WAIVER AND SECOND AMENDMENT
This Waiver and Second Amendment dated as of February 9, 1999
(the "Waiver and Amendment") to the Restated Revolving Credit Agreement
dated as of July 10, 1996, as amended by that certain Waiver and Amendment
No. 1 dated as of September 30, 1997, (the "Credit Agreement") between
Amwest Insurance Group, Inc. (the "Borrower") and Union Bank of
California, N.A. (the "Bank") is entered into between Borrower and Bank.
WHEREAS, the Borrower desires, and the Bank is willing upon the
terms and conditions hereinafter set
forth, to
(a) waive compliance with Section 2.12 Mandatory Commitment
Reductions, as amended, for the September 30, 1998 Revolving Commitment
Reduction Date, and
(b) amend the Credit Agreement to:
(i) modify Section 2.12 Mandatory Commitment
Reductions, and
(ii) reset Section 5.13 Policyholders' Surplus.
In consideration of the premises and the agreements, provisions
and covenants herein contained, the parties hereto hereby agree, on the
terms and subject to the conditions set forth herein, as follows.
Section 1. Waiver of Section 2.12 of the Credit Agreement. The
Bank hereby waives compliance with Section 2.12 Mandatory Commitment
Reductions for the September 30, 1998 Revolving Commitment Reduction Date
provided that the provisions of Section 2 following remain in full force
and effect.
Section 2. Amendment to Section 2.12 of the Credit Agreement.
Delete the table contained in Section 2.12 Mandatory Commitment Reductions
as amended in its entirety and replace it with the following table:
Revolving Commitment
Commitment Reduction Date Reduction
September 30, 1998 $0
September 30, 1999 $0
September 30, 2000 $5,000,000
September 30, 2001 $5,000,000
September 30, 2002 $5,000,000
Section 3. Amendment to Section 5.13 of the Credit Agreement. Delete
$30,000,000 from the third line of Section 5.13 Policyholders' Surplus and
replace it with "$32,500,000".
Section 4. Representations and Warranties. The Borrower represents and
warrants to the Borrower that:
(a) before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit Agreement
are true and correct in all material respects with the same effect as if made on
the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date.
(b) before and after giving effect to this Amendment, no Event of
Default or Default has occurred and is continuing.
Section 5. Conditions to Effectiveness. This Amendment shall become
effective as of the date first written above when the Bank shall have received
executed originals of the following-.
(a) the counterpart of this Amendment that bears the
signature of the Borrower,
(b) an Authorization to Obtain Credit, Grant Security,
Guarantee or Subordinate duly completed by the Borrower,
(c) an Alternative Dispute Resolution Agreement duly
completed by the Borrower,
(d) an Authorization to Obtain Credit, Grant Security,
Guarantee or Subordinate duly completed by Amwest Surety
Insurance Company,
(e) an Addendum to Authorization Letter of Credit Services
duly completed by Amwest Surety Insurance
Company, an Alternative Dispute Resolution Agreement
duly completed by Amwest Surety Insurance Company,
(g) an Authorization to Obtain Credit, Grant Security,
Guarantee or Subordinate duly completed by Far
West Insurance Company,
(h) an Addendum to Authorization Letter of Credit Services
duly completed by Far West Insurance Company,
(i) an Alternative Dispute Resolution Agreement duly
completed by Far West Insurance Company, and
(j) such other documents, certificates, opinions
and instruments in connection with this
Amendment No. 2 as it shall be reasonably
requested by the Bank.
Section 6. Expenses. The Borrower agrees to reimburse the
Bank for its out-of-pocket expenses in connection with the Amendment.
Section 7. Applicable Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of California.
Section 8. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute but one contract.
Section 9. Credit Agreement. Except as specifically stated
herein, the provisions of the Credit Agreement are and shall remain in
full force and effect.
In witness whereof, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the day
and year first written above.
AMWEST INSURANCE GROUP, INC.
by:
Name: Xxxxxx X. Xxx
Title: Senior Vice President and Chief Financial Officer
UNION BANK OF CALIFORNIA, N.A.
by:
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
