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Exhibit 10.8.3.4
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of February 24, 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. 4, 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 1.01 of the Credit Agreement shall be amended
by inserting the following new defined term in the appropriate alphabetical
order:
"Arbitrage Loans" shall mean loans in an aggregate
outstanding amount not exceeding $175,000,000 at any one time
made by any financial institution (a "lender") which is, at
the time of the making of such loan, a depository (whether on
its own behalf or as escrow agent) of the Company or any
Subsidiary of the Company, to the Company or any such
Subsidiary in an amount not exceeding the amount of the
deposits of the Company or any such Subsidiary held by such
depository, the
Amendment No. 4
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proceeds of which are invested in U.S. Government securities
and/or certificates of deposit rated A-1 or P-1 and having a
term not exceeding the maturity date of such loan (but in no
event longer than 92 days), provided that (i) the relevant
borrower shall have a right of offset against such investment
(in the case of certificates of deposit) and (ii) all such
loans must be off the balance sheet of the Company and its
Subsidiaries at the last day of any quarterly fiscal period.
2.03. Section 8.07 of the Credit Agreement shall be amended
by (i) deleting the word "and" at the end of clause (d) thereof, (ii) replacing
the period at the end of clause (e) thereof with a semicolon and (iii) adding
the following new clauses (f), (g) and (h) thereto:
"(f) Indebtedness of FNF Ventures, Inc. to the Small Business
Administration in an aggregate outstanding amount not exceeding
$20,000,000 at any one time;
(g) Indebtedness of Western American Exchange Corporation
("WestAmex"), or any other Wholly Owned Subsidiary of the Company
primarily engaged in the same business as WestAmex, incurred in
connection with exchanges of property with respect to which no gain or
loss is recognized pursuant to Section 1031 of the United States
Internal Revenue Code, provided that (i) such exchange is entered into
in the ordinary course of business of WestAmex, (ii) such Indebtedness
is recourse only to the property subject to the exchange and (iii) the
aggregate amount of all such Indebtedness shall not exceed $25,000,000
at any time; and
(h) Arbitrage Loans."
2.04. Section 8.08(c) of the Credit Agreement shall be
amended by adding the words ", provided that the aggregate amount of all
Investments in the restaurant business or businesses related thereto made under
Section 8.05 does not exceed 10% of the Consolidated Investment Portfolio"
immediately preceding the semicolon therein.
2.05. Section 8.08 of the Credit Agreement shall be amended by
adding the following clause (l) thereto:
"(l) Arbitrage Loans."
Amendment No. 4
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2.06. Section 8.12 of the Credit Agreement shall be amended
by replacing "$15,000,000" with "$25,000,000".
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. 4.
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. 4 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. 4 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. 4 by signing any such
counterpart. This Amendment No. 4 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. 4 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
and Chief Financial
Officer
BANKS
THE CHASE MANHATTAN BANK
By
--------------------------------
Title:
Amendment No. 4
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2.06. Section 8.12 of the Credit Agreement shall be amended
by replacing "$15,000,000" with "$25,000,000".
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. 4.
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. 4 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. 4 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. 4 by signing any such
counterpart. This Amendment No. 4 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. 4 to be duly executed and delivered as of the day and year first
above written.
FIDELITY NATIONAL FINANCIAL, INC.
By
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Title:
BANKS
THE CHASE MANHATTAN BANK
By /s/ Xxxxxx X. Xxxxxx
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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
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Title:
XXXXX FARGO BANK, N.A.
By
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Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By
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Title:
Amendment Xx. 0
0
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XXXXXXXX XXXX
By
-------------------------------
Title:
SANWA BANK CALIFORNIA
By /s/ Xxxx X. Xxxxx
-------------------------------
Title: Vice President
XXXXX FARGO BANK, N.A.
By
-------------------------------
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By
-------------------------------
Title:
Amendment Xx. 0
0
- 0 -
XXXXXXXX XXXX
By
-------------------------------
Title:
SANWA BANK CALIFORNIA
By
-------------------------------
Title:
XXXXX FARGO BANK, N.A.
By /s/ Xxxxxxx Xxxxxxxx
-------------------------------
Title: Vice President
THE CHASE MANHATTAN BANK,
as Administrative Agent
By
-------------------------------
Title:
Amendment Xx. 0
0
- 0 -
XXXXXXXX XXXX
By
-------------------------------
Title:
SANWA BANK CALIFORNIA
By
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Title:
XXXXX FARGO BANK, N.A.
By
-------------------------------
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Title: Vice President
Amendment No. 4
