AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of October 22, 2003 to the Credit Agreement referred to below, between: THE FIRST
AMERICAN CORPORATION, a California corporation (the “ Borrower ”); each of the lenders that is a signatory hereto
(individually, a “ Lender ” and, collectively, the “ Lenders ”) and JPMORGAN CHASE BANK, as agent for the Lenders (in such
capacity, together with its successors in such capacity, the “ Administrative Agent ”).
The Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of October 12, 2001
(as amended, the “ Credit Agreement ”), pursuant to which a revolving credit facility is made available to the Borrower. The
Borrower, the Lenders and the Administrative Agent wish to amend the Credit Agreement in certain respects, and accordingly,
the parties hereto hereby agree as follows:
Section 1. Definitions . Capitalized terms used in this Amendment No. 2 and not otherwise defined are used herein as
defined in the Credit Agreement.
Section 2. Amendments . Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective
as of the date hereof, the Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this
Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to
the Credit Agreement as amended hereby.
2.02. Section 6.01(m) of the Credit Agreement is hereby amended in its entirety to read as follows:
“(m) in addition to the Indebtedness permitted under clause (i) of this Section, additional Indebtedness of FATICO
secured by a Lien upon its real property located in Santa Ana, California, and/or related fixtures and personal property
including insurance and condemnation proceeds, if any, and assignment of leases and rents, with respect thereto (which