Exhibit 10.42
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement (this "Amendment") is made as
of December 31, 2000 by and among LandAmerica Financial Group, Inc. (formerly
known as Lawyers Title Corporation) (the "Company"), Bank of America, N.A.,
(f/k/a Bank of America National Trust and Savings Association), individually and
as agent (the "Agent"), and the other financial institutions signatory hereto
(the "Banks").
RECITALS:
WHEREAS, the Company, the Agent and the Banks are parties to that
certain Revolving Credit Agreement dated as of November 7, 1997 (as heretofore
amended, the "Credit Agreement"); and
WHEREAS, the Company, the Agent and the Banks desire to amend the
Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings given them in the Credit
Agreement.
SECTION 2. Amendment to Credit Agreement. The definition of "Debt
Service Coverage Ratio" in Section 1.01 of the Credit Agreement is hereby
amended by the addition of the following at the end:
"In any calculation of the Debt Service Coverage Ratio for a period
that includes the fiscal quarter ending December 31, 2000, income
before equity in undistributed income of Subsidiaries, as calculated
pursuant to clause (iii), shall be adjusted by the addition of write
offs of goodwill made in said fiscal quarter, up to a maximum amount of
$178,000,000."
SECTION 3. Conditions Precedent to Effectiveness of Amendment. This
Amendment shall become effective upon the date (the "Effective Date") when the
Company, the Agent and the Required Banks shall have executed and delivered this
Amendment and upon a payment to each Bank, executing this Amendment prior to
January 30, 2001, of an amendment fee equal to 0.10% of such Bank's Commitment.
SECTION 4. Representations and Warranties of Company. The Company
represents and warrants to the Agent and the Banks that:
(a) The representations and warranties contained in the
Credit Agreement are true and correct in all material respects at and
as of the date hereof as though made on and as of the date hereof
(except to the extent specifically made with regard to a particular
date).
(b) No Event of Default or Default has occurred and is
continuing.
(c) The execution, delivery and performance of this
Amendment has been duly authorized by all necessary action on the part
of, and duly executed and delivered by, the Company and this Amendment
is a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as the
enforcement thereof may be subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and general principles of equity
(regardless of whether such enforcement is sought in a proceeding in
equity or at law).
(d) The execution, delivery and performance of this
Amendment does not conflict with or result in a breach by the Company
of any term of any material contract, loan agreement, indenture or
other agreement or instrument to which the Company is a party or is
subject.
SECTION 5. References to and Effect on the Credit Agreement.
(a) On and after the Effective Date each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein,"
or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby.
(b) Except as specifically amended above, the Credit
Agreement shall remain in full force and effect and are hereby ratified
and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Agent or the Banks under
the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. This Amendment shall be binding upon the respective parties
hereto upon the execution and delivery of this Amendment by the Company, the
Agent, and each Bank. Delivery of an executed counterpart of a signature page of
this Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart of this Amendment.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
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OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS
PROVISIONS THEREOF.
SECTION 8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
[signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
LANDAMERICA FINANCIAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Title: SVP & Treasurer
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BANK OF AMERICA, N.A., as Agent and as a Bank
By: /s/ Xxxx X. Xxxx
---------------------------------
Title: Managing Director
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SUNTRUST BANK, as Documentation Agent and a Bank
By: /s/
---------------------------------
Title: Director
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ALLFIRST BANK, as Co-Agent and a Bank
By: /s/
---------------------------------
Title: Senior Vice President
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FLEET NATIONAL BANK, as Co-Agent and a Bank
By: /s/
---------------------------------
Title: Director
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UNION BANK OF CALIFORNIA, N.A., as Co-Agent and
a Bank
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Title: Vice President
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COMERICA BANK, as a Bank
By: /s/
---------------------------------
Title: First Vice President
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FIRST UNION NATIONAL BANK, as a Bank
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Director
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MELLON BANK, N.A., as a Bank
By: /s/
---------------------------------
Title: Assistant Vice President
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PNC BANK, NATIONAL ASSOCIATION, as a Bank
By: /s/
---------------------------------
Title: Vice President
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