1 Exhibit 10 FIDELITY NATIONAL FINANCIAL, INC. CREDIT AGREEMENT Dated as of September 21, 1995 THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as Administrative Agent TABLE OF CONTENTS This Table of Contents is not part of the Agreement to which it...

1
Exhibit 10

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FIDELITY NATIONAL FINANCIAL, INC.

_____________________________

CREDIT AGREEMENT

Dated as of September 21, 1995

______________________________

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Administrative Agent

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2

TABLE OF CONTENTS

This Table of Contents is not part of the Agreement to which
it is attached but is inserted for convenience of reference only.

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Section 1. Definitions and Accounting Matters . . . . . . . . . . . . . . . 1

1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . 1
1.02 Accounting Terms and Determinations . . . . . . . . . . . . . . 20
1.03 Classes and Types of Loans . . . . . . . . . . . . . . . . . . . 21

Section 2. Commitments, Loans, Notes and Prepayments . . . . . . . . . . . 21

2.01 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.02 Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.03 Changes of Commitments . . . . . . . . . . . . . . . . . . . . . 22
2.04 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.05 Lending Offices . . . . . . . . . . . . . . . . . . . . . . . . 23
2.06 Several Obligations; Remedies Independent . . . . . . . . . . . 23
2.07 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.08 Prepayments and Conversions or Continuations
of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.09 Extension of Revolving Credit Commitment
Termination Date . . . . . . . . . . . . . . . . . . . . . . . 25

Section 3. Payments of Principal and Interest . . . . . . . . . . . . . . . 26

3.01 Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . 26
3.02 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 4. Payments; Pro Rata Treatment; Computations;
Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

4.01 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.02 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . 29
4.03 Computations . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.04 Minimum Amounts . . . . . . . . . . . . . . . . . . . . . . . . 29
4.05 Certain Notices . . . . . . . . . . . . . . . . . . . . . . . . 29
4.06 Non-Receipt of Funds by the Administrative
Agent . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.07 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . 31

Section 5. Yield Protection, Etc. . . . . . . . . . . . . . . . . . . . . . 33

5.01 Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . 33
5.02 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . 35
5.03 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.04 Treatment of Affected Loans . . . . . . . . . . . . . . . . . . 36
5.05 Broken Funding . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.06 U.S. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

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Section 6. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . 40

6.01 Initial Loan . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.02 Loans to Finance Nations Title Acquisition . . . . . . . . . . . 42
6.03 Initial and Subsequent Loans . . . . . . . . . . . . . . . . . . 42

Section 7. Representations and Warranties . . . . . . . . . . . . . . . . . 43

7.01 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . 43
7.02 Financial Condition . . . . . . . . . . . . . . . . . . . . . . 43
7.03 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.04 No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.05 Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.06 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.07 Use of Credit . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.08 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.09 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.10 Investment Company Act . . . . . . . . . . . . . . . . . . . . . 46
7.11 Public Utility Holding Company Act . . . . . . . . . . . . . . . 46
7.12 Material Agreements and Liens . . . . . . . . . . . . . . . . . 46
7.13 Environmental Matters . . . . . . . . . . . . . . . . . . . . . 47
7.14 Equity Rights . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.15 Subsidiaries, Etc. . . . . . . . . . . . . . . . . . . . . . . . 48
7.16 Title to Assets . . . . . . . . . . . . . . . . . . . . . . . . 48
7.17 True and Complete Disclosure . . . . . . . . . . . . . . . . . . 48
7.18 Insurance Licenses . . . . . . . . . . . . . . . . . . . . . . . 49

Section 8. Covenants of the Company . . . . . . . . . . . . . . . . . . . . 49

8.01 Financial Statements, Etc. . . . . . . . . . . . . . . . . . . . 50
8.02 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
8.03 Existence, Etc. . . . . . . . . . . . . . . . . . . . . . . . . 55
8.04 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
8.05 Prohibition of Fundamental Changes . . . . . . . . . . . . . . . 56
8.06 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . 58
8.07 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.08 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.09 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . 61
8.10 Certain Financial Covenants . . . . . . . . . . . . . . . . . . 62
8.11 NAIC Ratios . . . . . . . . . . . . . . . . . . . . . . . . . . 62
8.12 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . 62
8.13 Interest Rate Protection Agreements . . . . . . . . . . . . . . 63
8.14 Lines of Business . . . . . . . . . . . . . . . . . . . . . . . 64
8.15 Subsidiary Dividend Payments . . . . . . . . . . . . . . . . . . 64
8.16 Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
8.17 Transactions with Affiliates . . . . . . . . . . . . . . . . . . 65
8.18 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 65
8.19 Certain Obligations Respecting Subsidiaries . . . . . . . . . . 66
8.20 Foreclosure on Subject Property . . . . . . . . . . . . . . . . 66
8.21 Modifications of Subordinated Debt
Documents; Payments of Subordinated Debt . . . . . . . . . . . 68

