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Exhibit 10.2
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of April 11,
1997, among SUPERIOR NATIONAL INSURANCE GROUP, INC. (the "Borrower") and CENTRE
REINSURANCE LIMITED ("Centre Re"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, Centre Re and The Chase Manhattan Bank,
as Collateral Agent (the "Collateral Agent") are parties to a Credit Agreement,
dated as of November 12, 1996 (as modified, supplemented and amended to the
date hereof, the "Credit Agreement"); and
WHEREAS, the Borrower and Centre Re wish to amend the Credit
Documents as set forth below;
NOW THEREFORE, it is agreed:
1. On the Amendment Effective Date, Section 7.01 of the
Credit Agreement is hereby amended by inserting immediately following the
phrase "merger or consolidation" therein the following parenthetical:
(excluding the merger of the Borrower into Superior National
Insurance Group, Inc., a Delaware corporation bearing the same
namer as Borrower ("SNIG Delaware"), so long as prior to such
merger, SNIG Delaware and the Borrower shall have duly
authorized, executed and delivered to the Collateral Agent an
assumption acknowledgment substantially in the form of Exhibit
A to Amendment No. 1 to Credit Agreement, pursuant to which
SNIG Delaware shall assume all of the Borrower's
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rights, obligations and liabilities under the Credit Agreement
and the other Credit Documents and shall become (i) the
"Borrower" for all purposes of the Credit Agreement and
certain other Credit Documents, (ii) the "Assignor" for all
purposes of the Security Agreement and (iii) "SNIG" for all
purposes of the Asset Transfer Agreement).
2. On the Amendment Effective Date, Section 8.09 of the
Credit Agreement is hereby amended by inserting immediately following the word
"directly" therein the words "or indirectly".
3. In order to induce Centre Re to enter into this
Amendment, the Borrower hereby represents and warrants that (x) no Default or
Event of Default exists on the Amendment Effective Date (as defined below)
after giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Agreement and the other Credit Documents
shall be true and correct in all material respects on the date hereof and on
the Amendment Effective Date (as defined below) with the same effect as though
such representations and warranties had been made on and as of such date (it
being understood that any representation or warranty made as of a specific date
shall be true and correct in all material respects as of such specific date).
4. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
5. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower, Centre Re and the Collateral
Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
7. This Amendment shall become effective as of the date
hereof on the date (the "Amendment Effective Date") when each of the Borrower
and Centre Re
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shall have signed a copy hereof (whether the same or different copies) and
shall have delivered (including by way of telecopier) the same to the other
party hereto.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
SUPERIOR NATIONAL INSURANCE GROUP,
INC.
By
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Name:
Title:
CENTRE REINSURANCE LIMITED
By MICHAEL P. DWYER
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Name: Michael P. Dwyer
Title: Vice-President
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
SUPERIOR NATIONAL INSURANCE GROUP,
INC.
By J. CHRIS SEAMAN
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Name: J. Chris Seaman
Title: CFO
CENTRE REINSURANCE LIMITED
By
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Name:
Title:
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Acknowledged and agreed to this
11th day of April, 1997
THE CHASE MANHATTAN BANK,
as Collateral Agent
By PETER PLATTEN
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Name: Peter Platten
Title: Vice President