[CITY NATIONAL BANK LOGO]
EXHIBIT 10.1
CHANGE IN TERMS AGREEMENT
Principal
| | Loan Date
| | Maturity
| | Loan No.
| | Call/Coll
| | Account
| | Officer
| | Initials
|
|---|
| $20,000,000.00 | | 07-22-2004 | | 08-01-2005 | | 11552 | | | | 209600 | | JM | | |
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
| Borrower: | | ZENITH NATIONAL INSURANCE CORP., A DELAWARE CORPORATION
21255 CALIFA AVENUE
WOODLAND HILLS, CA 91367 | | Lender: | | City National Bank, NA
Westside Commercial Banking Services #674000
400 North Roxbury Drive
Beverly Hills, CA 90210 |
| Principal Amount: | | $20,000,000.00 | | Initial Rate: | | 4.250% | | Date of Agreement: | | July 22, 2004 |
DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note ("Note") dated August 9, 2002, as previously amended by that certain Change in Terms Agreement dated August 11, 2003, in favor of City National Bank, NA ("Lender"), executed by Zenith National Insurance Corp., a Delaware corporation ("Borrower") in the original principal amount of $20,000,000.00, payable in full on August 1, 2004, subject to any instalment maturities in the Note. The principal balance on the Note as of July 22, 2004 is $0.00.
DESCRIPTION OF CHANGE IN TERMS. Maturity date of the Note is hereby extended to August 1, 2005.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
BORROWER:
ZENITH NATIONAL INSURANCE CORP., A DELAWARE CORPORATION
| By: | /s/ STANLEY R. ZAX |
| |
STANLEY R. ZAX, BOARD CHAIRMAN/PRESIDENT
of ZENITH NATIONAL INSURANCE CORP., A DELAWARE CORPORATION |
