ex10_1.htm


    
      

      

    

    Ex.
10.1



    


    SECOND AMENDMENT
TO

    REVOLVING CREDIT
AGREEMENT

    


    


    THIS SECOND AMENDMENT TO REVOLVING
CREDIT AGREEMENT (this “Amendment”),
is made and entered into as of June 30, 2008, by and among LANDAMERICA FINANCIAL
GROUP, INC., a Virginia corporation (the “Borrower”),
the several banks and other financial institutions from time to time party
hereto (collectively, the “Lenders”)
and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the
“Administrative
Agent”), as Issuing Bank (the “Issuing
Bank”), and as Swingline Lender (the “Swingline
Lender”).

    


    W I T N E S S E T H:

    


    WHEREAS,
the Borrower, the Lenders and the Administrative Agent are parties to that
certain Revolving Credit Agreement, dated as of July 28, 2006, as amended by
that certain First Amendment to Revolving Credit Agreement dated as of November
30, 2007 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit
Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Credit Agreement), pursuant to
which the Lenders have made certain financial accommodations available to the
Borrower;

     

    WHEREAS,
the Borrower has requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement, and subject to the terms and
conditions hereof, the Administrative Agent and the Required Lenders are willing
to do so; and

     

    NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of
all of which are acknowledged, the Borrower, the Lenders and the Administrative
Agent agree as follows:

    


    1.           Amendments.

     

    (a)           Section
1.1 of the Credit Agreement is hereby amended adding the following definitions
of “Additional
Applicable Margin”,  “Administrative
Agent”,  “Borrower”, “Consolidated Fixed
Charges”, “Credit Rating”,
“Fitch”, "Fixed Charge Coverage
Ratio", “Investment Grade”,
“OFAC” “Patriot Act”, “Regulation T”, “Regulation U”, “Regulation X”, “Sanctioned Country”
and “Sanctioned
Person”, in the appropriate alphabetical order and by replacing the
definitions of “Aggregate Revolving
Commitment Amount”, “Applicable Margin”,
“Applicable
Percentage”, “Fee Letter”, “Foreign Lender”,
“Lenders”,
“Material Adverse
Effect”, “Obligations”, “Permitted
Investments”, “Revolving
Commitment”, “Revolving Credit
Note” and “Swingline Note” with
the following:

    


               “Additional Applicable
Margin” shall mean, on any date on which the Borrower’s Credit Rating is
below Investment Grade, 0.50% per


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    annum and
on any date on which the Borrower’s Credit Rating is Investment Grade or above,
0.00% per annum.

    


    “Administrative Agent”
shall have the meaning assigned to such term in the opening paragraph
hereof.

    


    “Aggregate Revolving
Commitment Amount” shall mean the aggregate principal amount of the
Aggregate Revolving Commitments from time to time.  On the Closing
Date, the Aggregate Revolving Commitment Amount equals
$150,000,000.

    


    “Applicable Margin”
shall mean, as of any date, with respect to interest on all Loans outstanding on
any date or the letter of credit fee referred to in Section 2.14(c), as
the case may be, a percentage per annum determined by reference to the
applicable Leverage Ratio in effect on such date as set forth on Schedule I; provided, that a
change in the Applicable Margin resulting from a change in the Leverage Ratio
shall be effective on the second Business Day after which the Borrower delivers
the financial statements required by Section 5.1(a) or
(b) and the
Compliance Certificate required by Section 5.1(c); provided further, that if at
any time the Borrower shall have failed to deliver such financial statements and
such Compliance Certificate when so required, the Applicable Margin shall be at
Level IV as set forth on Schedule I until such
time as such financial statements and Compliance Certificate are delivered, at
which time the Applicable Margin shall be determined as provided above.
Notwithstanding the foregoing, the Applicable Margin from the Closing Date until
the financial statements and Compliance Certificate for the Fiscal Quarter
ending June 30, 2008 are
required to be delivered shall be at Level IV as set forth on Schedule
I.  In the event that any financial statement or Compliance
Certificate delivered hereunder is shown to be inaccurate (at any time when this
Agreement or the Commitments are in effect), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Margin based upon the
pricing grid set forth on Schedule I (the
“Accurate Applicable
Margin”) for any period that such financial statement or Compliance
Certificate covered, then (i) the Borrower shall immediately deliver to the
Administrative Agent a correct financial statement or Compliance Certificate, as
the case may be, for such period, (ii) the Applicable Margin shall be adjusted
such that after giving effect to the corrected financial statements or
Compliance Certificate, as the case may be, the Applicable Margin shall be reset
to the Accurate Applicable Margin based upon the pricing grid set forth on Schedule I for such
period and (iii) the Borrower shall immediately pay to the Administrative Agent,
for the account of the Lenders, the accrued additional interest owing as a
result of such Accurate Applicable Margin for such period.   The
provisions of this definition shall not limit the rights


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    of the
Administrative Agent and the Lenders with respect to Section 2.13(c) or
Article VIII.

    


