EXHIBIT 4.1
Composite Conformed Copy
AMENDMENT NO. 6
AMENDMENT NO. 6 dated as of April 1, 1997 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
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lenders party thereto (the "Lenders") and THE CHASE MANHATTAN BANK, as agent
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(the "Agent") for the Lenders (such Amendment and Restatement, as amended by
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Amendment No. 1 thereto dated as of June 1, 1994, Amendment No. 2 thereto
dated as of November 22, 1994, Amendment No. 3 thereto dated as of March 31,
1995, Amendment No. 4 thereto dated as of June 1, 1995 and Amendment No. 5
thereto dated as of February 16, 1996, being herein called the "Credit
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Agreement").
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The Company has requested that the Lenders agree to certain amendments of the
Credit Agreement. 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
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same meanings when used herein.
SECTION 2. AMENDMENTS OF CREDIT AGREEMENT. Effective
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as of the date, and subject to the conditions, set forth in Section 3 hereof,
the Credit Agreement is hereby amended as follows:
A. Section 1.01 of the Credit Agreement is amended by inserting the
following new defined term in the appropriate alphabetical order:
"Capital Securities" shall mean preferred securities issued by a
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Subsidiary of the Company organized as a Delaware business trust that are
redeemable, at the option of such issuer, ten years or more after the
issuance thereof, which securities are guaranteed by the Company and the
proceeds of which are invested in junior subordinated securities of the
Company.
B. The definition of "Indebtedness" in Section 1.01 of the Credit
Agreement is amended by inserting in clause (a) thereof, in the eighth line at
the end of the parenthetical clause contained therein, the following words:
", but excluding any Capital Securities permitted under Section 8.07(p)
hereof".
C. The definition of "Stockholders' Equity" in Section 1.01 of the
Credit Agreement is amended by inserting, at the end of such definition
immediately prior to the period, the following words : ", provided that
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stockholders' equity shall not include any Capital Securities".
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D. Section 8.07 of the Credit Agreement is amended by (i) deleting the
word "and" at the end of clause (n) thereof, (ii) replacing the period at the
end of clause (o) thereof with a semi-colon followed by the word "and", and
(iii) inserting a new clause (p) to read as follows:
" (p) Capital Securities up to but not exceeding $100,000,000 at any
one time outstanding."
E. Each reference in the Credit Agreement to the Credit Agreement
(including references such as "herein", "hereunder" and the like) is amended to
refer to the Credit Agreement as amended hereby and (unless the context
otherwise requires) to this Amendment.
F. 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
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Section 2 hereof shall become effective as of the date hereof upon the
satisfaction of the following conditions precedent: (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 Majority Lenders; and (b) 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 counting. The Agent will
advise the Company and the Lenders when such conditions have been so satisfied.
Section 4. EXPENSES. The Company hereby confirms its obligations under
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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
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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
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construed in accordance with the laws of the state of New York.
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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/ THOMAS A. KLEMENS
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Title: E.V.P./C.F.O.
By /s/ MARK R ARNESEN
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Title: V.P./Secretary
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THE CHASE MANHATTAN BANK
By /s/ DEBORAH VAN ZIJL
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Title: Vice President
WELLS FARGO BANK, N.A.
By /s/ MICHAEL SULLIVAN
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Title: Michael Sullivan
Vice President
IMPERIAL BANK
By /s/ MICHAEL SNOW
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Title: Vice President
SANWA BANK CALIFORNIA
By /s/ ART DUNBAR
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Title: Vice President
UNION BANK
By /s/ D S LAMBELL
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Title: Vice President
NBD BANK
By /s/ ANN H. CHUDACOFF
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Title: Vice President
THE CANADA LIFE
ASSURANCE COMPANY
CUMMINGS & CO., as Nominee for
The Canada Life Assurance Company
By /s/ WILFREDO CUEVAS
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Title: Wilfredo Cuevas, A.V.P.
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THE CHASE MANHATTAN BANK
as Agent
By /s/ DEBORAH VAN ZIJL
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Title: Vice President