January 21, 1998
VIA FEDERAL EXPRESS
Zenith National Insurance Corp.
00000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxxx, XX 00000-0000
Attention: Xx. Xxxxx X. Xxx, Xx.
Re: AMENDMENT NO. 1 TO CREDIT AGREEMENT
Dear Xxxxx:
Zenith National Insurance Corp. (the "Borrower") has requested
that Bank of America National Trust and Savings Association (the "Bank")
amend the definition of "Risk-Based Capital" contained in the Credit
Agreement, dated as of July 24, 1997, between the Borrower and the Bank (the
"Credit Agreement"). The Bank has agreed to amend the Credit Agreement to the
extent and on the terms and conditions contained herein. Capitalized terms
used herein without definition shall have the meanings provided therefor in
the Credit Agreement.
The definition of Risk-Based Capital contained in the Credit
Agreement is hereby amended to add the following after the first sentence of
the definition thereof:
"With respect to each quarter other than the fiscal year end, the
amount used in such ratio for the Company Action Level shall be
that which was calculated as of the prior year end."
Except as amended hereby, the Credit Agreement and all Loan
Documents shall remain in full force and effect without amendment or
modification. The amendment contained herein is specifically limited to the
terms hereof.
Zenith National Insurance Corp.
January 21, 1998
Page 2
Please evidence your agreement with the foregoing by executing
this letter and returning it to the Bank.
Very truly yours,
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Its: Xxxxxxx X. Xxxxx
-------------------------------
Accepted and agreed to this 22 day Managing Director
of January, 1998.
ZENITH NATIONAL
INSURANCE CORP.
By: /s/ Xxxxxxxxx Xxxxxxx
------------------------------
Its: Exec. Vice Pres & Chief Financial Officer
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