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EXHIBIT 10.8.3.9
MTH&M DRAFT
2/6/98
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of February __, 1998, between FIDELITY
NATIONAL FINANCIAL, INC., a corporation duly organized and validly existing
under the laws of the State of Delaware (the "Company"); each of the lenders
that is a signatory hereto (individually, a "Bank" and, collectively, the
"Banks"); and THE CHASE MANHATTAN BANK, a New York state-chartered banking
corporation, as administrative agent for the Banks (in such capacity, together
with its successors in such capacity, the "Administrative Agent").
The Company, the Banks and the Administrative Agent are parties
to a Credit Agreement dated as of September 21, 1995 (as heretofore modified and
supplemented and in effect on the date hereof, the "Credit Agreement"),
providing, subject to the terms and conditions thereof, for loans to be made by
said Banks to the Company in an aggregate principal amount not exceeding
$35,000,000. The Company, the Banks and the Administrative Agent wish to amend
the Credit Agreement in certain respects, and accordingly, the parties hereto
hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 9, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 4 below, the Credit Agreement shall be
amended as follows:
2.01. References in the Credit Agreement (including references to
the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed
to be references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement shall be amended be
adding the following new definition in the appropriate alphabetical order:
"'Granite' shall mean Granite Financial, Inc., a Delaware corporation."
2.02. The definition of "Revolving Credit Commitment Termination
Date" in Section 1.01 of the Credit Agreement shall be hereby amended to read in
its entirety as follows:
Amendment No. 9
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"'Revolving Credit Commitment Termination Date' shall mean April 15,
1998, subject to extension as provided in Section 2.09 hereof."
2.03. The parenthetical in Section 8.08(d) of the Credit
Agreement shall be amended by adding the words "and other than Investments in
Granite unless expressly permitted by Section 8.08(l) hereof" immediately after
the word "hereof" in the third line thereof.
2.04. Section 8.08 of the Credit Agreement shall be amended by
adding a new clause (m) thereto to read as follows:
"(m) Investments in the capital stock of Granite, provided that
(i) such Investments shall not have an aggregate purchase price in
excess of $137,000,000, (ii) after giving effect thereto, Granite shall
be a Wholly Owned Subsidiary of the Company but not a Restricted
Subsidiary and (iii) the Company shall forthwith amend the Pledge
Agreement to add all of the shares of such capital stock to the
Collateral provided for therein, deliver to the Administrative Agent the
certificates evidencing such shares, accompanied by undated stock powers
executed in blank and take such other action as the Administrative Agent
shall request to perfect the security interest created therein pursuant
to the Pledge Agreement, as so amended."
2.05. Section 8.17 of the Credit Agreement shall be amended by
adding the following language immediately after the word "Affiliate" and
immediately before the period in the last line thereof:
", provided that neither the Company nor any of its Affiliates may
lease, as lessee, at any time, more than 10% of the fair market value of
all assets then leased, directly or indirectly, by Granite or any of its
Subsidiaries or by any trust or other Person in which Granite or any of
its Subsidiaries holds any equity or residual interest".
Section 3. Representations and Warranties. The Company represents
and warrants to the Banks that: (a) the representations and warranties set forth
in Section 7 of the Credit Agreement are true and complete on the date hereof as
if made on and as of the date hereof and as if each reference in said Section 7
to "this Agreement" included reference to this Amendment No. 9 and (b) no
Default shall have occurred and be continuing.
Amendment No. 9
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Section 4. Conditions Precedent. As provided in Section 2 above,
the amendments to the Credit Agreement set forth in said Section 2 shall become
effective upon receipt by the Administrative Agent of: (a) duly executed
counterparts of this Amendment No. 9 by the Company and the Banks and (b)
evidence reasonably satisfactory to the Administrative Agent that the Company
has duly authorized the amendments contemplated by this Amendment No. 9.
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 9 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 9 by signing any such counterpart. This
Amendment No. 9 shall be governed by, and construed in accordance with, the law
of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 9 to be duly executed and delivered as of the day and year first above
written.
FIDELITY NATIONAL FINANCIAL, INC.
By /s/ A. D. Xxxx
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Title: Executive Vice President
and Chief Financial Officer
BANKS
THE CHASE MANHATTAN BANK
By /s/ Xxxxx X. Xxxxxxx
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Title: Vice President
Amendment Xx. 0
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XXXXXXXX XXXX
By /s/ Xxxx Xxxxxx
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Title: Vice President
SANWA BANK CALIFORNIA
By /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President / Manager
XXXXX FARGO BANK, N.A.
By /s/ Xxxxxx Xxxxxx
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Title: Vice President
THE CHASE MANHATTAN BANK,
as Administrative Agent
By /s/ Xxxxx X. Xxxxxxx
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Title: Vice President
Amendment No. 9
