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EXHIBIT 10.1
AMENDMENT NO. 2 TO THE CREDIT TERMS AND CONDITIONS
This Amendment No. 2 to Credit Terms and Conditions ("Amendment") dated May
12, 1998, to that certain Credit Terms and Conditions, dated as of April 2, 1997
(as modified, amended and supplemented to the date hereof, the "Agreement"), is
entered into by and between Imperial Bank, as lender, and National Insurance
Group, as borrower.
All capitalized terms used, but not defined herein, shall have the same
meaning as set forth in the Agreement.
In consideration of the mutual covenants contained herein, the parties
hereby agree that the Agreement is hereby amended as follows.
1. Section B4 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"4. NET WORTH. Maintain, on a consolidated basis, a tangible net worth
(meaning the excess of all assets, excluding and value for good will other
than the goodwill for New Arts Acquisition, Inc. which shall be included,
trademarks, patents, copyrights, leaseholds, organization expense and other
similar intangible items, over its liabilities) of not less than twenty
five million dollars ($25,000,000) to increase each fiscal year end,
commencing with the fiscal year end 1998, by Borrower's net income (without
deduction for losses), minus dividends paid."
2. Except as provided herein, the Agreement remains unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
National Insurance Group Imperial Bank
By: /s/ XXXXXX X. XXXXXXXXXXX By: /s/ XXXXXX XXXXXXXX
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Xxxxxx X. Xxxxxxxxxxx Xxxxxx XxXxxxxx,
Executive Vice President Vice President
General Counsel & Secretary