Section 9. Events of Default . . . . . . . . . . . . . . . . . . . . . . . 68

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Section 10. The Administrative Agent . . . . . . . . . . . . . . . . . . . . 72

10.01 Appointment, Powers and Immunities . . . . . . . . . . . . . . . 72
10.02 Reliance by Administrative Agent . . . . . . . . . . . . . . . . 73
10.03 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
10.04 Rights as a Bank . . . . . . . . . . . . . . . . . . . . . . . . 73
10.05 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 74
10.06 Non-Reliance on Administrative Agent and
Other Banks . . . . . . . . . . . . . . . . . . . . . . . . . 74
10.07 Failure to Act . . . . . . . . . . . . . . . . . . . . . . . . . 75
10.08 Resignation or Removal of Administrative Agent . . . . . . . . . 75
10.09 Agency Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
10.10 Consents under Other Loan Documents . . . . . . . . . . . . . . 76

Section 11. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 76

11.01 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
11.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
11.03 Expenses, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.04 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . 78
11.05 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . 79
11.06 Assignments and Participations . . . . . . . . . . . . . . . . . 79
11.07 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.08 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
11.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 82
11.10 Governing Law; Submission to Jurisdiction . . . . . . . . . . . 82
11.11 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . 82
11.12 Treatment of Certain Information;
Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 82

SCHEDULE I - Material Agreements and Liens
SCHEDULE II - Environmental Matters
SCHEDULE III - Subsidiaries and Real Estate Investments
SCHEDULE IV - Insurance Licenses
SCHEDULE V - Tax Matters

EXHIBIT A-1 - Form of Revolving Credit Note
EXHIBIT A-2 - Form of Term Loan Note
EXHIBIT B - Form of Pledge Agreement
EXHIBIT C-1 - Form of Opinion of Counsel to
the Company
EXHIBIT C-2 - Form of Opinion of Corporate Counsel
to the Company
EXHIBIT D - Form of Opinion of Special New York
Counsel to Chase
EXHIBIT E - Form of Confidentiality Agreement
EXHIBIT F - Form of Notice of Assignment

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CREDIT AGREEMENT dated as of September 21, 1995, between:
FIDELITY NATIONAL FINANCIAL, INC., a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Company"); each of the
lenders that is a signatory hereto identified under the caption "BANKS" on the
signature pages hereto and each lender that becomes a "Bank" after the date
hereof pursuant to Section 11.06(b) hereof (individually, a "Bank" and,
collectively, the "Banks"); and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association, as agent for the Banks (in such
capacity, together with its successors in such capacity, the "Administrative
Agent").

The Company has requested that the Banks make loans to it in
an aggregate principal amount not exceeding $35,000,000 at any one time
outstanding and the Banks are prepared to make such loans upon the terms and
conditions hereof. Accordingly, the parties hereto agree as follows:

Section 1. Definitions and Accounting Matters.

1.01 Certain Defined Terms. As used herein, the following
terms shall have the following meanings (all terms defined in this Section 1.01
or in other provisions of this Agreement in the singular to have the same
meanings when used in the plural and vice versa):

"Acquisition" shall mean any transaction, or any series of
related transactions, by which (a) the Company and/or any of its Subsidiaries
acquires the business or all or substantially all of the assets of any firm,
corporation or division of any firm or corporation, whether by making
Investments, purchase of assets, merger or otherwise or (b) any Person that was
not theretofore a Subsidiary of the Company becomes a Wholly Owned Subsidiary
of the Company.

"Acquisition Agreement" shall mean the Acquisition Agreement
dated as of September 13, 1995 between the Company, Nations Holding Group,
Inc., a California corporation, and Nations Title.

"Affiliate" shall mean any Person that directly or indirectly
controls, or is under common control with, or is controlled by, the Company
and, if such Person is an individual, any member of the immediate family
(including parents, spouse, children and siblings) of such individual and any
trust whose principal beneficiary is such individual or one or more members of
such immediate family and any Person who is controlled by any such member or
trust. As used in this definition, "control" (including, with its correlative
meanings, "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or

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otherwise), provided that, in any event, any Person that owns directly or
indirectly securities having 10% or more of the voting power for the election
of directors or other governing body of a corporation or 10% or more of the
partnership or other ownership interests of any other Person (other than as a
limited partner of such other Person) will be deemed to control such
corporation or other Person. Notwithstanding the foregoing, (a) no individual
shall be an Affiliate solely by reason of his or her being a director, officer
or employee of the Company or any of its Subsidiaries and (b) none of the
Wholly Owned Subsidiaries of the Company shall be Affiliates.

"Applicable Insurance Regulatory Authority" shall mean, when
used with respect to any Insurance Subsidiary, the Insurance Regulatory
Authority of the State in which such Insurance Subsidiary is domiciled.

