0000912057-02-031196 Sample Contracts

COST ALLOCATION AGREEMENT BETWEEN ZENITH NATIONAL INSURANCE CORP., ZENITH INSURANCE COMPANY, ZNAT INSURANCE COMPANY, CALFARM INSURANCE COMPANY, CALFARM LIFE INSURANCE COMPANY, AND CALFARM INSURANCE AGENCY
Agreement • August 12th, 2002 • Zenith National Insurance Corp • Fire, marine & casualty insurance • California
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AMENDMENT NO. 3 TO COST ALLOCATION AGREEMENT
Zenith National Insurance Corp • August 12th, 2002 • Fire, marine & casualty insurance

WHEREAS, Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Insurance Agency, and Zenith Star Insurance Company have previously entered into a Cost Allocation Agreement; and

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AMENDMENT NO. 3 TO REINSURANCE AND POOLING AGREEMENT
Reinsurance and Pooling Agreement • August 12th, 2002 • Zenith National Insurance Corp • Fire, marine & casualty insurance

WHEREAS, Zenith Insurance Company ("Zenith"), CalFarm Insurance Company ("CalFarm"), ZNAT Insurance Company ("ZNAT"), Zenith Star Insurance Company ("Zenith Star"), and Zenith Insurance Company of Florida (Zenith/Florida) have previously entered into a Reinsurance and Pooling Agreement effective October 1,1993; as amended, and

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NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 12th, 2002 • Zenith National Insurance Corp • Fire, marine & casualty insurance

THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of July 24, 2002 is entered into between ZENITH NATIONAL INSURANCE CORP. (the "Company") and BANK OF AMERICA, N.A. (the "Bank").

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AMENDMENT NO. 1 TO REINSURANCE AND POOLING AGREEMENT
Reinsurance and Pooling Agreement • August 12th, 2002 • Zenith National Insurance Corp • Fire, marine & casualty insurance

WHEREAS, Zenith Insurance Company ("Zenith"), CalFarm Insurance Company ("CalFarm"), ZNAT Insurance Company ("ZNAT"), and Zenith Star Insurance Company ("Zenith Star") have previously entered into a Reinsurance and Pooling Agreement effective October 1, 1993; and

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AMENDMENT NO. 5 TO COST ALLOCATION AGREEMENT
Zenith National Insurance Corp • August 12th, 2002 • Fire, marine & casualty insurance

WHEREAS, Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Insurance Agency, and Zenith Star Insurance Company, have previously entered into a Cost Allocation Agreement; and

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AMENDMENT NO. 4 TO COST ALLOCATION AGREEMENT
Zenith National Insurance Corp • August 12th, 2002 • Fire, marine & casualty insurance

WHEREAS, Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Insurance Agency, Zenith Star Insurance Company, and Zenith Insurance Company of Florida have previously entered into a Cost Allocation Agreement; and

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AMENDMENT NO. 1 TO COST ALLOCATION AGREEMENT
Zenith National Insurance Corp • August 12th, 2002 • Fire, marine & casualty insurance

WHEREAS, Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Life Insurance Company, and CalFarm Insurance Agency have previously entered into a Cost Allocation Agreement; and

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AMENDMENT NO. 2 TO REINSURANCE AND POOLING AGREEMENT
Zenith National Insurance Corp • August 12th, 2002 • Fire, marine & casualty insurance

WHEREAS, Zenith Insurance Company ("Zenith"), CalFarm Insurance Company ("CalFarm"), ZNAT Insurance Company ("ZNAT"), and Zenith Star Insurance Company ("Zenith Star") have previously entered into a Reinsurance and Pooling Agreement effective October 1, 1993; and

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REINSURANCE AND POOLING AGREEMENT
Reinsurance and Pooling Agreement • August 12th, 2002 • Zenith National Insurance Corp • Fire, marine & casualty insurance

WHEREAS, Zenith Insurance Company ("Zenith") owns 100% of the outstanding common stock of CalFarm Insurance Company ("CalFarm"), ZNAT Insurance Company ("ZNAT"), and Zenith Star Insurance Company ("Zenith Star"), and;

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AMENDMENT NO. 2 TO COST ALLOCATION AGREEMENT
Zenith National Insurance Corp • August 12th, 2002 • Fire, marine & casualty insurance

WHEREAS, Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Life Insurance Company, and CalFarm Insurance Agency have previously entered into a Cost Allocation Agreement; and

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AMENDMENT NO. 4 (the "Amendment") to REINSURANCE AND POOLING AGREEMENT between ZENITH INSURANCE COMPANY CALFARM INSURANCE COMPANY ZNAT INSURANCE COMPANY and ZENITH STAR INSURANCE COMPANY Dated March 31, 1999
Stock Purchase Agreement • August 12th, 2002 • Zenith National Insurance Corp • Fire, marine & casualty insurance

WHEREAS, the parties hereto (together, the "Pool Companies") have agreed to terminate the participation of CalFarm Insurance Company ("CalFarm"; the Pool Companies other than the CalFarm being termed the "Zenith Companies") in that certain Reinsurance Pooling and Agreement, by and between the parties hereto, effective as of 12:01 a.m., October 1, 1993, as amended by Amendment Nos. 1, 2 and 3, effective January 25, 1995, January 1, 1997 and June 30, 1998, respectively (the "Pooling Agreement"); and

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AMENDED AND RESTATED TAX SHARING AGREEMENT
Tax Sharing Agreement • August 12th, 2002 • Zenith National Insurance Corp • Fire, marine & casualty insurance • California

This Amended and Restated Tax Sharing Agreement (the "Agreement") is made as of this 1st day of January 1991, by, between and among Zenith National Insurance Corp. ("Zenith National") and its subsidiaries Zenith Insurance Company, CalRehab Services, Inc. (formerly ZNAT Rehabilitation Services, Inc.), CalFarm Insurance Company, CalFarm Insurance Agency, Cal-Ag Insurance Services, Inc., CalFarm Annuity Services Company, ZNAT Insurance Company and CalFarm Life Insurance Company (the "Existing Subsidiaries").

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AMENDMENT NO. 2 TO AMENDED AND RESTATED TAX SHARING AGREEMENT
Tax Sharing Agreement • August 12th, 2002 • Zenith National Insurance Corp • Fire, marine & casualty insurance

WHEREAS, Zenith National Insurance Corp. ("Zenith National"), and its subsidiaries Zenith Insurance Company, CalRehab Services, Inc. (formerly ZNAT Rehabilitation Services, Inc.), CalFarm Insurance Company, CalFarm Insurance Agency, Cal-Ag Insurance Services, Inc., ZNAT Insurance Company, Zenith Star Insurance Company and Perma-Bilt, a Nevada Corporation (the "Existing Subsidiaries), have previously entered into an Amended and Restated Tax Sharing Agreement; and

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AMENDMENT NO. 1 TO AMENDED AND RESTATED TAX SHARING AGREEMENT
Tax Sharing Agreement • August 12th, 2002 • Zenith National Insurance Corp • Fire, marine & casualty insurance

WHEREAS, Zenith National Insurance Corp. ("Zenith National"), and its subsidiaries Zenith Insurance Company, CalRehab Services, Inc. (formerly ZNAT Rehabilitation Services, Inc.), CalFarm Insurance Company, CalFarm Insurance Agency, Cal-Ag Insurance Services, Inc., CalFarm Annuity Services Company, ZNAT Insurance Company, CalFarm Life Insurance Company, Zenith Star Insurance Company and Perma-Bilt, a Nevada Corporation (the "Existing Subsidiaries"), have previously entered into an Amended and Restated Tax Sharing Agreement; and

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