ex10-1firstamend.htm


    Exhibit
      10.1

    FIRST
      AMENDMENT TO

    REVOLVING
      CREDIT AGREEMENT

    


    


    THIS
      FIRST AMENDMENT TO
      REVOLVING CREDIT AGREEMENT (this
“Amendment”), is made and entered into as of November
      30, 2007, 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”).

    


    WITNESSETH:

    


    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,
      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 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
      6.2 of the Credit Agreement is hereby amended by replacing such Section in
      its
      entirety with the following Section:

    


    Section
      6.2 Interest Coverage
      Ratio. The Borrower will maintain, as of the
      end of each Fiscal Quarter, (i) for the period from December 31, 2007 until
      September 30, 2008, an Interest Coverage Ratio of not less than 1.50:1.0 and
      (ii) commencing with the Fiscal Quarter ending December 31, 2008, an Interest
      Coverage Ratio of not less than 3.00:1.0.

     

    (b)  Section
      6.3 of the Credit Agreement is hereby amended by replacing clause (i) of such
      Section in its entirety with the following clause (i):

    


    (i)
      80% of the Consolidated Net Worth
      as of December 31, 2005 plus


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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 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.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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]


    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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

            


    

    


    


    



    
      
              

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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 Co-Syndication Agent and

            
	 	
              a
                Lender

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Anthony J. Conte

            
	 	 	
              Name:

            	
              Anthony
                J. Conte

            
	 	 	
              Title:

            	
              Senior
                Vice President

            
	 	 	 	 


    

    


    



    
      
              

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              UNION
                BANK OF CALIFORNIA, N.A.,as Co-

            
	 	
              Syndication
                Agent and as a Lender

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Joseph A. Agrabrite

            
	 	 	
              Name:

            	
              Joseph
                A. Agrabrite

            
	 	 	
              Title:

            	
              Vice
                President / Manager

            
	 	 	 	 


    

    


    


    



    
      
              

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              US
                BANK, NATIONAL ASSOCIATION, as Co-

            
	 	
              Documentation
                Agent and as a Lender

            
	 	 	 	 
	 	
              By:

            	
              /s/
                David W. Johnson

            
	 	 	
              Name:

            	
              David
                W. Johnson

            
	 	 	
              Title:

            	
              Vice
                President and Portfolio Manager

            
	 	 	 	 


    

    


    



    
      
              

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              JPMORGAN
                CHASE BANK,

            
	 	
              NATIONAL
                ASSOCIATION as Co-

            
	 	
              Documentation
                Agent and as a Lender

            
	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Lawrence Palumbo, Jr.

            
	 	 	
              Name:

            	
              Lawrence
                Palumbo, Jr.

            
	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 


    

    


    



    
      
              

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              COMERICA
                BANK, as a Lender

            
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 


    

    


    



    
      
              

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

            	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 


    

    


    



    
      
              

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              PNC
                BANK, N.A., as a Lender

            
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 


    

    


    



    
      
              

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

            
	 	
              Lender

            
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 


    

    


    


    



    
      
              

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