    “Applicable
Percentage” shall mean, with respect to the facility fee referred to in
Section 2.14(b)
as of any date, the percentage per annum determined by reference to the
applicable Leverage Ratio in effect on such date as set forth on Schedule I; provided, that a
change in the Applicable Percentage resulting from a change in the Leverage
Ratio shall be effective on the second Business Day after which the Borrower
delivers the financial statements required by Section 5.1(a) or
(b) and the
Compliance Certificate required by Section 5.1(c); provided further, that if at
any time the Borrower shall have failed to deliver such financial statements and
such Compliance Certificate, the Applicable Percentage shall be at Level IV as
set forth on Schedule
I until such time as such financial statements and Compliance Certificate
are delivered, at which time the Applicable Percentage shall be determined as
provided above.  Notwithstanding the foregoing, the Applicable
Percentage for the facility fee from the Closing Date until the financial
statements and Compliance Certificate for the Fiscal Quarter ending June 30,
2008 are required to be delivered shall be at Level IV as set forth on Schedule
I.  In the event that any financial statement or Compliance
Certificate delivered hereunder is shown to be inaccurate (at any time that this
Agreement or the Commitments are in effect, and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Percentage based upon
the pricing grid set forth on Schedule I (the
“Accurate Applicable
Percentage”) for any period that such financial statement or Compliance
Certificate covered, then (i) the Borrower shall immediately deliver to the
Administrative Agent a correct Financial Statement or Compliance Certificate, as
the case may be, for such period, (ii) the Applicable Percentage shall be
adjusted such that after giving effect to the corrected financial statements or
Compliance Certificate, as the case may be, the Applicable Percentage shall be
reset to the Accurate Applicable Percentage based upon the pricing grid set
forth on Schedule
I for such period as set forth in the foregoing pricing grid for such
period and (iii) the Borrower shall immediately pay to the Administrative Agent,
for the account of the Lenders, the accrued additional facility fee owing as a result of
such Accurate Applicable Percentage for such period.  The provisions
of this definition shall not limit the rights of the Administrative Agent and
the Lenders with respect to Section 2.13(c) or
Article
VIII.

    


    “Borrower” shall have
the meaning in the introductory paragraph hereof.

    


    “Consolidated Fixed
Charges” shall mean, for the Borrower and its Subsidiaries for any
period, the sum (without duplication) of (i) Consolidated Interest Expense for
such period, (ii) scheduled principal


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    payments
made on Consolidated Total Debt during such period, (iii) income tax expense
during such period, (iv) cash dividends to shareholders permitted by Section
7.5(c) paid during such period and (iv) capital expenditures made during such
period.

    


    “Credit Rating” shall
mean the senior, unsecured long-term debt securities of the Borrower without
third-party credit enhancement, whether or not any such debt securities are
actually outstanding as reported by Fitch and/or S&P, and any rating
assigned to any other debt security of the Borrower shall be
disregarded.  The Credit Rating in effect on any date is that in
effect at the close of business on such date.  If the rating system of
Fitch or S&P shall change, or if either such rating agency shall cease to be
in the business of rating corporate debt obligations, the Borrower, the Lenders
and the Administrative Agent shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Credit Rating shall be determined by reference to the rating most
recently in effect prior to any such change or cessation.

    


    “Fee Letter” shall
mean, collectively, (a) that certain fee letter, dated as of June 13, 2006,
executed by SunTrust Robinson Humphrey, Inc., f/k/a as SunTrust Capital Markets,
Inc. and SunTrust Bank and accepted by the Borrower and (b) that certain fee
letter, dated as of May 27, 2008, executed by SunTrust Robinson Humphrey, Inc.
and SunTrust Bank and accepted by the Borrower.

    


    “Fitch” shall mean
Fitch Ratings Ltd.

    


    "Fixed Charge Coverage
Ratio" shall mean, as of the end of any Fiscal Quarter, the ratio of (a)
the sum of (i) Consolidated EBITDA for the four consecutive Fiscal Quarters
then  ending plus, (ii) without
duplication, unrestricted cash on hand as of the last Business Day of such
Fiscal Quarter, cash dividends declared and payable to Borrower by any of its
Subsidiaries after the end of such Fiscal Quarter and prior to the delivery of
the Compliance Certificate required by Section 5.1(c) for
such Fiscal Quarter and Permitted Investments of the Borrower as of the last
Business Day of such Fiscal Quarter plus (iii) the average Revolving
Availability for the ninety (90) day period then ended to (b) Consolidated Fixed
Charges for the four consecutive Fiscal Quarters then
ending.  Notwithstanding the foregoing, for purposes of calculating
the Consolidated Fixed Charges for any period, cash dividends to shareholders
permitted by Section
7.5(c) shall be the amount of cash dividends paid during such Fiscal
Quarter multiplied by 4.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Foreign Lender” shall
mean any Lender that is not a United States person under Section 7701(a)(30) of
the Code.

    


    “Investment Grade”
shall mean a Credit Rating of BBB- or higher with respect to S&P and
Fitch.  If the Borrower is split-rated and (1) the ratings
differential is one category, the higher of the two ratings will
apply or (2) the ratings differential is more than one category, the rate shall
be determined by reference to the category next above that of the lower of the
two ratings.  If the Borrower is not rated by either Fitch or S&P,
then the Borrower shall be presumed to be below Investment Grade.

    


    “Lenders” shall have
the meaning assigned to such term in the opening paragraph of this Agreement and
shall include, where appropriate, the Swingline Lender and each Additional
Lender that joins this Agreement pursuant to Section
2.24.

    


    “Material Adverse
Effect” shall mean, with respect to any event, act, condition or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), whether
singularly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences whether or not related,
resulting in a material adverse change in, or a material adverse effect on,
(i) the business, results of operations, finan­cial condition, assets,
liabilities or prospects of the Borrower or of the Borrower and its Subsidiaries
taken as a whole, (ii) the ability of Borrower to perform any of its
obligations under the Loan Documents, (iii) the rights and remedies of the
Administrative Agent, the Issuing Bank, Swingline Lender and the Lenders under
any of the Loan Documents or (iv) the legality, validity or enforceability of
any of the Loan Documents.

    


    “Obligations” shall
mean all amounts owing by the Borrower to the Administrative Agent, the Issuing
Bank, any Lender (including the Swingline Lender) or SunTrust Robinson Humphrey,
Inc., as Lead Arranger pursuant to or in connection with this Agreement or any
other Loan Document, including without limitation, all principal, interest
(including any interest accruing after the filing of any petition in bankruptcy
or the commencement of any insolvency, reorganization or like proceeding
relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), all reimbursement
obligations, fees, expenses, indemnification and reimbursement payments, costs
and expenses (including all fees and expenses of counsel to the Administrative
Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred
pursuant to this Agreement or any other Loan Document), whether direct or
indirect, absolute or contingent, liquidated or unliquidated, now existing or
hereafter arising hereunder or thereunder, and all Hedging
Obligations


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    owing to
the Administrative Agent, any Lender or any of their Affiliates, and all
obligations and liabilities incurred pursuant to this Agreement or any other
Loan Document in connection with collecting and enforcing the foregoing,
together with all renew­als, extensions, modifications or refinancings
thereof.

