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EXHIBIT 10.3
SIXTH AMENDMENT TO
CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated
as of July 18, 2000 is entered into between ZENITH NATIONAL INSURANCE CORP.
(the "Company"), and BANK OF AMERICA, N.A. (formerly known as Bank of America
National Trust and Savings Association) (the "Bank").
W I T N E S S E T H
WHEREAS, the Company and the Bank are parties to that certain
Credit Agreement dated as of July 24, 1997 (as amended, herein called the
"Credit Agreement"; terms used but not otherwise defined herein are used
herein as defined in the Credit Agreement); and
WHEREAS, the Company and the Bank desire to make an amendment to
the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises, and intending to
be legally bound hereby, the Company and the Bank hereby agree as follows:
SECTION 1. AMENDMENTS.
Subject to and upon the terms and conditions hereof and in reliance
on the Company's warranties set forth in SECTION 2 below, as of the date
hereof the definition of "Tranche A Termination Date" set forth in SECTION
1.1 of the Credit Agreement shall be amended by deleting the reference to
"July 21, 2000" contained therein and replacing it with "September 19, 2000".
SECTION 2. WARRANTIES.
To induce the Bank to enter into this Amendment, the Company
warrants to the Bank as of the date hereof that:
(a) After giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement and the Loan Documents are true
and correct in all material respects on and as of the date hereof (except to
the extent such representations and warranties expressly refer to an earlier
date).
(b) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
(c) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or
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action by, any Person (including any governmental authority) in order to be
effective and enforceable. The Credit Agreement as modified by this
Amendment constitutes the legal, valid and binding obligation of the
Company, enforceable against it in accordance with the Credit Agreement's
terms, without defense, counterclaim or offset.
SECTION 3. GENERAL.
(a) As hereby modified, the Credit Agreement shall remain in
full force and effect and is hereby ratified, approved and confirmed
in all respects.
(b) The Company acknowledges and agrees that the execution and
delivery by the Bank of this Amendment shall not be deemed to create a
course of dealing or otherwise obligate the Bank to execute similar
modifications under the same or similar circumstances in the future.
(c) This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts, and each such
counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Amendment.
Delivered at Chicago, Illinois, as of the date and year first above written.
BANK OF AMERICA, N.A.
By: /s/ GARY R. PEET
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Name: Gary R. Peet
Title: Managing Director
ZENITH NATIONAL INSURANCE CORP.
By: /s/ STANLEY R. ZAX
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Name: Stanley R. Zax
Title: Chairman & President
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