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Exhibit 10.10
SNIG ASSUMPTION ACKNOWLEDGMENT
SNIG ASSUMPTION ACKNOWLEDGMENT (the "SNIG Assumption Acknowledgment"),
dated as of April 11, 1997 among Superior National Insurance Group ("SNIG"), a
California corporation, Superior National Insurance Group ("Holdings"), 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 as so defined.
W I T N E S S E T H :
WHEREAS, SNIG, Superior Pacific Holding Corporation(formerly SNTL
Acquisition Corp., the "Borrower"), the lending institutions from time to time
party thereto (the "Bank"), 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, SNIG and Holdings have consummated the
Reincorporation Merger (the "Reincorporation Merger") whereby Holdings has, by
operation of law, assumed all rights, obligations, duties and liabilities of
SNIG under the Credit Documents; and
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto desire that Holdings acknowledge that it assumes all of SNIG's
rights, obligations, duties and liabilities under the (i) the Credit Agreement
and (ii) each Credit Document;
NOW, THEREFORE, it is agreed:
1. Holdings hereby expressly acknowledges that it assumes all
rights, obligations, duties and liabilities of SNIG under the Credit Agreement
and the other Credit Documents.
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2. Upon the effectiveness of this SNIG Assumption Acknowledgment,
all references in the Credit Agreement to "SNIG" and all references in the
Pledge Agreement to the "Pledgor", shall be deemed to be references to
Holdings. Holdings expressly acknowledges and agrees that by executing and
delivering this SNIG 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 Holdings in , to and
under the Pledged Securities (as defined in the Pledge Agreement), now existing
or hereafter acquired, all as if Holdings had executed and delivered such
Pledge Agreement.
3. To induce the Administrative Agent and Collateral Agent to
enter into this SNIG Assumption Acknowledgment, Holdings hereby represents,
warrants and agrees as follows:
a) on the date hereof and after giving effect to
Holdings execution and delivery of this SNIG 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, Holdings will fully and
faithfully perform all obligations (including payment obligations and
compliance with all covenants) of (i) "SNIG" under the Credit Agreement and
(ii) a "Pledgor" under the Pledge Agreement and will fully and faithfully
perform all of its obligations under any other Credit Document executed and
delivered by it.
c) all conditions set forth in Section 11.19 of the
Credit Agreement with respect to the distribution of assets to Holdings have
been satisfied.
4. This SNIG 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 SNIG 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 on and the same instrument. A
complete set of counterparts shall be lodged with Holdings and the Collateral
Agent.
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6. THIS SNIG 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 SNIG Assumption Acknowledgment to be duly executed and
delivered as the date first above written.
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SUPERIOR NATIONAL INSURANCE
GROUP, as SNIG
By J. CHRIS SEAMAN
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Name: J. Chris Seaman
Title: CFO
SUPERIOR NATIONAL INSURANCE
GROUP, as Holdings
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