    


    “OFAC” shall mean the
U.S. Department of the Treasury’s Office of Foreign Assets Control.

    


    “Patriot Act” shall
have the meaning set forth in Section
10.15.

    


    “Permitted
Investments” shall mean:

    


    (i)           direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States (or by any agency or
instrumentality thereof to the extent such obligations are backed by the full
faith and credit of the United States), in each case maturing within one year
from the date of acquisition thereof;

    


    (ii)           commercial
paper having the highest rating, at the time of acquisition thereof, of S&P
or Moody’s and in either case maturing within six months from the date of
acquisition thereof;

    


    (iii)           certificates
of de­posit, bankers’ acceptances and time deposits issued or guaranteed by
or placed with, any domestic office of any commercial bank organized under the
laws of the United States or any state thereof which has a combined capital and
surplus and undivided profits of not less than $500,000,000; and

    


    (iv)           mutual
funds investing solely in any one or more of the Permitted Investments described
in clauses (i) through (iii) above.

    


    “Regulation T”
shall mean Regulation T of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.

    


    “Regulation U”
shall mean Regulation U of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.

    


    “Regulation X”
shall mean Regulation X of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.

    


    “Revolving Commitment”
shall mean, with respect to each Lender, the obligation of such Lender to make
Revolving Loans to the Borrower and to


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    participate
in Letters of Credit and Swingline Loans in an aggregate principal amount not
exceeding the amount set forth with respect to such Lender on Annex I, as such
annex may be amended pursuant to Section 2.23, or in
the case of a Person becoming a Lender after the Closing Date through an
assignment of an existing Revolving Commitment, the amount of the assigned
“Revolving Commitment” as provided in the Assignment and Acceptance executed by
such Person as an assignee, as the same may be increased or deceased pursuant to
terms hereof.

    


    “Revolving Credit
Note” shall mean a promissory note of the Borrower payable to the order
of a requesting Lender in the principal amount of such Lender’s Revolving
Commitment, in form and substance satisfactory to the Administrative
Agent.

    


    “Sanctioned Country”
shall mean a country subject to a sanctions program identified on the list
maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html,
or as otherwise published from time to time.

    


               “Sanctioned Person”
shall mean (i) a Person named on the list of “Specially Designated
Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html,
or as otherwise published from time to time, or (ii) (A) an agency of the
government of a Sanctioned Country, (B) an organization controlled by a
Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the
extent subject to a sanctions program administered by OFAC.

    


    “Swingline Note” shall
mean the promissory note of the Borrower payable to the order of the Swingline
Lender in the principal amount of the Swingline Commitment, in form and
substance satisfactory to the Administrative Agent.

    


     

    (b)           Section
1.1 of the Credit Agreement is hereby amended by deleting the definitions for
“Consolidated
EBIT”, “Consolidated Net
Worth”, “Eligible Assignee”,
and “Interest Coverage
Ratio”.

    


    (c)                      Section
2.10 of the Credit Agreement is hereby amended by replacing subsection (b) of
such section with the following:

    


    (b)           This
Agreement evidences the obligation of the Borrower to repay the Loans and is
being executed as a “noteless” credit agreement.  However, at the
request of any Lender (including the Swingline Lender) at any time, the Borrower
agrees that it will execute and deliver to such Lender a Revolving Credit Note
and, in the case of the Swingline Lender only, a Swingline Note, payable to the
order of such Lender.  Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment permitted hereunder) be represented by one or more promissory notes
in such form payable

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    to the
order of the payee named therein (or, if such promissory note is a registered
note, to such payee and its registered assigns).

     

    (d)                      Section
2.13 of the Credit Agreement is hereby amended by replacing subsection (a) of
such section with the following:

    


    (a)           The
Borrower shall pay interest on each Base Rate Loan at the Base Rate in effect
from time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for the
applicable Interest Period in effect for such Loan plus the Applicable Margin in
effect from time to time plus the Additional
Applicable Margin in effect from time to time.

    


    (e)                      Section
2.14 of the Credit Agreement is hereby amended by replacing subsections
(c)  and (e) of such section with the following:

    


    (c)           The
Borrower agrees to pay (i) to the Administrative Agent, for the account of each
Lender, a letter of credit fee with respect to its participation in each Letter
of Credit, which shall accrue at a rate per annum equal to the Applicable Margin
for Eurodollar Loans then in effect plus the Additional Applicable Margin then
in effect on the average daily amount of such Lender’s LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) attributable
to such Letter of Credit during the period from and including the date of
issuance of such Letter of Credit to but excluding the date on which such Letter
of Credit expires or is drawn in full (including without limitation any LC
Exposure that remains outstanding after the Revolving Commitment Termination
Date) and (ii) to the Issuing Bank for its own account a fronting fee, which
shall accrue at the rate of 0.125% per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the Availability Period (or until the date that such
Letter of Credit is irrevocably cancelled, whichever is later), as well as the
Issuing Bank’s standard fees with respect to issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings
thereunder.

    


    (e)           Accrued
fees (other than the upfront fee referenced in paragraph (d)) shall be payable
quarterly in arrears on the last day of each March, June, September and
December, commencing on September 30, 2008 and on the Revolving Commitment
Termination Date (and if later, the date the Loans and LC Exposure shall be
repaid in their entirety); provided further, that any
such fees accruing after the Revolving Commitment Termination Date shall be
payable on demand.

