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FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT | Document Parties: LANDAMERICA FINANCIAL GROUP INC | SUNTRUST BANK You are currently viewing:
This Revolving Credit Agreement involves

LANDAMERICA FINANCIAL GROUP INC | SUNTRUST BANK

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Title: FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Governing Law: New York     Date: 11/14/2005
Industry: Insurance (Prop. and Casualty)     Sector: Financial

FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, Parties: landamerica financial group inc , suntrust bank
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Exhibit 10.1

FOURTH AMENDMENT TO

REVOLVING CREDIT AGREEMENT

 

 

THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “ Amendment ”), is made and entered into as of November 11, 2005, by and among LANDAMERICA FINANCIAL GROUP, INC., a Virginia   corporation (the “ Borrower ”), the several banks and other financial institutions from time to time party hereto (collectively, the “ Lenders ”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “ Administrative Agent ”), as Issuing Bank (the “Issuing Bank” ), and as Swingline Lender (the “Swingline Lender” ).

 

W   I   T   N   E   S   S   E   T   H :

 

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Revolving Credit Agreement, dated as of November 6, 2003, as amended by that certain First Amendment to Revolving Credit Agreement, dated as of March 17, 2004, that certain Second Amendment to Revolving Credit Agreement, dated as of April 30, 2004, and that certain Third Amendment to Revolving Credit Agreement, dated as of October 27, 2004 (as so amended and as further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to the Borrower; and

 

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and subject to the terms and conditions hereof, the Administrative Agent and the Lenders are willing to do so;

 

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower, the Lenders and the Administrative Agent agree as follows:

 

1.    Amendments .

 

(a)    Section 1.1 of the Credit Agreement is hereby amended by replacing the definition of Contingent Obligation in its entirety with the following definition:

 

Contingent Obligation ” shall mean, as to any Person, any direct or indirect liability of that Person, whether or not contingent, with or without recourse, (a) with respect to any Indebtedness, any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, dividend, letter of credit or other obligation (the “primary obligations”) of another Person (the “primary obligor”), including any obligation of that

 


 

Person (i) to purchase, repurchase or otherwise acquire such primary obligations or any security therefore, (ii) to advance or provide funds for the payment or discharge of any such primary obligation, or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof (each, a “Guaranty Obligation”), (b) with respect to any Surety Instrument issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments; (c) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered, or (d) in respect of any Hedging Transactions, but excluding, in each case, any obligation of any Insurance Subsidiary to pay any amount owing under any insurance policy or contract issued by such Person in the ordinary course of business. The amount of any Contingent Obligation shall, in the case of Guaranty Obligations, be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonable anticipated liability in respect thereof, and in the case of other Contingent Obligations other than in respect of Hedging Transactions, shall be equal to the maximum reasonably anticipated liability in respect thereof and, in the case of Contingent Obligations in respect of Hedging Transactions, shall be equal to the Net Mark-to-Market Exposure as of such date.

 

(b)    Section 7.5 of the Credit Agreement is hereby amended by replacing subsection (c) of such Section in its entirety with the following new subsection (c):

 

(c)   declare or pay cash dividends to its stockholders and purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash in an aggregate amount for all such dividends, purchases, redemptions and acquisitions not in excess of 50% of Consolidated Net Income

 

2


 

of the Borrower arising after December 31, 2002 and computed on a cumulative consolidated basis; provided , that immediately after giving effect to such proposed action, no Default or Event of Default would exist;

 

(c)    Section 7.11 of the Credit Agr


 
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