FIFTH AMENDMENT TO LINE OF CREDIT AGREEMENT
This Fifth Amendment to Line of Credit Agreement (the "Amendment") is
effective as of March 8, 1999, 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, 1994, as heretofore
amended, and any and all addenda and riders heretofore made (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 INTEREST RATE. Sections 1.02 C. 1, 2 and 3 of the
Agreement are deleted in their entirety and the following is substituted in
lieu thereof:
"1. REFERENCE RATE ADVANCES. A variable rate equivalent to an
index for a variable interest rate which is quoted, published or
announced from time to time by the Bank as its reference rate and as to
which loans may be made by the Bank at, below or above such reference
rate (the "Reference Rate"). Interest shall be adjusted concurrently
with any change in the Reference Rate. An Advance based upon the
Reference Rate is hereinafter referred to as a "Reference Rate Advance."
Each such Reference Rate Advance must be in the minimum amount of
$100,000.00.
2. FED FUNDS ADVANCES. A variable rate per annum (the "Federal
Funds Rate"), for each day in which the Advance is based upon the
Federal Funds Rate (a "Fed Funds Advance"), equivalent to 0.40% in
excess of the interest rate equal to the weighted average of the rates
on overnight, 1, 2, or 3-week Federal funds transactions with members
of the Federal Reserve System, quoted to the Bank on such day by Federal
Funds brokers of recognized standing which are selected by the Bank in
its sole discretion or, if such day is not a business day, for the
immediately preceding business day. With respect to this section
1.02(C)(2), a business day means a day in which banks are open generally
in Chicago and New York for the conduct of substantially all of their
commercial lending activities. Fed Funds Advances must be in the
minimum amount of $250,000.00.
3. EURODOLLAR ADVANCES. A fixed rate quoted by the Bank for 30,
60, 90, 120, 180 or 360 days or for such other period of time that the
Bank may quote and offer (provided that any such period of time does not
extend beyond the Expiration Date) [the "Interest Period"] for Advances
in the minimum amount of $250,000.00. Such interest rate shall be a
percentage equivalent to 0.40% in excess of the Bank's Eurodollar Rate
(rounded upward, if necessary, to the nearest 1/16th of one per cent
(0.0625%) which is that rate determined by the Bank's Treasury Desk as
being the approximate rate at which the Bank could
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purchase offshore U.S. dollar deposits in an amount approximately equal
to the amount of the relevant Advance and for a period of time
approximately equal to the relevant Interest Period (adjusted for any
and all assessments, surcharges and reserve requirements pertaining to
the purchase by the Bank of such U.S. dollar deposits)
[the "Eurodollar Rate"]. An Advance based upon the Eurodollar Rate is
hereinafter referred to as a "Eurodollar Advance" or Eurodollar Rate
Advance".
4. LIBOR ADVANCES. A fixed rate quoted by the Bank for 1, 2, 3 or
6 months or for such other period of time that the Bank may quote and
offer (provided that any such period of time does not extend beyond the
Expiration Date) [the "LIBOR Interest Period"] for Advances in the
minimum amount of $250,000.00. Such interest rate shall be a percentage
approximately equivalent to 0.40% in excess of the Bank's LIBOR Rate
which is that rate determined by the Bank's Treasury Desk as being the
arithmetic mean (rounded upwards, if necessary, to the nearest whole
multiple of one-sixteenth of one percent (1/16%)) of the U. S. dollar
London Interbank Offered Rates for such period appearing on page 3750
(or such other page as may replace page 3750) of the Telerate screen at
or about 11:00 a.m. (London time) on the second Business Day prior to
the first day of such period (adjusted for any and all assessments,
surcharges and reserve requirements) [the "LIBOR Rate"]. An Advance
based upon the LIBOR Rate is hereinafter referred to as a "LIBOR
Advance"."
2. SUPPLEMENTAL INTEREST PAYMENT DATE FOR LIBOR RATE ADVANCES. An
additional unnumbered paragraph is to be inserted as the penultimate
paragraph of Section 1.02 C of the Agreement, as follows:
"Interest on any LIBOR Advance with a LIBOR Interest Period of 3
months or less shall be paid on the last day of the LIBOR Interest
Period. Interest on any LIBOR Rate Advance with an Interest Period in
excess of three months shall be paid quarterly (i.e., on the last day of
each three month period occurring in such Interest Period) and on the
last day of the Interest Period pertaining to such LIBOR Rate Advance."
3. AMENDED NOTICE OF BORROWING. A new sub-section 3 is added to
Paragraph 1.02F of the Agreement, as follows:
"3. A LIBOR RATE ADVANCE. Notice of any LIBOR Rate Advance shall
be received by the Bank no later than two business days prior to the day
(which shall be a business day) on which the Borrower requests a LIBOR
Rate Advance to be made."
4. AMENDED PARAGRAPHS 1.02 G, H, I, AND J. Paragraphs 1.02 G, H, I,
and J, of the Agreement are amended to insert the words "or LIBOR Rate"
after the words "Eurodollar Rate".
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.
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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: /s/ Xxxx X. Price By: /s/ Xxxxxxx X. Xxx
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Xxxx X. Price, Vice President Xxxxxxx X. Xxx, President & Chairman
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