    


    (f)           Section
2.22 of the Credit Agreement is hereby amended by replacing subsection (j) of
such section with the following:

    


    (j)           Unless
otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of
Credit is issued and subject to applicable laws, performance under Letters of
Credit by the Issuing Bank, its correspondents, and


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    the
beneficiaries thereof will be governed by (i) either (x) the rules of the
“International Standby Practices 1998” (ISP98) (or such later revision as may be
published by the Institute of International Banking Law & Practice on any
date any Letter of Credit may be issued) or (y) the rules of the “Uniform
Customs and Practices for Documentary Credits” (1993 Revision), International
Chamber of Commerce Publication No. 500 (or such later revision as may be
published by the International Chamber of Commerce on any date any Letter of
Credit may be issued) and (ii) to the extent not inconsistent therewith,
the governing law of this Agreement set forth in Section
10.5.

    


    (g)           Section
2.24 of the Credit Agreement is hereby amended by replacing subsection (c) of
such section with the following:

    


    (c)           An
increase in the aggregate amount of the Revolving Commitments pursuant to this
Section 2.24
shall become effective upon the receipt by the Administrative Agent of a
supplement or joinder in form and substance satisfactory to the Administrative
Agent executed by the Borrower, by each Additional Lender and by each other
Lender whose Revolving Commitment is to be increased, setting forth the new
Revolving Commitments of such Lenders and setting forth the agreement of each
Additional Lender to become a party to this Agreement and to be bound by all the
terms and provisions hereof, and such evidence of appropriate corporate
authorization on the part of the Borrower with respect to the increase in the
Revolving Commitments and such opinions of counsel for the Borrower with respect
to the increase in the Revolving Commitments as the Administrative Agent may
reasonably request.

    


    (h)           Section
4.7 of the Credit Agreement is hereby amended by replacing such section with the
following:

    


    Section
4.7.                                Investment
Company Act, Etc.  Neither the Borrower nor any of its
Subsidiaries is an “investment company” or is “controlled” by an “investment
company”, as such terms are defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended. The Borrower is not subject to any
other regulatory scheme limiting its ability to incur debt or requiring any
approval or consent from or registration or filing with, any Governmental
Authority in connection therewith.

    


    (i)           Section
4.9 of the Credit Agreement is hereby amended by replacing such section with the
following:

    


    Section
4.9.                                Margin
Regulations.  None of the pro­ceeds of any of the Loans or
Letters of Credit will be used, directly or indirectly, for “purchasing” or
“carrying” any “margin stock” with the respective meanings of each of such terms
under Regulation U or for any purpose that violates the provisions of the
Regulation T, U or X.  Neither the Borrower nor its Subsidiaries is
engaged


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    principally,
or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying “margin stock.”

    


    (j)           Section
4.19 of the Credit Agreement is hereby amended by replacing such section with
the following:

    


               SECTION
4.19.                                           OFAC.  None
of the Borrower, any Subsidiary of the Borrower or any Affiliate of the Borrower
or any Guarantor (i) is a Sanctioned Person, (ii) has more than 15% of its
assets in Sanctioned Countries, or (iii) derives more than 15% of its operating
income from investments in, or transactions with Sanctioned Persons or
Sanctioned Countries.  No part of the proceeds of any Loans hereunder
will be used directly or indirectly to fund any operations in, finance any
investments or activities in or make any payments to, a Sanctioned Person or a
Sanctioned Country or for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or
direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended.

     

    (k)                      Section
4.20 of the Credit Agreement is hereby amended by replacing such section with
the following:

    


    SECTION
4.20.                                           Patriot
Act.  Neither any Credit Party nor any of its Subsidiaries is
an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the
Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1
et seq.), as amended or any enabling legislation or executive order relating
thereto.  Neither any Credit Party nor any or its Subsidiaries is in
violation of (a) the Trading with the Enemy Act, as amended, (b) any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto or (c) the Patriot Act.  None of the Credit
Parties (i) is a blocked person described in section 1 of the Anti-Terrorism
Order or (ii) to the best of its knowledge, engages in any dealings or
transactions, or is otherwise associated, with any such blocked person.


     

    (l)           Section
5.1 of the Credit Agreement is hereby amended by replacing subsection (j) of
such section with the following:

    


    (j)           promptly
and in any event within five (5) days after obtaining knowledge thereof,
notification of any changes after the Closing Date in the rating given by either
S&P’s or Fitch, implicitly or explicitly, in respect of the Borrower’s
senior unsecured Indebtedness;

    


    (m)                      Article
VI of the Credit Agreement is hereby amended by replacing such Article with the
following:

    


    ARTICLE
VI


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    FINANCIAL
COVENANTS

    


    The Borrower covenants and agrees that
so long as any Lender has a Commitment hereunder or any Obligation remains
unpaid or outstanding:

     

               SECTION
6.1.                                           Leverage
Ratio.  The Borrower will maintain at all times, commencing
with the Fiscal Quarter ending June 30, 2008, a Leverage Ratio of not greater
than 0.375:1.0.