"Applicable Lending Office" shall mean, for each Bank and for
each Type of Loan, the "Lending Office" of such Bank (or of an affiliate of
such Bank) designated for such Type of Loan on the signature pages hereof or
such other office of such Bank (or of an affiliate of such Bank) as such Bank
may from time to time specify to the Administrative Agent and the Company as
the office by which its Loans of such Type are to be made and maintained.

"Applicable Margin" shall mean: (a) with respect to Base Rate
Loans, 0% per annum; and (b) with respect to Eurodollar Loans, 2.00% per annum.

"Bankruptcy Code" shall mean the Federal Bankruptcy Code of
1978, as amended from time to time.

"Base Rate" shall mean, for any day, a rate per annum equal to
the higher of (a) the Federal Funds Rate for such day plus 1/2 of 1% and (b)
the Prime Rate for such day. Each change in any interest rate provided for
herein based upon the Base Rate resulting from a change in the Base Rate shall
take effect at the time of such change in the Base Rate.

"Base Rate Loans" shall mean Loans that bear interest at rates
based upon the Base Rate.

"Base Restricted Payment Basket" shall mean (i) for the fiscal
year ending December 31, 1995, $22,000,000 and (ii) for any fiscal year
thereafter, the greater of

(x) $4,000,000 and

(y) the Excess EBIT for such fiscal year.

"Basle Accord" shall mean the proposals for risk-based capital
framework described by the Basle Committee on Banking

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Regulations and Supervisory Practices in its paper entitled "International
Convergence of Capital Measurement and Capital Standards" dated July 1988, as
amended, modified and supplemented and in effect from time to time or any
replacement thereof.

"Business Day" shall mean any day (a) on which commercial
banks are not authorized or required to close in New York City and (b) if such
day relates to a borrowing of, a payment or prepayment of principal of or
interest on, a Conversion of or into, or an Interest Period for, a Eurodollar
Loan or a notice by the Company with respect to any such borrowing, payment,
prepayment, Conversion or Interest Period, that is also a day on which dealings
in Dollar deposits are carried out in the London interbank market.

"Capital Expenditures" shall mean, for any period,
expenditures (including, without limitation, the aggregate amount of Capital
Lease Obligations incurred during such period) made by the Company or any of
its Subsidiaries to acquire or construct fixed assets, plant and equipment
(including renewals, improvements and replacements, but excluding repairs)
during such period computed in accordance with GAAP.

"Capital Lease Obligations" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

"Carryover Amount" shall mean, for any fiscal year, the sum of

(a) the lesser of

(i) the excess, if any, of (x) the Base
Restricted Payment Basket for the immediately
preceding fiscal year (provided such fiscal year ends
on of after December 31, 1995) over (y) the aggregate
amount of Restricted Payments made during such
immediately preceding fiscal year and

(ii) $5,000,000 and

(b) the lesser of

(i) an amount equal to (A) the excess, if
any, of (x) the Base Restricted Payment Basket for
the second preceding fiscal year (provided such
fiscal year ends on or after December 31, 1995)

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over (y) the aggregate amount of Restricted Payments
made during such second preceding fiscal year minus
(B) the excess, if any, of (x) the aggregate amount of
Restricted Payments made during the immediately
preceding fiscal year over (y) the Base Restricted
Payment Basket for such immediately preceding fiscal
year and

(ii) $2,500,000.

"Chase" shall mean The Chase Manhattan Bank (National
Association).

"Class" shall have the meaning assigned to such term in
Section 1.03 hereof.

"Closing Date" shall mean the date upon which the Term Loans
hereunder are made.

"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

"Commitments" shall mean the Revolving Credit Commitments and
the Term Loan Commitments.

"Consolidated Investment Portfolio" shall mean, as of any
date, the sum, for the Company and its Subsidiaries (determined on a
consolidated basis in accordance with GAAP), of the following: (a) total
investments plus (b) cash plus (c) cash equivalents plus (d) notes receivable,
in each case as shown on the latest consolidated balance sheet of the Company
delivered pursuant to Section 8.01(a) or (c) hereof.

"Continue", "Continuation" and "Continued" shall refer to the
continuation pursuant to Section 2.08 hereof of a Eurodollar Loan from one
Interest Period to the next Interest Period.

"Convert", "Conversion" and "Converted" shall refer to a
conversion pursuant to Section 2.08 hereof of one Type of Loans into the other
Type of Loans, which may be accompanied by the transfer by a Bank (at its sole
discretion) of a Loan from one Applicable Lending Office to another.

"Corporations" shall mean Fidelity National Title Insurance
Company of New York, Fidelity National Title Insurance Company and Fidelity
National Title Insurance Company of Pennsylvania.

