EXHIBIT (10)(j)
EXECUTION COUNTERPART
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of May 15, 2000 between THE FIRST AMERICAN
FINANCIAL CORPORATION, a corporation duly organized and validly existing under
the laws of the State of California (the "Company"); each of the lenders that
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is a signatory hereto (individually, a "Lender" and, collectively, the "Lenders
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and THE CHASE MANHATTAN BANK, as agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Administrative Agent").
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The Company, the Lenders and the Administrative Agent are parties to
a Credit Agreement dated as of July 29, 1997 (the "Credit Agreement"), pursuant
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to which a revolving credit facility is made available to the Company. The
Company, the Lenders 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
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Amendment No. 2, terms defined in the Credit Agreement (as amended hereby) are
used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
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precedent specified in Section 4 below, but effective as of the date hereof, 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 adding
the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate alphabetical locations
and amending the following definitions (to the extent already included in said
Section 1.01):
"Sale/Leaseback Transaction" shall mean any arrangement with any
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Person whereby the Company or any of its Subsidiaries shall sell or
otherwise transfer any of its Property and thereafter rent or lease such
Property or similar Property for substantially the same use or uses as the
Property sold or transferred.
"Synthetic Lease" shall mean a lease of Property designed to permit
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the lessee (a) to claim depreciation on such Property under U.S. tax law
and (b) to treat such lease as an operating lease or not to reflect the
leased Property on the lessee's balance sheet under GAAP.
Amendment No.2
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2.03. Section 8.06 of the Credit Agreement shall be amended by (i)
deleting the word "and" at the end of clause (n) thereof, (ii) relettering
clause "(o)" thereof as "(p)" and (iii) inserting a new clause (o), immediately
following such clause (n), to read as follows:
"(o) Liens under Sale/Leaseback Transactions and Synthetic Leases
permitted by Section 8.16 hereof; provided that no such Lien shall extend
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to or cover any Property other than the Property subject to such
Sale/Leaseback Transactions and/or Synthetic Leases; and".
2.04. Clause (i) of Section 8.07 of the Credit Agreement shall be
amended in its entirety to read as follows:
"(i) Indebtedness of any Subsidiary secured by a Lien upon real
Property, provided that (i) the holder of such Indebtedness has recourse
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only to such real Property (and not to such Subsidiary or to the Company or
any of its other Subsidiaries) and (ii) the principal amount of such
Indebtedness does not exceed 80% of the book value of such real Property;".
2.05. Clause (k) of Section 8.07 of the Credit Agreement shall be
amended in its entirety to read as follows:
"(k) Obligations under Sale/Leaseback Transactions and Synthetic
Leases permitted by Section 8.16 hereof; and".
2.06. Section 8.16 of the Credit Agreement shall be amended in its
entirety to read as follows:
"8.16 Sale/Leaseback Transactions and Synthetic Leases. The Company
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will not, nor will it permit any of its Subsidiaries to, enter into any
Sale/Leaseback Transaction or Synthetic Lease, if, as a result thereof, the
aggregate amount of rent and lease payments payable in any fiscal year by
the Company and its Subsidiaries under all such arrangements would exceed
$25,000,000."
Section 3. Representations and Warranties. The Company represents
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and warrants to the Lenders 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. 2.
Section 4. Conditions Precedent to Effectiveness. The amendments to
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the Credit Agreement set forth in Section 2 hereof shall become effective, as of
the date hereof, upon
Amendment No.2
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receipt by the Administrative Agent of one or more counterparts of this
Amendment No. 2 executed by the Company and the Majority Lenders.
Section 5. Miscellaneous. Except as herein provided, the Credit
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Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 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. 2 by signing any such counterpart. This
Amendment No. 2 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No.2
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed and delivered as of the day and year first above written.
THE FIRST AMERICAN FINANCIAL
CORPORATION
By /s/ MARK R ARNESEN
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Title: Mark R Arnesen, Secretary
By /s/ DREW R. CREE
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Name: Drew R. Cree
Title: Vice President
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent
By /s/ DONALD RANDS
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Name: Donald Rands
Title: Vice President
SANWA BANK CALIFORNIA
By /s/ ROBERT LIGON
_____________________
Name: Robert Ligon
Title: Vice President
Amendment No.2
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UNION BANK OF CALIFORNIA, N.A.
By /s/ LYLE J. BOWER
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Name: Lyle J. Bower
Title: Vice President
COMERICA BANK
By /s/ DAVID WEISMILLER
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Name: David Weismiller
Title: Corporate Banking Officer
Amendment No.2
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