     

               SECTION
6.2.                                           Fixed
Charge Coverage Ratio.  The Borrower will maintain, as of the
end of each Fiscal Quarter, commencing with the Fiscal Quarter ending June 30,
2008, a Fixed Charge Coverage Ratio of not less than
the following:

     

    Fiscal
Quarter                                                                Fixed Charge Coverage
Ratio

    Each
Fiscal Quarter ending on
or                                                                                                1.15:1.0

    prior to
June 30, 2008

    


    The
Fiscal Quarter ending on September

    30,
2008                                                                           1.20:1.0

    


    Each
Fiscal Quarter ending
thereafter                                                                                                1.50:1.0

    


    (n)           Section
8.1 of the Credit Agreement is hereby amended by replacing subsections (n) and
(o) of such section with the following:

    


    (n)           Any
Insurance Subsidiary shall be the subject of a final nonappealable order
imposing a fine in an amount in excess of $5,000,000 in a single instance or
other such orders imposing fines in excess of $25,000,000 in the aggregate after
the Closing Date by or at the request of any state insurance regulatory agency
as a result of the violation by such Insurance Subsidiary of such state’s
applicable insurance laws or the regulations promulgated in connection
therewith;  or

     

    (o)           Any
Material Insurance Subsidiary shall, as a
result of such Material Insurance Subsidiary's failure to meet minimum levels of
statutory capital or surplus, become subject to a prohibition pursuant to a
consent order, corrective order or similar binding document or agreement issued
in writing by any state insurance regulatory agency that results in a loss of
the Material Insurance Subsidiaries’ collective ability to write or underwrite
further business representing more than 10% of the Borrower’s and its
Subsidiaries’ total annual revenue on a consolidated basis;

    


    (o)                      Section
9.3 of the Credit Agreement is hereby amended by replacing such section with the
following:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


               SECTION
9.3.                                           Lack of
Reliance on the Administrative Agent.  Each of the Lenders, the
Swingline Lender and the Issuing Bank acknowledges that it has, independently
and without reliance upon the Administrative Agent, any Issuing Bank or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each of the Lenders, the Swingline Lender and the Issuing
Bank also acknowledges that it will, independently and without reliance upon the
Administrative Agent, any Issuing Bank or any other Lender and based on such
documents and information as it has deemed appropriate, continue to make its own
decisions in taking or not taking of any action under or based on this
Agreement, any related agreement or any document furnished hereunder or
thereunder.

    


    (p)           Section
9.5 of the Credit Agreement is hereby amended by replacing such section with the
following:

    


               SECTION
9.5.                                           Reliance
by Administrative Agent.  The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, posting or other distribution)
believed by it to be genuine and to have been signed, sent or made by the proper
Person.  The Administrative Agent may also rely upon any statement
made to it orally or by telephone and believed by it to be made by the proper
Person and shall not incur any liability for relying thereon.  The
Administrative Agent may consult with legal counsel (including counsel for the
Borrower), indepen­dent public accountants and other experts selected by it
and shall not be liable for any action taken or not taken by it in accordance
with the advice of such counsel, accountants or experts.

    


    (q)           The
Credit Agreement is hereby amended by adding the following
sections:

    


               SECTION
9.10.                                           Withholding
Tax

     

    .  To
the extent required by any applicable law, the Administrative Agent may withhold
from any interest payment to any Lender an amount equivalent to any applicable
withholding tax.  If the Internal Revenue Service or any authority of
the United States or other jurisdiction asserts a claim that the Administrative
Agent did not properly withhold tax from amounts paid to or for the account of
any Lender (because the appropriate form was not delivered, was not properly
executed, or because such Lender failed to notify the Administrative Agent of a
change in circumstances that rendered the exemption from, or reduction of,
withholding tax ineffective, or for any other reason), such Lender shall
indemnify the Administrative Agent (to the extent that the Administrative Agent
has not already been reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so) fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    otherwise,
including penalties and interest, together with all expenses incurred, including
legal expenses, allocated staff costs and any out of pocket
expenses.

    


    SECTION
9.11                                           Administrative Agent May
File Proofs of Claim.

     

    (a)           In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or any Revolving Credit Exposure shall then be
due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise

     

    (b)           To
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans or Revolving Credit Exposure and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, Issuing Bank
and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, Issuing Bank
and the Administrative Agent and its agents and counsel and all other amounts
due the Lenders, Issuing Bank and the Administrative Agent under Section 10.3) allowed
in such judicial proceeding; and

     

    (c)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; and

     

    (d)           any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the Issuing Bank to make such payments to the Administrative Agent
and, if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the Issuing Bank, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Section
10.3.

     

    Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the
Issuing Bank any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Section
10.1 of the Credit Agreement is hereby amended by replacing such section with
the following:

    


    SECTION
10.1                                           Notices.

     

    (a)           Written
Notices.

     

    (i)           Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications to any party herein to be
effective shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:

     

    To the
Borrower:                                                      LandAmerica
Financial Group, Inc.

    101 Gateway Centre
Parkway

    Richmond, VA 23235

    Attention:  Ronald B. Ramos,
Treasurer

    Telecopy Number: (804)
236-8834

    


    with
a  copy
to:                                           Williams
Mullen

    1021 E. Cary Street,

    Richmond, VA  23219

    Attention:  Charles W. Kemp

    Telecopy Number: (804)
783-6929

    


    To the
Administrative Agent

    or
Swingline
Lender:                                                                SunTrust
Bank

    919 East Main Street, 22nd
Floor

    Richmond,
Virginia  23219

    Attention:  Mark
Flatin

    Telecopy Number: (804)
782-5818

    


    With a
copy
to:                                           SunTrust
Bank

    Agency Services

    303 Peachtree Street, N. E./ 25th
Floor

    Atlanta, Georgia 30308

    Attention: Ms. Doris
Folsom

    Telecopy Number: (404)
658-4906

    


    and

    


    King & Spalding LLP

    1180 Peachtree Street,
N.E.

    Atlanta, Georgia 30309

    Attention: Angela L.
Batterson

    Telecopy Number: (404)
572-5100


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    To the
Issuing
Bank:                                                      SunTrust
Bank

    25 Park Place, N. E./Mail Code
3706

    Atlanta, Georgia 30303

    Attention: Standby Letter of Credit
Department

    Telecopy Number: (404)
588-8129

    


    To the
Swingline
Lender:                                                      SunTrust
Bank

    Agency Services

    303 Peachtree Street, N.E./25th
Floor

    Atlanta, Georgia 30308

    Attention: Ms. Doris
Folsom

    Telecopy Number: (404)
658-4906

    


    To any
other
Lender:                                                                the
address set forth in the AdministrativeQuestionnaire or the Assignment and
AcceptanceAgreement executed by such Lender

    


    Any party hereto may change its address
or telecopy number for notices and other communications hereunder by notice to
the other parties hereto.  All such notices and other communications
shall, when transmitted by overnight delivery, or faxed, be effective when
delivered for overnight (next-day) delivery, or transmitted in legible form by
facsimile machine, respectively, or if mailed, upon the third Business Day after
the date deposited into the mail or if delivered, upon delivery; provided, that
notices delivered to the Administrative Agent, the Issuing Bank or the Swingline
Lender shall not be effective until actually received by such Person at its
address specified in this Section
10.1.

