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Exhibit 10.9
ASSUMPTION ACKNOWLEDGMENT
ASSUMPTION ACKNOWLEDGMENT (the "Assumption Acknowledgment"),
dated as of April 11, 1997 among SNTL Acquisition Corp., Superior Pacific
Holding Corporation, a Delaware corporation and The Chase Manhattan Bank, as
Administrative Agent and Collateral Agent for the Banks. Unless otherwise
defined herein, all capitalized terms used herein and defined in the Credit
Agreement referred to below are used herein as so defined.
W I T N E S S E T H :
WHEREAS, Superior National Insurance Group ("SNIG"), SNTL
Acquisition Corp., the lending institutions from time to time party thereto
(the "Banks"), and The Chase Manhattan Bank, as Administrative Agent (together
with the Collateral Agent and the Banks, the "Bank Creditors"), have entered
into a Credit Agreement, dated as of April 11, 1997 (as amended, modified or
supplemented from time to time, the "Credit Agreement") providing for the
making of Loans to the Borrower referred to therein, all as contemplated
therein;
WHEREAS, on the date hereof, concurrently with the incurrence
of Loans under the Credit Agreement, SNTL Acquisition Corp. and Pac Rim have
consummated the Acquisition (the "Acquisition") whereby Pac Rim has, by
operation of law, assumed all rights, obligations, duties and liabilities of
SNTL Acquisition Corp. under the Credit Documents and simultaneously, Pac Rim
has been renamed Superior Pacific Holding Corporation;
WHEREAS, subject to the terms and conditions set forth below,
the parties hereto desire that Superior Pacific Holding Corporation
acknowledges that it assumes all of the Borrower's rights, obligations, duties
and liabilities under (i) the Credit Agreement, (ii) the Notes and (iii) each
Credit Document;
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NOW, THEREFORE, it is agreed:
1. Superior Pacific Holding Corporation hereby expressly
acknowledges that it assumes all rights, obligations, duties and liabilities of
the Borrower under the Credit Agreement, the Notes issued thereunder and the
other Credit Documents.
2. Upon the effectiveness of this Assumption Acknowledgment,
all references in the Credit Agreement to the "Borrower" and all references in
the Pledge Agreement to the "Pledgor", shall be deemed to be references to
Superior Pacific Holding Corporation. Superior Pacific Holding Corporation
expressly acknowledges and agrees that by executing and delivering this
Assumption Acknowledgment it does hereby grant to the Collateral Agent for the
benefit of the Banks a continuing security interest of first priority in, all
of the right, title and interest of Superior Pacific Holding Corporation, in,
to and under the Pledged Securities (as defined in the Pledge Agreement), now
existing or hereafter acquired, all as if Superior Pacific Holding Corporation
had executed and delivered such Pledge Agreement. Annexes A, B, C and D to the
Pledge Agreement are each hereby amended by replacing such Annexes in their
entirety with the information contained on Annexes A, B, C and D attached to
Schedule I of this Agreement.
3. To induce the Administrative Agent and Collateral
Agent to enter into this Assumption Acknowledgment, Superior Pacific Holding
Corporation hereby represents, warrants and agrees as follows:
a) on the date hereof and after giving effect to
Superior Pacific Holding Corporation's execution and delivery of this
Assumption Acknowledgment, all representations and warranties
contained in each of the Credit Documents are true and correct in all
material respects and no Default or Event of Default is in existence;
and
b) on and after the date hereof, Superior Pacific
Holding Corporation will fully and faithfully perform all obligations
(including payment obligations and compliance with all covenants) of
(i) the "Borrower" under the Credit Agreement and the Notes delivered
pursuant thereto and (ii) a "Pledgor" under the Pledge Agreement and
will fully and faithfully perform all of its obligations under any
other Credit Documents executed and delivered by it.
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c) all conditions set forth in Section 11.18 of the
Credit Agreement with respect to Superior Pacific Holding Corporation
have been satisfied.
4. This Assumption Acknowledgment shall become effective
as of the date first above written, when each of the parties hereto shall have
executed a copy hereof and shall have delivered the same to the Collateral
Agent.
5. This Assumption Acknowledgment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. A
complete set of counterparts shall be lodged with Superior Pacific Holding
Corporation and the Collateral Agent.
6. THIS ASSUMPTION ACKNOWLEDGMENT 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 WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Assumption Acknowledgment to be duly executed and delivered
as the date first above written.
SNTL ACQUISITION CORP.
By J. CHRIS SEAMAN
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Name: J. Chris Seaman
Title:
SUPERIOR PACIFIC HOLDING CORPORATION
By J. CHRIS SEAMAN
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Name: J. Chris Seaman
Title: CFO
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THE CHASE MANHATTAN BANK,
as Administrative Agent and
Collateral Agent
By PETER PLATTEN
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Name: Peter Platten
Title: Vice President