Exhibit
10.1


 


THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of
October 29, 2004, between ZENITH NATIONAL
INSURANCE CORP., a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., a national banking
association (the “Bank”).


 


RECITALS


 


A.            The Company and the Bank are party to that certain
Amended and Restated Credit Agreement dated as of September 30, 2002 (as
heretofore modified, amended or supplemented, the “Credit Agreement”).  Unless otherwise defined herein, defined
terms used herein shall have the meanings given such terms in the Credit
Agreement.


 


B.            The Company has requested the Bank to extend the Tranche
B Termination Date until October 31, 2007, and the Bank has agreed to such
extension.


 


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the
Bank agree as follows:


 


1.                                       Amendment.  Subject to satisfaction of the conditions
precedent set forth in Section
2  hereof, the definition
of “Tranche B Termination Date” in Section 1.1 of the Credit Agreement is hereby
amended in its entirety to read as follows:


 


“‘Tranche B Termination
Date’ means the earlier of:


 


(a)           October 31, 2007; and


 


(b)           the date
on which the Tranche B Commitment terminates in accordance with the provisions
of this Agreement.”


 


2.                                       Conditions
Precedent to Amendment.  The
amendment in Section 1
hereof shall be effective as of the date hereof when the Bank receives:


 


(a)           counterparts
of this Amendment duly executed by the Company and the Bank;


 


(b)           a certificate, dated as of the date
hereof, of the Secretary or Assistant Secretary of the Company certifying that
the Certificate of Incorporation of the Company attached to that certain
Certification of Certificate of Incorporation of Zenith National Insurance
Corp., dated September 30, 2002, heretofore delivered to the Bank, is a true
and complete copy of the Company’s Certificate of Incorporation, that it is in
full force and effect as of the date hereof, and that there have been no
additional filed or authorized amendments to it;


 


(c)           a certificate, dated as of the date
hereof, of the Secretary or Assistant Secretary of the Company certifying that
the Bylaws of the Company attached to that certain Certification of Bylaws of
Zenith National Insurance Corp. dated September 30, 2002, heretofore delivered
to the Bank, is a true and complete copy of the Company’s Bylaws, that they are
in full force and effect as of the date hereof, and that there have been no
additional amendments to them;


 


(d)           copies of the resolutions of the
board of directors of the Company authorizing the transactions contemplated
hereby, certified as of the date hereof by the Secretary or an Assistant
Secretary of the Company, together with a certificate of the Secretary or
Assistant Secretary of the Company certifying the


 


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names and true signatures
of the officers of the Company authorized to execute, deliver and perform, as
applicable, this Amendment, and all other Loan Documents to be delivered by it
hereunder;


 


(e)           payment of all expenses, including
legal fees and expenses of counsel to the Bank, incurred by the Bank in
connection with this Amendment, to the extent invoiced to the Company on or
prior to the date hereof; and


 


(f)            such other
agreements, documents, instruments, and items as the Bank may reasonably
request.


 


3.                                       Representations
and Warranties.  The Company
represents and warrants to the Bank as follows:


 


(a)            the execution, delivery and
performance by Company of this Amendment and the Credit Agreement, as amended
hereby, have been duly authorized by all necessary corporate action and do not
and will not (i) require any consent or approval not heretofore obtained
of any director, stockholder, security holder, or creditor of the Company or of
any governmental authority having jurisdiction over the Company,
(ii) violate or conflict with any provision of the Company’s certificate
of incorporation or bylaws, (iii) violate any laws applicable to the
Company, or (iv) result in a breach of or constitute a default under, or
cause or permit the acceleration of any obligation owed under, any indenture or
loan or credit agreement or any other material agreement to which the Company
is a party or by which the Company or any of its property is bound or affected;


 


(b)           all representations and warranties
made or deemed made by the Company in the Loan Documents are true and correct
as of the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date (in which case such
representations and warranties were true and accurate on and as of such earlier
date) and except for changes in factual circumstances not prohibited by the
Credit Agreement;


 


(c)            no Default
or Event of Default has occurred and is continuing as of the date hereof;


 


(d)           except as disclosed in publicly
available filings made with the SEC, there has occurred since December 31,
2003, no event or circumstance that has resulted or would reasonably be
expected to result in a Material Averse Effect; and


 


(e)            the Financial Strength/Claims Paying
rating of the Insurance Subsidiaries by A.M. Best Company, Inc. is not less
than A- as of the date hereof.


 


6.                                       Effect
of Amendment.  This Amendment is a
Loan Document.  The amendment effected
hereunder is expressly limited to the matter contained herein.  Except as amended hereby, the Credit
Agreement and the other Loan Documents are unchanged and are hereby ratified
and confirmed.


 


7.                                       Counterparts.  This Amendment may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.


 


8.                                       Governing
Law.  This Amendment shall be
governed by and construed in accordance with the laws of the State of
California, without regard to conflict of laws principles.


 


9.                                       ENTIRETY. 
THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED HEREBY, AND THE OTHER
LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERCEDE
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER
HEREOF.  THESE LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


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10.           Parties.  This Amendment binds and inures to the
benefit of the Company, the Bank, and their respective successors and permitted
assigns.


 


 


[Remainder
of Page Intentionally Left Blank.


Signature Page Follows.]


 


 


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  ZENITH
  NATIONAL INSURANCE CORP., as the Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Stanley R. Zax

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stanley R. Zax

  
	
   

  	
   

  	
  Title:

  	
  President and Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A., as the Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Jim V. Miller

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jim V. Miller

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


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