    


    (ii)           Any
agreement of the Administrative Agent, the Issuing Bank and the Lenders herein
to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Borrower.  The Administrative
Agent, the Issuing Bank and the Lenders shall be entitled to rely on the
authority of any Person purporting to be a Person authorized by the Borrower to
give such notice and the Administrative Agent, the Issuing Bank and the Lenders
shall not have any liability to the Borrower or other Person on account of any
action taken or not taken by the Administrative Agent, the Issuing Bank and the
Lenders in reliance upon such telephonic or facsimile notice.  The
obligation of the Borrower to repay the Loans and all other Obligations
hereunder shall not be affected in any way or to any extent by any failure of
the Administrative Agent, the Issuing Bank and the Lenders to receive written
confirmation of any telephonic or facsimile notice or the receipt by the
Administrative Agent, the Issuing Bank and the Lenders of a confirmation which
is at variance with the terms understood by the Administrative Agent, the
Issuing Bank and the Lenders to be contained in any such telephonic or facsimile
notice.

     

    (b)           Electronic
Communications.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (i)           Notices
and other communications to the Lenders and the Issuing Bank hereunder may be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by Administrative
Agent, provided
that the foregoing shall not apply to notices to any Lender or the Issuing Bank
pursuant to Article
2 unless such Lender, the Issuing Bank, as applicable, and Administrative
Agent have agreed to receive notices under such Section by electronic
communication and have agreed to the procedures governing such communications.
Administrative Agent or Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant
to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

     

    (ii)           Unless
Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of
an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement); provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.

    


    (r)           Section
10.2 of the Credit Agreement is hereby amended by replacing subsection (b) of
such section with the following:

    


    (b)           No
amendment or waiver of any provision of this Agreement or the other Loan
Documents, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Borrower and the Required Lenders or the Borrower and the Administrative Agent
with the consent of the Required Lenders and then such waiver or consent shall
be effective only in the specific instance and for the spe­cific purpose for
which given; provided, that no
amendment or waiver shall: (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any
fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the date fixed for any payment of any
princi­pal of, or interest on, any Loan or LC Disbursement or interest
thereon or any fees hereunder or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date for the termination or reduction of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section
2.21 (b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v)
change any of the provisions of this Section or the definition of
“Required


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    Lenders”
or any other provision hereof specifying the number or percentage of Lenders
which are required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the consent of each
Lender; (vi) release any guarantor or limit the liability of any such guarantor
under any guaranty agreement, without the written consent of each Lender; (vii)
release all or substantially all collateral (if any) securing any of the
Obligation, without the written consent of each Lender; provided further, that no such
agreement shall amend, modify or otherwise affect the rights, duties or
obligations of the Administrative Agent, the Swingline Bank or the Issuing Bank
without the prior written consent of such Person.  Notwithstanding
anything contained herein to the contrary, this Agreement may be amended and
restated without the consent of any Lender (but with the consent of the Borrower
and the Administrative Agent) if, upon giving effect to such amendment and
restatement, such Lender shall no longer be a party to this Agreement (as so
amended and restated), the Commitments of such Lender shall have terminated (but
such Lender shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3), such Lender
shall have no other commitment or other obligation hereunder and shall have been
paid in full all principal, interest and other amounts owing to it or accrued
for its account under this Agreement.

    


    (s)           Section
10.4 of the Credit Agreement is hereby amended by replacing such section with
the following:

    


               SECTION
10.4.                                           Successors and
Assigns.

     

    (a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of the Administrative
Agent and each Lender, and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the
provisions of paragraph (b) of this Section, (ii) by way of participation in
accordance with the provisions of paragraph (d) of this Section or (iii) by way
of pledge or assignment of a security interest subject to the restrictions of
paragraph (f) of this Section (and any other attempted assignment or transfer by
any party hereto shall be null and void).  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in paragraph (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

     

    (b)           Any
Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitments, Loans, and other Revolving Credit Exposure at the

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    time
owing to it); provided that any
such assignment shall be subject to the following conditions:

     

    (i)  Minimum
Amounts.

    


    (A) in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitments, Loans and other Revolving Credit Exposure at the time
owing to it or in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund, no minimum amount need be assigned; and

    


    (B) in
any case not described in paragraph (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans and Revolving
Credit Exposure outstanding thereunder) or, if the applicable Commitment is not
then in effect, the principal outstanding balance of the Loans and Revolving
Credit Exposure of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Acceptance, as of such trade date) shall not be
less than $1,000,000, unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed).

    


    (ii)  Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans, other Revolving
Credit Exposure or the Commitments assigned.

    


    (iii)  Required
Consents.  No consent shall be required for any assignment
except to the extent required by paragraph (b)(i)(B) of this Section and, in
addition:

    


    (A) the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) an Event of Default has occurred and is
continuing at the time of such assignment or (y) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund;

    


    (B) the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments to a Person that is not a
Lender with a Commitment; and

    


    (C) the
consent of the Issuing Bank (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding), and the consent of the Swingline Lender (such
consent not to be unreasonably withheld or delayed) shall be required for any
assignment in respect of the Revolving Credit Commitments.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (iv)  Assignment and
Acceptance.  The parties to each assignment shall deliver to
the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a
processing and recordation fee of $3,500, (C) an Administrative
Questionnaire unless the assignee is already a Lender and (D) the documents
required under Section
2.20 if such assignee is a Foreign Lender.

