EXHIBIT 10.11
AMENDMENT TO LINE OF CREDIT AGREEMENT
This First Amendment to Line of Credit Agreement (the "Amendment") is made
and entered into this 28th day of December, 1995, by and between SANWA BANK
CALIFORNIA (the "Bank") and ZENITH NATIONAL INSURANCE CORP. (the "Borrower")
with respect to the following:
This Amendment shall be deemed to be a part of and subject to that certain
Line of Credit Agreement dated as of December 15, 1995 as it may be amended from
time to time, and any and all addenda and riders thereto (collectively the
"Agreement"). Unless otherwise defined herein, all terms used in this Amendment
shall have the same meanings as in the Agreement. To the extent that any of the
terms or provisions of this Amendment conflict with those contained in the
Agreement, the terms and provisions contained herein shall control.
WHEREAS, the Borrower and the Bank mutually desire to extend and/or modify
the Agreement.
NOW THEREFORE, for value received and hereby acknowledged, the Borrower and
the Bank agree as follows:
1. CHANGE IN REPORTING REQUIREMENTS. Section 4.05 C., D., and E. of
the Agreement are deleted in their entirety and the following is substituted
in lieu thereof:
"C. TRI-ANNUAL AUDIT. Not later than 30 days after the Borrower
receives it, a copy of the tri-annual audit of Zenith Insurance
Company prepared by the Department of Insurance.
D. QUARTERLY STATUTORY STATEMENTS. Not later than 75 days after the
end of the first three quarters of each fiscal year of the Borrower,
copies of the quarterly statutory statement of Zenith Insurance
Company and its consolidated insurance subsidiaries.
E. ANNUAL STATUTORY STATEMENTS. Not later than 120 days after the
end of each of the Borrower's fiscal years, copies of the annual
statutory statements of Zenith Insurance Company and its
consolidated insurance subsidiaries".
2. MODIFICATION OF ADDITIONAL INDEBTEDNESS. Section 4.06 of the
Agreement is deleted in its entirety and the following is substituted in
lieu thereof:
4.06 ADDITIONAL INDEBTEDNESS OF INSURANCE SUBSIDIARIES. Borrower's
consolidated insurance subsidiaries shall not, after the date
hereof, create, incur or assume, directly or indirectly, any
Indebtedness exceeding in the aggregate the amount of
$20,000,000.00. The term "Indebtedness", as used in this Agreement
with respect to the Borrower or each of its subsidiaries, as
applicable, shall mean, at any date, the aggregate amount, excluding
in all cases the amount of indebtedness owed to a corporate
affiliate, of, without duplication, (a) all obligations for borrowed
money from banks including, but not limited to, guaranties and
letters of credit, (b) all obligations evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations to pay
the deferred purchase price of property or services, (d) capitalized
lease obligations, (e) all obligations or liabilities of others
secured by a lien on any asset whether or not such obligation or
liability is assumed, and (f) any other obligations or liabilities
which are required by generally accepted accounting principles to be
shown as debt on a balance sheet".
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3. CHANGE IN FINANCIAL CONDITION. Section 4.10 C. of the Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"C. AGGREGATE STATUTORY SURPLUS. Zenith Insurance Company and its
consolidated insurance subsidiaries shall maintain an aggregate
statutory surplus of at least $140,000,000.00".
4. MODIFICATION OF CORPORATE RATING. Section 4.13 of the Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"4.13 CORPORATE RATING. Zenith Insurance Company (on a pooled or
individual basis) shall maintain at all times an A.M. Best rating of
no lower than B+".
5. CONFIRMATION OF OTHER TERMS AND CONDITIONS OF THE AGREEMENT. Except
as specifically provided in this Amendment, all other terms, conditions and
covenants of the Agreement unaffected by this Amendment shall remain
unchanged and shall continue in full force and effect and the Borrower
hereby covenants and agrees to perform and observe all terms, covenants and
agreements provided for in the Agreement, as hereby amended.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the date first hereinabove written.
BANK: BORROWER:
SANWA BANK CALIFORNIA ZENITH NATIONAL INSURANCE CORP.
By: XXXX X. XXXXX By: XXXXXXX X. XXX
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Name: XXXX X. XXXXX Name: XXXXXXX X. XXX
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Title: Vice President Title: President and Chairman of the
-------------------------------------- Board
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