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EXHIBIT 10.8.3.5
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 31, 1997, 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. 5, 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, but effective as of December
31, 1996, 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 8.06 of the Credit Agreement shall be amended by
(i) deleting the "and" at the end of clause (j) thereof, (ii) replacing the
period at the end of clause (k) thereof with a semicolon and the word "and" and
(iii) adding the following new clause (l) thereto:
"(l) liens on the property of any Subsidiary of the Company securing
obligations of such Subsidiary under letters of credit permitted by
Section 8.07(i) hereof plus additional obligations of such Subsidiary to
the issuer of such letter
Amendment No. 5
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of credit incurred in connection with such issuance and not exceeding
20% of the amount of such letter of credit."
2.03. Section 8.07 of the Credit Agreement shall be amended by
(i) deleting the word "and" at the end of clause (g) thereof, (ii) replacing the
period at the end of clause (h) thereof with a semicolon and the word "and" and
(iii) adding the following new clause (i) thereto:
"(i) Indebtedness under letters of credit for the account of (x) any of
the Subsidiaries of Nations Title in an aggregate amount not exceeding
$27,000,000 or (y) any of the Subsidiaries of the Company (other than
Nations Title or any of its Subsidiaries) in an aggregate amount not
exceeding $55,000,000, which letters of credit in any such case are
issued to reinsurers in connection with aggregate excess of loss
reinsurance transactions to cover funds held liabilities of such
reinsurers in connection with such transactions; provided that such
reinsurance transactions result in an increase in the statutory surplus
of Nations Title or the Company, as the case may be, in accordance with
Chapter 22 of the Accounting Practices and Procedures Manual for
Property and Casualty Insurers published by the National Association of
Insurance Commissioners."
Section 3. Representations and Warranties. The Company represents
and warrants to the Banks that 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. 5.
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, as of December 31, 1996, upon receipt by the Administrative Agent of
duly executed counterparts of this Amendment No. 5 by the Company and the Banks
constituting Majority Banks.
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 5 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. 5 by signing any such counterpart. This
Amendment No. 5 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 5
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 5 to be duly executed and delivered as of the day and year first above
written.
FIDELITY NATIONAL FINANCIAL, INC.
By /s/ Xxxx X. Xxxxxx
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Title: Executive Vice President
Chief Financial Officer
BANKS
THE CHASE MANHATTAN BANK
By /s/ Xxxxx X. Xxxxxx
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Title: Managing Director
IMPERIAL BANK
By /s/ Xxxx Xxxxxx
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Title: Vice President
SANWA BANK CALIFORNIA
By /s/ Xxxx X. Xxxxx
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Title: Vice President
XXXXX FARGO BANK, N.A.
By /s/ Xxxxxxx Xxxxxxxx
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Title: Vice President
Amendment Xx. 0
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XXX XXXXX MANHATTAN BANK,
as Administrative Agent
By /s/ Xxxxx X. Xxxxxx
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Title: Managing Director
Amendment No. 5