    


    (v)  No Assignment to
Borrower.  No such assignment shall be made to the Borrower or
any of the Borrower’s Affiliates or Subsidiaries.

    


    (vi)  No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

    


    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section 10.4, from
and after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of
Sections 2.18, 2.19, 2.20 and 10.3 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of
this Section
10.4.  If the consent of the Borrower to an assignment is
required hereunder (including a consent to an assignment which does not meet the
minimum assignment thresholds specified above), the Borrower shall be deemed to
have given its consent five Business Days after the date notice thereof has
actually been delivered by the assigning Lender (through the Administrative
Agent) to the Borrower, unless such consent is expressly refused by the Borrower
prior to such fifth Business Day.

    


    (c)           The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and Revolving Credit Exposure owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”).  Information
contained in the Register with respect to any Lender shall be available for
inspection by such Lender at any reasonable time and from time to time upon
reasonable prior notice; information contained in the Register shall also be
available for inspection by the Borrower at any reasonable time and from time to
time upon reasonable prior notice.  In establishing and maintaining
the

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    Register,
Administrative Agent shall serve as Company’s agent solely for tax purposes and
solely with respect to the actions described in this Section, and the
Borrower hereby agrees that, to the extent SunTrust Bank serves in such
capacity, SunTrust Bank and its officers, directors, employees, agents,
sub-agents and affiliates shall constitute “Indemnitees.”

     

    (d)           Any
Lender may at any time, without the consent of, or notice to, the Borrower, the
Administrative Agent, the Swingline Lender or the Issuing Bank sell
participations to any Person (other than a natural person, the Borrower or any
of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement.

     

    (e)           Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver with
respect to the following to the extent affecting such
Participant:  (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the date fixed for any payment of any principal of, or interest
on, any Loan or LC Disbursement or interest thereon or any fees hereunder or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date for the termination or reduction of any Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 2.21(b) or
(c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section 10.4 or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders which are required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vi) release any guarantor or limit the
liability of any such guarantor under any guaranty agreement without the written
consent of each Lender except to the extent such release is expressly provided
under the terms of such guaranty agreement; or (vii) release all or
substantially all collateral (if any) securing any of the
Obligations.  Subject to paragraph (e) of this Section 10.4, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.18,
2.19, and 2.20 to the same
extent as if it were a Lender and had acquired its interest by

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    assignment
pursuant to paragraph (b) of this Section
10.4.  To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.7 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.21 as
though it were a Lender.

     

    (f)           A
Participant shall not be entitled to receive any greater payment under Section 2.18 and
Section 2.20
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.20 unless the Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.20(e) as
though it were a Lender.

     

    (g)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

     

    (t)           Section
10.8 of the Credit Agreement is hereby amended by replacing such section with
the following:

    


    SECTION
10.8.                                           Counterparts;
Integration.  This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. This Agreement, the Fee Letter, the
other Loan Documents, and any separate letter agreement(s) relating to any fees
payable to the Administrative Agent constitute the entire agreement among the
parties hereto and thereto regarding the subject matters hereof and thereof and
supersede all prior agreements and understandings, oral or written, regarding
such subject matters.  Delivery of an executed counterpart to this
Agreement or any other Loan Document by facsimile transmission or by electronic
mail in pdf form shall be as effective as delivery of a manually executed
counterpart hereof.

     

    (u)           The
Credit Agreement is hereby amended by adding the following section:

    


    SECTION
10.15.                                           Patriot
Act.   The
Administrative Agent and each Lender hereby notifies the Loan Parties that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”), it is required to
obtain, verify and record information that

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    identifies
each Loan Party, which information includes the name and address of such Loan
Party and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify such Loan Party in accordance with the Patriot
Act.

     

    (v)                      The
Credit Agreement is hereby amended by replacing Annex I and Schedule I of the
Credit Agreement with Annex I and Schedule I attached
hereto.

    


    2.           Conditions
to Effectiveness of this Amendment.  Notwithstanding
any other provision of this Amendment and without affecting in any manner the
rights of the Lenders hereunder, it is understood and agreed that this Amendment
shall not become effective, and the Borrower shall have no rights under this
Amendment, until the Administrative Agent shall have received (i) executed
counterparts to this Amendment from the Borrower, the Administrative Agent and
the Required Lenders, and (ii) reimbursement or payment of its costs and
expenses incurred in connection with this Amendment or the Credit Agreement
(including reasonable fees, charges and disbursements of King & Spalding
LLP, counsel to the Administrative Agent) and (iii) payment of all fees as set
forth in the Fee Letter.

    


    3.           Representations
and Warranties.  To induce the
Lenders and the Administrative Agent to enter into this Amendment, the Borrower
hereby represents and warrants to the Lenders and the Administrative Agent
that:

    


    (a)           The
execution, delivery and performance by the Borrower of this Amendment
(i) are within the Borrower’s power and authority; (ii) have been duly
authorized by all necessary corporate and shareholder action; (iii) are not
in contravention of any provision of the Borrower’s articles of incorporation or
bylaws or other organizational documents; (iv) do not violate any law or
regulation, or any order or decree of any Governmental Authority; (v) do
not conflict with or result in the breach or termination of, constitute a
default under or accelerate any performance required by, any indenture,
mortgage, deed of trust, lease, agreement or other instrument to which the
Borrower or any of its Material Subsidiaries is a party or by which the Borrower
or any such Subsidiary or any of their respective property is bound; (vi) do not
result in the creation or imposition of any Lien upon any of the property of the
Borrower or any of its Material Subsidiaries; and (vii) do not require the
consent or approval of any Governmental Authority or any other
Person;

    


    (b)           This
Amendment has been duly executed and delivered for the benefit of or on behalf
of the Borrower and constitutes a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms except
as the enforceability hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditors’ rights and
remedies in general; and

    


    (c)           After
giving effect to this Amendment, the representations and warranties contained in
the Credit Agreement and the other Loan Documents are true and


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    correct
in all material respects, and no Default or Event of Default has occurred and is
continuing as of the date hereof.