"Debt Service" shall mean, for any period, the sum, for the
Company and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the

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following: (a) all regularly scheduled payments or prepayments of principal of
Indebtedness (including, without limitation, the principal component of any
payments in respect of Capital Lease Obligations) made during such period plus
(b) all Interest Expense for such period but excluding Interest Expense in
respect of Subordinated Debt.

"Default" shall mean an Event of Default or an event that with
notice or lapse of time or both would become an Event of Default.

"Dollars" and "$" shall mean lawful money of the United States
of America.

"EBIT" shall mean, for any period, the sum, for the Company
and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: net operating income (calculated
before federal income taxes, Interest Expense and extraordinary and unusual
items) for such period.

"Environmental Claim" shall mean, with respect to any Person,
any written or oral notice, claim, demand or other communication (collectively,
a "claim") by any other Person alleging or asserting such Person's liability
for investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property, personal injuries, fines or penalties
arising out of, based on or resulting from (i) the presence, or Release into
the environment, of any Hazardous Material at any location, whether or not
owned by such Person, or (ii) circumstances forming the basis of any violation,
or alleged violation, of any Environmental Law. The term "Environmental Claim"
shall include, without limitation, any claim by any governmental authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

"Environmental Laws" shall mean any and all present and future
Federal, state, local and foreign laws, rules or regulations, and any orders or
decrees, in each case as now or hereafter in effect, relating to the regulation
or protection of human health, safety or the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes into the indoor or outdoor
environment, including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage,

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disposal, transport or handling of pollutants, contaminants, chemicals or toxic
or hazardous substances or wastes.

"Equity Rights" shall mean, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including, without limitation, any stockholders' or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, such Person.

"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time.

"ERISA Affiliate" shall mean any corporation or trade or
business that is a member of any group of organizations (i) described in
Section 414(b) or (c) of the Code of which the Company is a member and (ii)
solely for purposes of potential liability under Section 302(c)(11) of ERISA
and Section 412(c)(11) of the Code and the lien created under Section 302(f) of
ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of the
Code of which the Company is a member.

"Eurodollar Base Rate" shall mean, with respect to any
Eurodollar Loan for any Interest Period therefor, the arithmetic mean (rounded
upwards, if necessary, to the nearest 1/16 of 1%), as determined by Chase, of
the rates per annum quoted by Chase at approximately 11:00 a.m. London time (or
as soon thereafter as practicable) on the date two Business Days prior to the
first day of such Interest Period for the offering by Chase to leading banks in
the London interbank market of Dollar deposits having a term comparable to such
Interest Period and in an amount comparable to the principal amount of the
Eurodollar Loan to be made by Chase for such Interest Period. If Chase is not
participating in any Eurodollar Loans during any Interest Period therefor, the
Eurodollar Base Rate for such Loans for such Interest Period shall be
determined by reference to the amount of such Loans that Chase would have made
or had outstanding had it been participating in such Loan during such Interest
Period.

"Eurodollar Loans" shall mean Loans that bear interest at
rates based on rates referred to in the definition of "Eurodollar Base Rate" in
this Section 1.01.

"Eurodollar Rate" shall mean, for any Eurodollar Loan for any
Interest Period therefor, a rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) determined by the Administrative Agent to be equal to
the Eurodollar Base Rate for such Loan for such Interest Period divided by 1
minus the

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Reserve Requirement (if any) for such Loan for such Interest Period.

"Event of Default" shall have the meaning assigned to such
term in Section 9 hereof.

"Excess EBIT" for any fiscal year shall mean (i) for the
fiscal year ending December 31, 1995, zero, (ii) for the fiscal year ending
December 31, 1996, the excess (if any) of (x) EBIT for the six-month period
ending December 31, 1995 multiplied by two over (y) Pro Forma Debt Service (as
of the date of determination of "Excess EBIT") multiplied by 1.5 and (iii) for
any fiscal year ending on or after December 31, 1997, the excess (if any) of
(x) EBIT for the immediately preceding fiscal year over (y) Pro Forma Debt
Service (as of such date of determination) multiplied by 1.5.

"FAMI" shall mean Fidelity Asset Management, Inc., a
California corporation.

"FAMI Leases" shall mean the personal property leases that may
exist from time to time between FAMI and any of the Subsidiaries of the
Company.

"Federal Funds Rate" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (a) if the day for which such rate is
to be determined is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day and (b) if such rate is not so
published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate charged to Chase on such Business Day on such
transactions as determined by the Administrative Agent.

"Fixed Charges Ratio" shall mean, as at any date, the ratio of
(a) EBIT for the Reporting Period as of such date to (b) Debt Service for such
Reporting Period.

"GAAP" shall mean generally accepted accounting principles
applied on a basis consistent with those that, in accordance with the last
sentence of Section 1.02(a) hereof, are to be used in making the calculations
for purposes of determining compliance with this Agreement.

