AMENDMENT NO. 2

EXHIBIT 10(pp)

EXECUTION COPY

AMENDMENT XX. 0

XXXXXXXXX XX. 0 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 Indebtedness may be guaranteed by the Borrower) that exceeds 80% of the market value of such property, provided that the aggregate principal amount of Indebtedness permitted under this clause (m) shall not exceed $55,000,000 at any one time outstanding; and”

Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders that (a) the representations and warranties set forth in Section 3 of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Section 3 to “this Agreement” included reference to this Amendment No. 2 and (b) immediately before and after giving effect to the amendment under Section 2 hereof, no Default has occurred and is continuing.

Section 4. Conditions Precedent to Effectiveness. The amendments to the Credit Agreement set forth in Section 2 hereof shall become effective, as of the date hereof, upon receipt by the Administrative Agent of one or more counterparts of this Amendment No. 2 executed by the Borrower and the Required Lenders.

Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered as of the day and year first above written.

THE FIRST AMERICAN CORPORATION
By		/s/    XXXXXX X. XXXXXXX
		Name: Xxxxxx X. Xxxxxxx Title:    Senior Executive Vice President         Chief Financial Officer

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JPMORGAN CHASE BANK     individually and as Administrative Agent
By		/s/    XXXXXXXX XXXXXXX, XX.
		Name: Xxxxxxxx Xxxxxxx, Xx. Title:   Vice President

COMERICA BANK
By		/s/     XXXXXXXX XXXX
		Name: Xxxxxxxx Xxxx Title:   Assistant Vice President

COMERICA BANK CALIFORNIA
By		/s/     XXXXXXXX XXXX
		Name: Xxxxxxxx Xxxx Title:   Assistant Vice President

:

UNION BANK OF CALIFORNIA, N.A.
By		/s/    XXXXXX X. XXXXXXXXX
		Name: Xxxxxx X. Xxxxxxxxx Title:   Vice President

BANK OF THE WEST ( F/K/A UNITED CALIFORNIA BANK)
By		/s/    XXXX XXXXXXXX
		Name: Xxxx Xxxxxxxx Title:   Vice President

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BANK ONE ARIZONA, NA

By

Name:

Title:

BANK ONE, NA

By

Name:

Title:

XXXXX FARGO BANK, N.A.
By		/s/    XXXXXXX X. XXXX
		Name: Xxxxxxx X. Xxxx Title:   Vice President

U.S. BANK NATIONAL ASSOCIATION
By		/s/    XXXX XXXXX
		Name: Xxxx Xxxxx Title:   Assistant Vice President

U.S. BANK NATIONAL ASSOCIATION (OREGON)

By

Name:

Title:

BANK OF AMERICA, N.A.
By		/s/    XXX X. XXXXXX
		Name: Xxx X. Xxxxxx Title:   Managing Director

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FLEET NATIONAL BANK

By

Name:

Title:

SUMITOMO MITSUI BANKING CORPORATION

By

Name:

Title:

FIRST SECURITY BANK, N.A.

By

Name:

Title:

SUNTRUST BANK, CENTRAL FLORIDA, N.A.

By

Name:

Title:

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