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EXHIBIT 3
SERIES A CONVERTIBLE DEBENTURES AND
SERIES 1, 2 AND 3 DETACHABLE WARRANT
PURCHASE AGREEMENT
Previously filed on September 26, 1996 with the Securities and Exchange
Commission ("Commission") as Exhibit 3 to SNIG's Statement on Schedule 13D, as
amended by Exhibit 2 to Amendment No. 1 to Schedule 13D, filed on October 24,
1996 with the Commission, and incorporated herein by reference.
FIRST AMENDMENT TO SERIES A CONVERTIBLE DEBENTURES AND
SERIES 1, 2 AND 3 DETACHABLE WARRANT PURCHASE AGREEMENT
This FIRST AMENDMENT TO SERIES A CONVERTIBLE DEBENTURES AND SERIES 1,
2 AND 3 DETACHABLE WARRANT PURCHASE AGREEMENT (this "Amendment") is entered
into as of February 17, 1997 (the "Effective Date") by and among SUPERIOR
NATIONAL INSURANCE GROUP, INC., a California corporation ("Superior"), PRAC
LIMITED PARTNERSHIP, a Nevada limited partnership ("Prac") and ALLSTATE
INSURANCE COMPANY, a Illinois insurance company ("Allstate") (Prac and
Allstate, each, a "Security Holder" and, collectively, the "Security Holders").
WHEREAS, the parties hereto have heretofore entered into a Series A
Convertible Debentures and Series 1, 2 and 3 Detachable Warrant Purchase
Agreement dated as of September 17, 1996 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to provide
for changes in certain definitions, covenants, representations and warranties,
and certain other changes.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby. In addition, all references to the "Effective
Date" in the Agreement and this Amendment shall mean February 17, 1997.
Section 2. Amendment to Recital C of the Agreement. Recital C of the
Agreement is amended to read in its entirety as follows:
"C. Superior and Pac Rim have entered into an Amended and
Restate Agreement and Plan of Merger (the "Merger Agreement") dated as
of February 17, 1997 (the "Effective Date") pursuant to the terms of
which Superior will acquire substantially all the issued and
outstanding shares of Pac Rim's common stock. Capitalized terms used
but not defined herein have the respective meanings set forth in the
Merger Agreement."
Section 3. Amendment to Section 7.3(iii) of the Agreement. Section
7.3(iii) of the Agreement is amended to read in its entirety as follows:
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(iii) if to Prac, to
Wedbush ▇▇▇▇▇▇ Securities
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. Pickup
Section 4. Representations and Warranties of Superior, Prac and
Allstate. Superior, Prac and Allstate hereby represent and warrant to one
another that their execution, delivery and performance of this Amendment have
been duly authorized by all necessary corporate and other action. Neither
Superior, Prac or Allstate is required to obtain any consent, approval or
authorization of, or to make any registration, declaration or filing with, any
governmental authority in order for this Amendment to be effective and
enforceable. The Agreement as amended by this Amendment constitutes the legal,
valid and binding obligation of such party, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights and subject to the application of equitable
principles and availability of equitable remedies. The execution, delivery and
performance of this Amendment and the Agreement as amended by this Amendment do
not and will not, with or without the giving of notice or the passage of time
or both, violate or conflict with, or result in a breach or termination of any
provisions of, or constitute a default under, the charter or by-laws of any
party hereto, or any agreement, commitment, or any order, judgment, decree,
statute, regulation or other restriction of any kind or description to which
such party is a party or by which it or any of its assets may be bound.
Section 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware.
Section 6. Counterparts. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
SUPERIOR: SUPERIOR NATIONAL INSURANCE
GROUP, INC.
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
ALLSTATE: ALLSTATE INSURANCE COMPANY
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇
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Name: J. ▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
PRAC: PRAC LIMITED PARTNERSHIP,
a Nevada limited partnership
By: Somme, Inc., a Nevada corporation
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
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