"Guarantee" shall mean a guarantee, an endorsement, a
contingent agreement to purchase or to furnish funds for the

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payment or maintenance of, or otherwise to be or become contingently (whether
as a general partner or otherwise) liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any Person, or an agreement to purchase, sell
or lease (as lessee or lessor) Property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including, without limitation, causing a bank or other financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding endorsements for collection or deposit in the ordinary
course of business. The terms "Guarantee" and "Guaranteed" used as a verb
shall have a correlative meaning.

"Hazardous Material" shall mean, collectively, (a) any
petroleum or petroleum products, flammable materials, explosives, radioactive
materials, asbestos, urea formaldehyde foam insulation, and transformers or
other equipment that contain polychlorinated biphenyls ("PCB's"), (b) any
chemicals or other materials or substances that are now or hereafter become
defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous wastes", "restricted
hazardous wastes", "toxic substances", "toxic pollutants", "contaminants",
"pollutants" or words of similar import under any Environmental Law and (c) any
other chemical or other material or substance, exposure to which is now or
hereafter prohibited, limited or regulated under any Environmental Law.

"Heritage" shall mean Nations Title Company of Bakersfield
(formerly Heritage Title Company), a California corporation.

"Indebtedness" shall mean, for any Person: (a) obligations
created, issued or incurred by such Person for borrowed money (whether by loan,
the issuance and sale of debt securities or the sale of Property to another
Person subject to an understanding or agreement, contingent or otherwise, to
repurchase such Property from such Person); (b) obligations of such Person to
pay the deferred purchase or acquisition price of Property or services, other
than trade accounts payable (other than for borrowed money) arising, and
accrued expenses incurred, in the ordinary course of business so long as such
trade accounts payable are payable within 90 days of the date the respective
goods are delivered or the respective services are rendered; (c) Indebtedness
of others secured by a Lien on the Property of such Person, whether or not the
respective indebtedness so secured has been assumed by such Person; (d)
obligations of such Person in respect of letters of credit or similar
instruments

Credit Agreement
13
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issued or accepted by banks and other financial institutions for account of
such Person; (e) Capital Lease Obligations of such Person; and (f) Indebtedness
of others Guaranteed by such Person; provided that Indebtedness shall not
include obligations with respect to title insurance policies, and similar
policies issued by an Insurance Subsidiary in the ordinary course of its
business.

"Insurance Regulatory Authority" shall mean any department,
official or other administrative or regulatory commission, authority or agency
of any State (or of the Federal government of the United States) authorized to
license, supervise or otherwise regulate companies or other entities engaged in
the business of insurance in such State (or in the United States).

"Insurance Subsidiaries" shall mean, collectively, Fidelity
National Title Insurance Company, Fidelity National Title Insurance Company of
California, Fidelity National Title Insurance Company of Tennessee, Fidelity
National Title Insurance Company of Pennsylvania, American Title Insurance
Company and Fidelity National Title Insurance Company of New York and any other
Subsidiary of the Company that is a licensed insurance company or a licensed
underwritten title company.

"Interest Expense" shall mean, for any period, interest
expense of the Company and its Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP), including, without limitation,
the following: (a) all interest in respect of Indebtedness (including, without
limitation, the interest component of any payments in respect of Capital Lease
Obligations) accrued or capitalized during such period (whether or not actually
paid during such period) plus (b) the net amount payable (or minus the net
amount receivable) under Interest Rate Protection Agreements during such period
(whether or not actually paid or received during such period).

"Interest Period" shall mean, with respect to any Eurodollar
Loan, each period commencing on the date such Eurodollar Loan is made or
Converted from a Base Rate Loan or (in the event of a Continuation) the last
day of the next preceding Interest Period for such Loan and ending on the
numerically corresponding day in the first, second, third or sixth calendar
month thereafter, as the Company may select as provided in Section 4.05 hereof,
except that each Interest Period that commences on the last Business Day of a
calendar month (or on any day for which there is no numerically corresponding
day in the appropriate subsequent calendar month) shall end on the last
Business Day of the appropriate subsequent calendar month.

Notwithstanding the foregoing: (i) if any Interest Period for
any Revolving Credit Loan would otherwise end after the Revolving Credit
Commitment Termination Date, such Interest

Credit Agreement
14
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Period shall end on the Revolving Credit Commitment Termination Date; (ii) no
Interest Period for any Term Loan may commence before and end after any
Principal Payment Date unless, after giving effect thereto, the aggregate
principal amount of the Term Loans having Interest Periods that end after such
Principal Payment Date shall be equal to or less than the aggregate principal
amount of the Term Loans scheduled to be outstanding after giving effect to the
payments of principal required to be made on such Principal Payment Date; (iii)
each Interest Period that would otherwise end on a day that is not a Business
Day shall end on the next succeeding Business Day (or, if such next succeeding
Business Day falls in the next succeeding calendar month, on the next preceding
Business Day); and (iv) notwithstanding clause (i) and (ii) above, no Interest
Period shall have a duration of less than one month and, if the Interest Period
for any Eurodollar Loan would otherwise be a shorter period, such Loan shall
not be available hereunder for such period.

