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Exhibit (10)(i)
EXECUTION COUNTERPART
AMENDMENT NO. 1
AMENDMENT NO. 1 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 "Borrower"); each of the lenders that
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is a signatory hereto (individually, a "Lender" and, collectively, the
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"Lenders"); and THE CHASE MANHATTAN BANK, as agent for the Lenders (in such
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capacity, together with its successors in such capacity, the "Administrative
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Agent").
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The Borrower, the Lenders and the Administrative Agent are parties to
a Credit Agreement dated as of July 2, 1999 (the "Credit Agreement"), pursuant
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to which a revolving credit facility is made available to the Borrower. The
Borrower, 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. 1, 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 definition and inserting the same in the appropriate
alphabetical location:
"Synthetic Lease" means a lease of property or assets designed to
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permit the lessee (a) to claim depreciation on such property or assets
under U.S. tax law and (b) to treat such lease as an operating lease or not
to reflect the leased property or assets on the lessee's balance sheet
under GAAP.
2.03. Clause (l) of Section 6.01 of the Credit Agreement shall be
amended in its entirety to read as follows:
"(l) Obligations under Sale/Leaseback Transactions and Synthetic
Leases permitted by Section 6.07; and".
Amendment No.1
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2.04. Section 6.02 of the Credit Agreement shall be amended by (i)
deleting the word "and" at the end of clause (i) thereof, (ii) relettering
clause "(j)" thereof as "(k)" and (iii) inserting a new clause (j), immediately
following such clause (i), to read as follows:
"(j) Liens under Sale/Leaseback Transactions and Synthetic Leases
permitted by Section 6.07; provided that no such Lien shall extend to or
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cover any property other than the property subject to such Sale/Leaseback
Transactions and/or Synthetic Leases; and".
2.05. Section 6.07 of the Credit Agreement shall be amended in its
entirety to read as follows:
"6.07 Sale/Leaseback Transactions and Synthetic Leases. The Borrower
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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 Borrower and its Subsidiaries under all such arrangements would exceed
$25,000,000."
Section 3. Representations and Warranties. The Borrower represents
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and warrants to the Lenders that the representations and warranties set forth in
Section 3 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 3 to
"this Agreement" included reference to this Amendment No. 1.
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 receipt by the Administrative Agent of one or more
counterparts of this Amendment No. 1 executed by the Borrower and the Required
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. 1 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. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No.1
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 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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Name: Mark R Arnesen
Title: 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
_____________________________
Name: Donald Rands
Title: Vice President
COMERICA BANK
By /s/ DAVID WEISMILLER
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Name: David Weismiller
Title: Corporate Banking Officer
BANK ONE, NA
By /s/ THOMAS J. CONNOLLY
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Name: Thomas J. Connolly
Title: First Vice President
Amendment No.1
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FIRST SECURITY BANK, N.A.
By /s/ STEVEN M. KOHLER
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Name: Steven M. Kohler
Title: Vice President
FLEET NATIONAL BANK
By /s/ JAN-GEE W. MCCOLLAM
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Name: Jan-Gee W. McCollam
Title: Managing Director
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By /s/ W. DAVID WISDOM
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Name: W. David Wisdom
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ LYLE J. BOWER
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Name: Lyle J. Bower
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By /s/ DENETTE CORRALES
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Name: Denette Corrales
Title: Assistant Vice President
Amendment No.1
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