1
Exhibit 10.8.3.2
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 15, 1996, 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 (NATIONAL ASSOCIATION), a national
banking association, 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. 1, 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 the date
hereof, 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 8.08(d) of the Credit Agreement shall be
amended by replacing the word "by" with the word "to" in the fifth line
thereof.
2.03. Section 8.08(i) of the Credit Agreement shall be
deleted in its entirety and each of the clauses (j), (k) and (l) shall be
relettered accordingly.
2.04. Section 8.08(k) of the Credit Agreement (to be
relettered 8.08(j) as contemplated above) shall be amended in its entirety to
read as follows:
Amendment Xx. 0
0
- 0 -
"Xxxxxxxxxxx (xxxxx than notes receivable and Investments of
the type described in clause (d) above) up to but not
exceeding $5,000,000 in any one Person and Investments in the
capital stock, bonds, notes or debentures of one other Person
up to but not exceeding the sum of (i) $15,000,000 plus (ii)
50% of the amount, if any, by which the retained earnings of
the Company as of the date of the most recent such Investment
exceeds the retained earnings of the Company as of June 30,
1995; provided that Investments permitted under this Section
8.08(j) shall not exceed $70,000,000 in the aggregate; and"
2.05. Section 8.17 of the Credit Agreement shall be amended
(i) by adding the words "including, without limitation, Investments permitted
by Section 8.08(k) (notwithstanding that the entities in which such Investments
are made are Affiliates)" immediately after the word "Agreement" and
immediately before the comma in the second line thereof and (ii) by adding, in
the parenthetical contained in clause (y) of the proviso therein, the words
"and other than transactions with CKE Restaurants Inc., a Delaware corporation"
immediately after the words "to an Affiliate".
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. 2.
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 the date hereof, upon the satisfaction of the following
conditions precedent:
4.01. Execution by All Parties. This Amendment No. 2 shall
have been executed and delivered by the Company and the Banks constituting
Majority Banks.
4.02. Documents. The Administrative Agent shall have
received the following documents, each of which shall be satisfactory to the
Administrative Agent in form and substance:
(1) Corporate Documents. Certified copies of the charter and
by-laws (or equivalent documents) of the Company (or, in the
alternative, a certification to the effect that
Amendment No. 2
3
- 3 -
none of such documents has been modified since delivery thereof on the
Closing Date pursuant to the Credit Agreement) and of all corporate
authority for the Company (including, without limitation, board of
director resolutions and evidence of the incumbency of officers for
the Company) with respect to the execution, delivery and performance
of this Amendment No. 2 and the Credit Agreement as amended hereby and
the loans under the Credit Agreement as amended hereby and each other
document to be delivered by the Company from time to time in
connection with the Credit Agreement as amended hereby (and the
Administrative Agent and each Bank may conclusively rely on such
certificate until it receives notice in writing from the Company to
the contrary).
(2) Other Documents. Such other documents as the
Administrative Agent or any Bank or special New York counsel to Chase
may reasonably request.
Section 5. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 2 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. 2 by signing any such
counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 2
4
- 4 -
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed and delivered as of the day and year first
above written.
FIDELITY NATIONAL FINANCIAL, INC.
By /s/ Xxxx X. Xxxxxx
---------------------------------
Title: Executive Vice President,
Chief Financial Officer
Amendment Xx. 0
0
- 0 -
XXXXX
XXX XXXXX XXXXXXXXX BANK
(NATIONAL ASSOCIATION)
By /s/ Xxxxxx X. Xxxxxx
--------------------------
Title: Vice President
IMPERIAL BANK
By /s/ Xxxx Xxxxxx
-------------------------
Title: Vice President
SANWA BANK CALIFORNIA
By /s/ Xxxx X. Xxxxx
--------------------------
Title: Vice President
FIRST INTERSTATE BANK
OF CALIFORNIA
By /s/ Xxxxx X. Xxxxxxx
--------------------------
Title: Vice President
Amendment Xx. 0
0
- 0 -
XXX XXXXX XXXXXXXXX BANK
(NATIONAL ASSOCIATION),
as Administrative Agent
By /s/ Xxxxxx X. Xxxxxx
-------------------------
Title: Vice President
Amendment No. 2