"Interest Rate Protection Agreement" shall mean, for any
Person, an interest rate swap, cap or collar agreement or similar arrangement
between such Person and one or more financial institutions providing for the
transfer or mitigation of interest risks either generally or under specific
contingencies. For purposes hereof, the "credit exposure" at any time of any
Person under an Interest Rate Protection Agreement to which such Person is a
party shall be determined at such time in accordance with the standard methods
of calculating credit exposure under similar arrangements as prescribed from
time to time by the Administrative Agent, taking into account potential
interest rate movements and the respective termination provisions and notional
principal amount and term of such Interest Rate Protection Agreement.

"Investment" shall mean, for any Person: (a) the acquisition
(whether for cash, Property, services or securities or otherwise) of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of any other Person or any agreement to make any such
acquisition (including, without limitation, any "short sale" or any sale of any
securities at a time when such securities are not owned by the Person entering
into such sale); (b) the making of any deposit with, or advance, loan or other
extension of credit to, any other Person (including the purchase of Property
from another Person subject to an understanding or agreement, contingent or
otherwise, to resell such Property to such Person); or (c) the entering into of
any Interest Rate Protection Agreement.

"Investment Grade Debt Securities" shall mean debt instruments
or securities rated BBB- or better by Standard & Poor's Corporation or Baa3 or
better by Xxxxx'x Investors

Credit Agreement
15
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Service, Inc. (or an equivalent rating by a comparable nationally recognized
statistical rating organization).

"Leverage Ratio" shall mean, at any time, the ratio of Total
Debt to Tangible Net Worth at such time.

"Licenses" shall mean any licenses or certificates of
authority from any Insurance Regulatory Authority, or permits or authorizations
to transact title insurance business or to act as an insurance agent or broker.

"Lien" shall mean, with respect to any Property, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect
of such Property. For purposes of this Agreement and the other Loan Documents,
a Person shall be deemed to own subject to a Lien any Property that it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
(other than an operating lease) relating to such Property.

"Loan Documents" shall mean, collectively, this Agreement, the
Notes and the Pledge Documents.

"Loans" shall mean the Revolving Credit Loans and the Term
Loans.

"Majority Banks" shall mean, at any time, the Banks holding at
least 60% of the aggregate amount of the Commitments or, if any Loans are
outstanding, the aggregate principal amount of such Loans outstanding.

"Manchester" shall mean Manchester Development Corporation, a
California corporation, which corporation is doing business as "Orion Realty
Corp."

"Margin Stock" shall mean "margin stock" within the meaning of
Regulations G, T, U and X.

"Material Adverse Effect" shall mean a material adverse effect
on (a) the Property, business, operations, financial condition, prospects,
liabilities or capitalization of the Company and its Subsidiaries taken as a
whole, (b) the ability of the Company to perform its obligations under any of
the Loan Documents, (c) the validity or enforceability of any of the Loan
Documents, (d) the rights and remedies of the Banks and the Administrative
Agent under any of the Loan Documents or (e) the timely payment of the
principal of or interest on the Loans or other amounts payable in connection
therewith.

"Material Subsidiary" shall mean, at any time, each Subsidiary
of the Company the Tangible Net Worth of which is

Credit Agreement
16
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equal to or exceeds $5,000,000 or which has total assets (determined on a
consolidated basis in accordance with GAAP) of $25,000,000 or more.

"Multiemployer Plan" shall mean a multiemployer plan defined
as such in Section 3(37) of ERISA to which contributions have been made by the
Company or any ERISA Affiliate and that is covered by Title IV of ERISA.

"NAIC" shall mean the National Association of Insurance
Commissioners and any successor thereto.

"Nations Title" shall mean Nations Title, Inc., a Kansas
corporation.

"Nations Title Acquisition" shall mean the acquisition by the
Company of all of the capital stock of Nations Title and Heritage, pursuant to
the Acquisition Agreement.

"Net Income" shall mean, for any period, for the Company and
its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) net income (calculated after income taxes) but before
extraordinary gains or losses.

"Notes" shall mean the Revolving Credit Notes and the Term
Loan Notes.

"Original Revolving Credit Commitment Termination Date" shall
have the meaning assigned to such term in Section 2.09 hereof.

"PBGC" shall mean the Pension Benefit Guaranty Corporation or
any entity succeeding to any or all of its functions under ERISA.

