 dated as of August 30, 1999 (the
"Waiver and Amendment") to the Restated Revolving Credit Agreement dated as of
July 10, 1996, as amended by that certain Waiver and Amendment No.1 dated as of
September 30, 1997, and that certain Waiver and Amendment No. 2 dated as of
February 10, 1999 (the "Credit Agreement") between AMWEST INSURANCE GROUP, INC.
(the"Borrower") and UNION BANK OF CALIFORNIA, N.A. (the"Bank") is entered into
between Borrower and Bank.
WHEREAS, the Borrower desires, and the Bank is willing upon the terms
and conditions hereinafter set forth, to
(a) amend the Section 1.1 definition of Maturity Date;
(b) waive compliance with Section 2.12 Mandatory Commitment
Reductions, as amended, for the September 30, 1999 Revolving Commitment
Reduction Date, and
(c) amend the Credit Agreement to: modify Section 2.12 Mandatory
Commitment Reductions.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:
1. Amendment to Section 1.1 Definitions. The definition of
Maturity Date in Section 1.1 is hereby amended to read: "Maturity Date means
September 30, 2003."
2. Waiver of Section 2.12 of the Credit Agreement. The Bank hereby
waives compliance with Section 2.12 Mandatory Commitment Reductions for the
September 30, 1999 Revolving Commitment Reduction Date provided that the
provisions of Section 2 following remain in full force and effect.
3. Amendment to Section 2.12 of the Credit Agreement. Delete the table
contained in Section 2.12 Mandatory Commitment Reductions as amended in its
entirety and replace it with the following table:
Revolving Commitment
Commitment Reduction Date Reduction
September 30, 1999 $0
September 30, 2000 $0
September 30, 2001 $5,000,000
September 30, 2002 $5,000,000
September 30, 2003 $5,000,000
4. Representations and Warranties. The Borrower represents and
warrants to the Borrower that:
(a) before and after giving effect to this Amendment, the
representations and warranties set forth in Article I I I of the Credit
Agreement are true and correct in all material respects with the same effect as
if made on the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date.
(b) before and after giving effect to this Amendment, no
Event of Default or Default has occurred and is continuing.
5. Conditions to Effectiveness. This Amendment shall become effective
as of the date first written above when the Bank shall have received executed
originals of the following:
(a) the counterpart of this Amendment that bears the
signature of the Borrower, and (b) such other documents,
certificates, opinions and instruments in connection with
this Amendment
No. 3 as shall be reasonably requested by the Bank.
6. Expenses. The Borrower agrees to reimburse the Bank for its
out-of-pocket expenses in connection with the Amendment.
7. Applicable Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of California.
8. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one contract.
9. Credit Agreement. Except as specifically stated herein, the
provisions of the Credit Agreement are and shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.
UNION BANK OF CALIFORNIA, N.A. AMWEST INSURANCE GROUP, INC.
BY: Xxxxx X. Xxxxxxxxxx BY: Xxxxxx X. Xxx
Title: Vice President Title: Senior Vice President and CFO
"Bank"
BY: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
"Borrower"