    


    4.           Effect of
Amendment.  Except as set forth expressly herein, all terms of
the Credit Agreement, as amended hereby, and the other Loan Documents shall be
and remain in full force and effect and shall constitute the legal, valid,
binding and enforceable obligations of the Borrower to the Lenders and the
Administrative Agent.  The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Administrative Agent and the Lenders
under the Credit Agreement, nor constitute a waiver of any provision of the
Credit Agreement.  This Amendment shall constitute a Loan Document for
all purposes of the Credit Agreement.

    


    5.           Governing
Law.
  This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York and all applicable
federal laws of the United States of America.

    


    6.           No
Novation.  This Amendment is
not intended by the parties to be, and shall not be construed to be, a novation
of the Credit Agreement or an accord and satisfaction in regard
thereto.

    


    7.           Costs and
Expenses.  The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and out-of-pocket expenses of outside counsel for the
Administrative Agent with respect thereto.

    


    8.           Counterparts.  This Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts, each of which shall be deemed an
original and all of which, taken together, shall be deemed to constitute one and
the same instrument.  Delivery of an executed counterpart of this
Amendment by facsimile transmission or by electronic mail in pdf form shall be
as effective as delivery of a manually executed counterpart
hereof.

    


    9.           Binding
Nature.  This Amendment
shall be binding upon and inure to the benefit of the parties hereto, their
respective successors, successors-in-titles, and assigns.

    


    10.           Entire
Understanding.  This Amendment
sets forth the entire understanding of the parties with respect to the matters
set forth herein, and shall supersede any prior negotia­tions or agreements,
whether written or oral, with respect thereto.

    


     [Signature Pages To
Follow]


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed, under seal in the case of the
Borrower, by their respective authorized officers as of the day and year first
above written.

    


    BORROWER:

    


    LANDAMERICA FINANCIAL
GROUP,INC.

    


    


    By:   /s/ Ronald B.
Ramos

    Name:  Ronald B.
Ramos

    Title:    Senior Vice President
and

         Treasurer

    

 

    LENDERS:

    


    SUNTRUST
BANK, as Administrative Agent, as Issuing Bank, as Swingline Lender and as a
Lender

    


    


    By:   /s/ Mark A.
Flatin

    Name:    Mark A.
Flatin

    Title:      Managing
Director



    


    WACHOVIA
BANK, National Association, as Co-Syndication Agent and a Lender

    


    


    By:   /s/  Anthony
J. Conte

              Name:    Anthony J.
Conte

              Title:      Senior Vice
President



    


        UNION BANK OF
CALIFORNIA, N.A.,as Co-Syndication Agent and as a Lender

    


    


    By:   /s/ Joseph M.
Agrabrite

              Name:    Joseph M.
Agrabrite

              Title:     Vice
President/Manager

    




        US BANK,
NATIONAL ASSOCIATION, as Co-Documentation Agent and as a Lender

    


    By:    /s/ David W.
Johnson

                          Name:    David W.
Johnson

          Title:     VP &
Portfolio Manager

     

     

    JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION as Co-Documentation Agent and as a
Lender

    


    


    By:    /s/ Mark
M. Cisz

              Name:    Mark M.
Cisz

              Title:      Executive
Director



    PNC
BANK, N.A., as a Lender

    


    By:    /s/ Kirk
Seagers

          Name:    Kirk
Seagers

          Title:      Vice
President



    


    WELLS
FARGO BANK ARIZONA, N.A., as a Lender

    


    By:    /s/ G.
Paige Maki

          Name:    G. Paige
Maki

          Title:      Vice
President


    
      
        
          [SIGNATURE
PAGE TO SECOND AMENDMENT]

        

         


      

      
        24

        
          

        

      

      
         


      

    


    


    Annex I

    Commitments

    


    SunTrust
Bank                                                                          
$23,250,000

    Wachovia
Bank, National
Association                                 
$17,625,000

    Union
Bank of California,
N.A.                                               
$17,625,000

    US Bank,
National
Association                                              
$17,625,000

    JPMorgan
Chase Bank, National
Association                      $17,625,000

    Bank of
America,
N.A.                                                              
$14,250,000

    PNC Bank,
N.A.                                                                          $14,250,000

    Wells
Fargo Bank Arizona,
N.A.                                             
$14,250,000

    Comerica
Bank                                                                           
$13,500,000

    


    


    Totals                                                                                        
$150,000,000

    


    


    


    



    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    


    Schedule
I

     

    APPLICABLE
MARGIN AND APPLICABLE PERCENTAGE

     

    


     

    


    
      	
               

               

               

               

              Pricing

              Level

               

            	
               

               

               

               

              Leverage
      Ratio

            	
               

               

               

               

              Applicable
      Margin

              for
      Eurodollar Loans

            	
               

               

               

               

              Applicable
      Percentage for Facility Fee

            
	
              I

            	
              Less
      than or equal to 0.20:1.00

            	
              0.775%

            	
              0.100%

            
	
              II

            	
              Less
      than or equal to 0.25:1.00 but greater than 0.20:1.00

            	
              0.850%

            	
              0.150%

            
	
              III

            	
              Less
      than or equal to 0.30:1.00 but greater than 0.25:1.00

            	
              0.925%

            	
              0.200%

            
	
              IV

            	
              Greater
      than 0.30:1.0

            	
              1.000%

            	
              0.250%

            


    

    


    


    



    
      
         


      

      
        26