"Permitted Investments" shall mean: (a) operating deposit
accounts with banks, (b) direct obligations of the United States of America, or
of any agency thereof, or obligations guaranteed as to principal and interest
by the United States of America, or of any agency thereof, in either case
maturing not more than 90 days from the date of acquisition thereof; (c)
certificates of deposit either (i) individually not exceeding $100,000 and
issued by any one bank or trust company organized under the laws of the United
States of America or any state thereof, which bank or trust company is insured
by the Federal Deposit Insurance Corporation or (ii) individually not exceeding
$5,000,000 and issued by any one bank or trust company organized under the laws
of the United States of America or any State thereto whose short-term
certificates of deposit are rated A-1 or better or P-1 or better by Standard &
Poor's Ratings Group, a Division of McGraw Hill, Inc. ("S&P's") or Moody's
Investors

Credit Agreement
17
- 13 -

Services, Inc. ("Moody's"), respectively, maturing not more than 90 days from
the date of acquisition thereof; (d) commercial paper rated A-1 or better or
P-1 or better by S&P's or Moody's, respectively, maturing not more than 90 days
from the date of acquisition thereof; and (e) shares of rated money market
mutual funds (rated at least AAA m/AAA) registered under the Investment Company
Act of 1940 investing in any combination of the investments described in
clauses (a) through (d) above; in the case of each of clauses (b) through (d)
above, so long as the same (x) provide for the payment of principal and
interest (and not principal alone or interest alone) and (y) are not subject to
any contingency regarding the payment of principal or interest.

"Person" shall mean any individual, corporation, company,
voluntary association, partnership, limited liability company, joint venture,
trust, unincorporated organization or government (or any agency,
instrumentality or political subdivision thereof).

"Plan" shall mean an employee benefit or other plan
established or maintained by the Company or any ERISA Affiliate and that is
covered by Title IV of ERISA, other than a Multiemployer Plan.

"Pledge Agreement" shall mean a Pledge Agreement substantially
in the form of Exhibit B hereto between the Company and the Administrative
Agent, as the same shall be modified and supplemented and in effect from time
to time.

"Pledge Documents" shall mean, collectively, the Pledge
Agreement and all Uniform Commercial Code financing statements required by the
Pledge Agreement to be filed with respect to the security interests created
pursuant to the Pledge Agreement.

"Post-Default Rate" shall mean a rate per annum equal to 2%
plus the Base Rate as in effect from time to time plus the Applicable Margin
for Base Rate Loans, provided that, with respect to principal of a Eurodollar
Loan that shall become due (whether at stated maturity, by acceleration or
otherwise) on a day other than the last day of the Interest Period therefor,
the "Post-Default Rate" shall be, for the period from and including such due
date to but excluding the last day of such Interest Period, 2% plus the
interest rate for such Loan as provided in Section 3.02(b) hereof and,
thereafter, the rate provided for above in this definition.

"Prime Rate" shall mean the rate of interest from time to time
announced by Chase at the Principal Office as its prime commercial lending
rate.

Credit Agreement
18
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"Principal Office" shall mean the principal office of Chase,
located on the date hereof at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000.

"Principal Payment Dates" shall mean the Quarterly Dates
falling on or nearest to March, June, September and December of each year,
commencing with December 21, 1995, through and including September 21, 2001.

"Pro Forma Debt Service" shall mean, for any fiscal year and
as of the date of determination thereof, the sum of (a) the aggregate amount of
Debt Service due and payable for the period beginning on the first day of such
fiscal year to and including such date of determination, (b) the aggregate
amount of Debt Service projected to be due and payable for the remainder of
such year after such date of determination, such projection to give effect to
any scheduled repayments of principal of any Indebtedness of the Company or any
of its Subsidiaries and, in the case of any Indebtedness bearing a floating
rate of interest, to be based on then current interest rates and (c) all
Restricted Payments previously made and projected to be made in such fiscal
year.

"Property" shall mean any right or interest in or to property
of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

"Quarterly Dates" shall mean the 21st day of each March, June,
September and December, the first of which shall be the first such day after
the date hereof; provided that if any such day is not a Business Day, then such
Quarterly Date shall be the next succeeding Business Day (unless such Business
Day falls in a subsequent calendar month, in which event such Quarterly Date
shall be the next preceding Business Day).

"Registered Holder" shall have the meaning assigned to such
term in Section 5.06(a) hereof.

"Registered Loan" shall have the meaning assigned to such term
in Section 2.07(e) hereof.

"Registered Notes" shall have the meaning assigned to such
term in Section 2.07(e) hereof.

"Regulation A", "Regulation D", "Regulation G", "Regulation
T", "Regulation U" and "Regulation X" shall mean, respectively, Regulations A,
D, G, T, U and X of the Board of Governors of the Federal Reserve System (or
any successor), as the same may be modified and supplemented and in effect from
time to time.

Credit Agreement
19
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"Regulatory Change" shall mean, with respect to any Bank, any
change after the date hereof in Federal, state or foreign law or regulations
(including, without limitation, Regulation D) or the adoption or making after
such date of any interpretation, directive or request applying to a class of
banks including such Bank of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.

