Exhibit 10.1 Foruth Amendment to Revolving Credit Agreement


    

      Exhibit
        10.1

      FOURTH
        AMENDMENT TO

      REVOLVING
        CREDIT AGREEMENT

      


      


      THIS
        FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
        “Amendment”),
        is
        made and entered into as of November 11, 2005, 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 November 6, 2003, as amended
        by
        that certain First Amendment to Revolving Credit Agreement, dated as of March
        17, 2004, that certain Second Amendment to Revolving Credit Agreement, dated
        as
        of April 30, 2004, and that certain Third Amendment to Revolving Credit
        Agreement, dated as of October 27, 2004 (as so amended and as further 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;
        and

       

      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 Lenders are willing to
        do
        so; 

       

      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 by replacing the definition of Contingent
        Obligation in its entirety with the following definition:

      


      “Contingent
        Obligation”
shall
        mean, as to any Person, any direct or indirect liability of that Person,
        whether
        or not contingent, with or without recourse, (a) with respect to any
        Indebtedness, any lease (or other arrangement conveying the right to use)
        of
        real or personal property, or a combination thereof, which obligations are
        required to be classified and accounted for as capital leases on a balance
        sheet
        of such Person under GAAP, dividend, letter of credit or other obligation
        (the
“primary obligations”) of another Person (the “primary obligor”), including any
        obligation of that 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Person
        (i) to purchase, repurchase or otherwise acquire such primary obligations
        or any
        security therefore, (ii) to advance or provide funds for the payment or
        discharge of any such primary obligation, or to maintain working capital
        or
        equity capital of the primary obligor or otherwise to maintain the net worth
        or
        solvency or any balance sheet item, level of income or financial condition
        of
        the primary obligor, (iii) to purchase property, securities or services
        primarily for the purpose of assuring the owner of any such primary obligation
        of the ability of the primary obligor to make payment of such primary
        obligation, or (iv) otherwise to assure or hold harmless the holder of any
        such
        primary obligation against loss in respect thereof (each, a “Guaranty
        Obligation”), (b) with respect to any Surety Instrument issued for the account
        of that Person or as to which that Person is otherwise liable for reimbursement
        of drawings or payments; (c) to purchase any materials, supplies or other
        property from, or to obtain the services of, another Person if the relevant
        contract or other related document or obligation requires that payment for
        such
        materials, supplies or other property, or for such services shall be made
        regardless of whether delivery of such materials, supplies or other property
        is
        ever made or tendered, or such services are ever performed or tendered, or
        (d)
        in respect of any Hedging Transactions, but excluding, in each case, any
        obligation of any Insurance Subsidiary to pay any amount owing under any
        insurance policy or contract issued by such Person in the ordinary course
        of
        business. The amount of any Contingent Obligation shall, in the case of Guaranty
        Obligations, be deemed equal to the stated or determinable amount of the
        primary
        obligation in respect of which such Guaranty Obligation is made or, if not
        stated or if indeterminable, the maximum reasonable anticipated liability
        in
        respect thereof, and in the case of other Contingent Obligations other than
        in
        respect of Hedging Transactions, shall be equal to the maximum reasonably
        anticipated liability in respect thereof and, in the case of Contingent
        Obligations in respect of Hedging Transactions, shall be equal to the Net
        Mark-to-Market Exposure as of such date.

      


      (b)  Section
        7.5
        of the
        Credit Agreement is hereby amended by replacing subsection (c) of such Section
        in its entirety with the following new subsection (c):

      


      (c) declare
        or pay cash dividends to its stockholders and purchase, redeem or otherwise
        acquire shares of its capital stock or warrants, rights or options to acquire
        any such shares for cash in an aggregate amount for all such dividends,
        purchases, redemptions and acquisitions not in excess of 50% of Consolidated
        Net
        Income 


      
        
          
          

        

        
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      of
        the
        Borrower arising after December 31, 2002 and computed on a cumulative
        consolidated basis; provided,
        that
        immediately after giving effect to such proposed action, no Default or Event
        of
        Default would exist;

      


      (c)  Section
        7.11
        of the
        Credit Agreement is hereby amended by: 

      


      (i)
        deleting the “and” and the end of clause (d) thereof; 

       

      (ii)
        deleting the “.” at the end of clause (e) thereof and adding thereto “; and”;
        and 

      


      (iii)
        adding the following new clause (f) to the end thereof:

       

      (f) Guaranty
        Obligations of the Borrower with respect to leases of the Subsidiaries permitted
        by Section
        7.13(a), Section 7.13(b) and Section 7.13(c).

      


      (d)  Section
        8.1
        of the
        Credit Agreement is hereby amended by replacing subsection (n) of such Section
        in its entirety with the following new subsection (n):

      


      (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;

      


      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).

      


      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 


      
        
          
          

        

        
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      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 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
        


      
        
          
          

        

        
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      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 negotia-tions or
        agreements, whether written or oral, with respect thereto.

      


      [Signature
        Pages To Follow]

      


      
        
          
          

        

        
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      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 &
                Treasurerl


      

      


      


      



      
        
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                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

              


      

      


      


      


      


      



      
        
          
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                WACHOVIA
                  BANK, NATIONAL ASSOCIATION, as Syndication Agent and a
                  Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  R. Lowndes Burke

              
	 	 	
                Name:

              	
                R.
                  Lowndes Burke

              
	 	 	
                Title:

              	
                Senior
                  Vice President

              


      

      


      



      
        
          
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                UNION
                  BANK OF CALIFORNIA, N.A. as

              
	 	
                Documentation
                  Agent and as a Lender

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Joseph M. Argabrite

              
	 	 	
                Name:

              	
                Joseph
                  M. Argabrite

              
	 	 	
                Title:

              	
                Vice
                  President

              


      

      



      
        
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                US
                  BANK, NATIONAL ASSOCIATION,

              
	 	
                as
                  a Lender

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  David W. Johnson

              
	 	 	
                Name:

              	
                David
                  W. Johnson

              
	 	 	
                Title:

              	
                Title:
                  AVP, Assistant Relationship Mgr.

              


      

      


      


      


      


      


      



      
        
          
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                COMERICA
                  BANK, as a Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  William Phillips

              
	 	 	
                Name:

              	
                William
                  Phillips

              
	 	 	
                Title:

              	
                Title:
                  Executive Vice President

              


      

      


      


      


      


      



      
        
          
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                FLEET
                  NATIONAL BANK, as a Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


      

      


      


      


      


      


      



      
        
          
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                JP
                  MORGAN CHASE BANK, N.A. as a Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Lawrence Palumbo, Jr.

              
	 	 	
                Name:

              	
                Lawrence
                  Palumbo, Jr.

              
	 	 	
                Title:

              	
                Vice
                  President

              


      

      


      


      


      



      
        
          
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                PNC
                  BANK, NATIONAL ASSOCIATION, as a Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Kirk Seagers

              
	 	 	
                Name:

              	
                Kirk
                  Seagers

              
	 	 	
                Title:

              	
                Vice
                  President

              


      

      


      


      



      
        
          
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                WELLS
                  FARGO BANK, N.A., formerly known as Wells Fargo Bank Arizona, N.A.,
                  as a
                  Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


      

      


      


      


      



      
        
          
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                BANK
                  OF AMERICA, N.A., as a Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Mark Short

              
	 	 	
                Name:

              	
                Mark
                  Short

              
	 	 	
                Title:

              	
                Vice
                  President