Exhibit (4)
[COMPOSITE CONFORMED COPY]
AMENDMENT NO. 4
AMENDMENT NO. 4 dated as of June 1, 1995 to the AMENDMENT AND
RESTATEMENT dated as of April 28, 1993 of CREDIT AGREEMENT dated as of April
21, 1992 between THE FIRST AMERICAN FINANCIAL CORPORATION (the "Company"), the
-------
lenders party thereto (the "Lenders") and THE CHASE MANHATTAN BANK (NATIONAL
-------
ASSOCIATION), as agent (the "Agent") for the Lenders (such Amendment and
-----
Restatement, as amended by Amendment No. 1 thereto dated as of June 1, 1994,
Amendment No. 2 thereto dated as of November 22, 1994 and Amendment No. 3
thereto dated as of March 31, 1995, being herein called the "Credit
------
Agreement").
-----------
The Company has requested that the Lenders agree to certain
amendments of the Credit Agreement and the Pledge Agreement referred to
therein. The Lenders are willing to do so on the terms and conditions
contained herein.
Accordingly, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS. Terms defined in the Credit Agreement
-----------
shall have the same meanings when used herein.
SECTION 2. AMENDMENTS OF CREDIT AGREEMENT AND PLEDGE AGREEMENT.
---------------------------------------------------
Effective as of June 1, 1995 but subject to Section 3 hereof, the Credit
Agreement and the Pledge Agreement are hereby amended as follows:
A. Section 8.08(a) of the Credit Agreement is amended by changing
clause (v) thereof to read as follows:
(v) Interest Rate Protection Agreements (including those required
by Section 8.15 hereof) so long as the aggregate outstanding notional
principal amount of all transactions under such Agreements does not
exceed an amount equal to the sum of the aggregate outstanding principal
amount of the Bank Loans plus the aggregate outstanding unused amount of
the New Revolving Credit Commitments at any time;
B. The definition of "Secured Obligations" in Section 1 of the
Pledge Agreement is amended by substituting the words "to which the Company
and such Lender are parties" for the words "entered into pursuant to the
requirements set forth in Section 8.15 of the Credit Agreement" appearing
therein.
C. Each reference in the Credit Agreement to the Credit Agreement
(including references such as "herein", "hereunder" and the like) or the
Pledge Agreement is amended to refer to the Credit Agreement or the Pledge
Agreement (as the case may be) as heretofore amended and as amended hereby and
each reference in the Pledge Agreement to the Pledge Agreement (including
references such as "herein", "hereunder" and the like) or the Credit Agreement
is amended to refer to the Pledge Agreement or the Credit Agreement (as the
case may be) as heretofore amended and as hereby amended.
D. Except as hereby expressly amended, the Credit Agreement shall
remain in full force and effect.
SECTION 3. EFFECTIVENESS OF AMENDMENTS. The amendments provided
---------------------------
for by Section 2 hereof shall become effective upon the satisfaction of the
following conditions precedent (except, other than in the case of the
condition precedent specified in clause (a) below, to the extent waived by or
with the consent of the Majority Lenders): (a) the execution and delivery by
the Agent of a counterpart of this Amendment and the receipt by the Agent of
counterparts of this Amendment executed and delivered by the Company and the
Lenders; (b) the receipt by the Agent of evidence satisfactory to Milbank,
Tweed, Hadley & McCloy of the due authorization, execution and delivery by the
Company of this Amendment; and (c) the receipt by the Agent of a certificate
of a senior officer of the Company to the effect that no Default under the
Credit Agreement (as amended hereby) has occurred and is continuing. The
Agent will advise the Company and the Lenders when such conditions have been
so satisfied (or waived as aforesaid).
12
SECTION 4. EXPENSES. The Company hereby confirms its obligations
--------
under Section 11.03(a)(ii) of the Credit Agreement with respect to the
reasonable out-of-pocket costs and expenses of the Agent (including, without
limitation, the reasonable fees and expenses of Milbank, Tweed, Hadley &
McCloy) in connection with the negotiation, preparation, execution and
delivery of this Amendment).
SECTION 5. COUNTERPARTS. This Amendment may be executed in any
------------
number of counterparts, all of which taken together shall constitute one and
the same instrument, and any of the parties hereto may execute this Amendment
by executing any such counterpart.
SECTION 6. NEW YORK LAW. This Amendment shall be governed by and
------------
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
THE FIRST AMERICAN FINANCIAL
CORPORATION
By /s/ Parker S. Kennedy
----------------------------------
Title:
By /s/ Thomas A. Klemens
----------------------------------
Title: V.P./C.F.O.
THE CHASE MANHATTAN BANK, N.A.
By /s/ Robert A. Foster
----------------------------------
Title: Vice President
FIRST INTERSTATE
BANK OF CALIFORNIA
By /s/ Marla W. Johnson
----------------------------------
Title: Vice President
IMPERIAL BANK
By /s/ Paul A. Krupela
----------------------------------
Title: Vice President
SANWA BANK CALIFORNIA
By /s/ Art Dunbar
----------------------------------
Title: V.P.
13
UNION BANK
By /s/ D. S. Lambell
----------------------------------
Title: VP/SCE
NBD BANK
By /s/ Richard J. Johnsen
--------------------------------
Title: Richard J. Johnsen
Vice President
THE CANADA LIFE
ASSURANCE COMPANY
INCE & CO., as Nominee for
The Canada Life Assurance
Company
By /s/ Eugene Bohan
--------------------------------
Title: Eugene Bohan
A Partner
THE CHASE MANHATTAN BANK, N.A.,
as Agent
By /s/ Robert A. Foster
--------------------------------
Title:
14