Exhibit 10.5
MODIFICATION OF NOTE
This Modification of Note ("Modification"), is dated October 10, 1997, and
is by and between ZENITH NATIONAL INSURANCE CORP., a Delaware corporation
("Borrower"), and CITY NATIONAL BANK, a national banking association ("CNB").
A. Borrower executed and delivered to CNB a Promissory Note dated July 1, 1997
in the principal sum of $20,000,000.00 ("Note"), a true and correct copy of
which is attached hereto as Exhibit "A."
B. Borrower hereby acknowledges the execution, validity, and enforceability of
the Note.
C. Borrower has requested that CNB modify the terms of the Note as set forth
below.
THEREFORE, in consideration of the mutual covenants and agreements set
forth and other good and valuable consideration, Borrower and CNB agree as
follows:
1. Paragraph 2 of the Note is amended and restated in its entirety as
follows:
"2. INTEREST. Each Loan shall bear interest from
disbursement until due (whether at stated maturity, by
acceleration or otherwise), at a rate equal to, at the
Borrower's option as indicated on Borrower's Notice of
Borrowing/Interest Selection, either (a) for a LIBOR Loan,
the sum of the LIBOR Interest Rate plus FORTY HUNDREDTHS OF
ONE PERCENT (0.40%) per year, or (b) for a Prime Loan , the
fluctuating Prime Rate, minus FIFTY-FIVE HUNDREDTHS OF ONE
PERCENT (0.55%) per year, in all cases computed on the basis
of a 360 day year, actual days elapsed. A Loan shall be a
Prime Loan any time it is not a LIBOR Loan."
2. This Modification is an amendment only, and not a novation. Except as
expressly provided herein, all of the terms and conditions of the Note shall
remain unchanged and in full force and effect.
3. Capitalized terms not defined herein shall have the respective
meanings given them in the Note.
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4. This Modification constitutes the parties' entire agreement with
respect to the subject matter referred to, and supersedes all agreements,
representations, warranties, statements and/or understandings pertaining to the
subject matter. This Modification may not be amended, altered or modified
except by a writing signed by all parties.
5. This Modification shall become effective only upon receipt by CNB of
an executed original.
ZENITH NATIONAL INSURANCE CORP.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxx
____________________________________
XXXXXXX X. XXX, President and
Chairman of the Board
[Exhibit "A" to Modification of Note is not included.]
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