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:
(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
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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