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Exhibit 10.8.3.3
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of July 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, 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. 3, 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 March
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 8.10(d) of the Credit Agreement shall be amended
in its entirety to read as follows:
"(d) Minimum Surplus. The Company will cause
Fidelity National Title Insurance Company, Fidelity National
Title Insurance Company of Pennsylvania and Fidelity National
Title Insurance Company of New York to maintain an aggregate
Surplus of $60,000,000 plus the Recoupment Amount, as at the
last day of each fiscal quarter of the Company."
Amendment No. 3
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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. 3.
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 March 31, 1996, upon receipt by the Administrative
Agent of duly executed counterparts of this Amendment No. 3 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. 3 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. 3 by signing any such
counterpart. This Amendment No. 3 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. 3 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
Amendment Xx. 0
0
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XXXXX
XXX XXXXX XXXXXXXXX BANK
By /s/ Xxxxxx X. Xxxxxx
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Title:
IMPERIAL BANK
By
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Title:
SANWA BANK CALIFORNIA
By
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Title:
XXXXX FARGO BANK, N.A.
By
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Title:
Amendment Xx. 0
0
- 0 -
XXXXX
XXX XXXXX XXXXXXXXX BANK
By
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Title:
IMPERIAL BANK
By /s/ Xxxx Xxxxxx
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Title: VP
SANWA BANK CALIFORNIA
By
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Title:
XXXXX FARGO BANK, N.A.
By
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Title:
Amendment Xx. 0
0
- 0 -
XXXXX
XXX XXXXX XXXXXXXXX BANK
By
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Title:
IMPERIAL BANK
By
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Title:
SANWA BANK CALIFORNIA
By /s/ Xxxx X. Xxxxx
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Title: Vice President
XXXXX FARGO BANK, N.A.
By
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Title:
Amendment Xx. 0
0
- 0 -
XXXXX
XXX XXXXX XXXXXXXXX BANK
By
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Title:
IMPERIAL BANK
By
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Title:
SANWA BANK CALIFORNIA
By
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Title:
XXXXX FARGO BANK, N.A.
By /s/ Xxxxxx Xxxxxx
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Title:
Amendment No. 3