"Release" shall mean any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment, including, without
limitation, the movement of Hazardous Materials through ambient air, soil,
surface water, ground water, wetlands, land or subsurface strata.

"Relevant 8-K Report" shall mean the Current Report to be
filed with the Securities and Exchange Commission and the New York Stock
Exchange on Form 8-K as a result of the execution and delivery of the Pledge
Agreement.

"Reporting Period" shall mean, as of any date, the period of
six consecutive fiscal quarters of the Company ending on or most recently ended
prior to such date; provided that, until the end of the sixth full fiscal
quarter occurring after the date hereof, "Reporting Period" shall mean, as of
any date, the period consisting of the full fiscal quarters of the Company
occurring since June 30, 1995.

"Reserve Requirement" shall mean, for any Interest Period for
any Eurodollar Loan, the average maximum rate at which reserves (including,
without limitation, any marginal, supplemental or emergency reserves) are
required to be maintained during such Interest Period under Regulation D by
member banks of the Federal Reserve System in New York City with deposits
exceeding one billion Dollars against "Eurocurrency liabilities" (as such term
is used in Regulation D). Without limiting the effect of the foregoing, the
Reserve Requirement shall include any other reserves required to be maintained
by such member banks by reason of any Regulatory Change with respect to (i) any
category of liabilities that includes deposits by reference to which the
Eurodollar Base Rate is to be determined as provided in the definition of
"Eurodollar Base Rate" in this Section 1.01 or (ii) any category of extensions
of credit or other assets that includes Eurodollar Loans.

"Reserves" shall mean, for any Insurance Subsidiary, as at any
date, the aggregate reserves for undetermined title losses of such Insurance
Subsidiary (which amount is shown at the date hereof on the most recent annual
Statutory Statement of such

Credit Agreement
20
- 16 -

Insurance Subsidiary at page 3, line 1(b), column 1) as at the last day of the
fiscal year of such Insurance Subsidiary ending on or most recently ended prior
to such date.

"Restricted Payment" shall mean (a) dividends (in cash,
Property or obligations) on, or other payments or distributions on account of,
or the setting apart of money for a sinking or other analogous fund for, or the
purchase, redemption, retirement or other acquisition of, any shares of any
class of stock of the Company (other than any such purchase arising solely as a
result of a release to the Company of any shares of capital stock of the
Company held by Imperial Bank or its successor, as escrow agent, pursuant to
the Indemnity Escrow Agreement (as defined in the Acquisition Agreement) or any
acceptance by the Company of any shares of its capital stock from Nations
Holding Group, Inc. in satisfaction of any obligations of Nations Holding
Group, Inc. arising under the Acquisition Agreement) or of any warrants,
options or other rights to acquire the same (or to make any payments to any
Person, such as "phantom stock" payments, where the amount thereof is
calculated with reference to the fair market or equity value of the Company or
any of its Subsidiaries), but excluding dividends payable solely in shares of
common stock of the Company and (b) any Subordinated Debt Payment made pursuant
to Section 8.21(b)(iii) hereof.

"Restricted Payment Basket" shall mean, for any fiscal year,
the sum of (a) the Base Restricted Payment Basket for such fiscal year plus (b)
the Carryover Amount for such fiscal year.

"Restricted Subsidiary" shall mean any Subsidiary of the
Company that is subject to any indenture, agreement, instrument or other
arrangement of the type described in Section 8.19(b) hereof.

"Revolving Credit Commitment" shall mean, as to each Bank, the
obligation of such Bank to make Revolving Credit Loans in an aggregate
principal amount at any one time outstanding up to but not exceeding the amount
set opposite the name of such Bank on the signature pages hereof under the
caption "Revolving Credit Commitment" or, in the case of a Person that becomes
a Bank pursuant to an assignment permitted under Section 11.06(b) hereof, as
specified in the respective instrument of assignment pursuant to which such
assignment is effected (as the same may be reduced from time to time pursuant
to Section 2.03 hereof). The original aggregate principal amount of the
Revolving Credit Commitments is $13,000,000.

"Revolving Credit Commitment Termination Date" shall mean the
Quarterly Date falling on or nearest to September 21, 1996, subject to
extension as provided in Section 2.09 hereof.

Credit Agreement
21
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"Revolving Credit Loans" shall mean the loans provided for in
Section 2.01(b) hereof, which may be Base Rate Loans and/or Eurodollar Loans.

"Revolving Credit Notes" shall mean the promissory notes
provided for by Section 2.07(a) hereof and all promissory notes delivered in
substitution or exchange therefor, in each case as the same shall be modified
and supplemented and in effect from time to time.

"SAP" shall mean, with respect to any Insurance Subsidiary,
the accounting procedures and practices prescribed or permitted by the
Applicable Insurance Regulatory Authority, applied on a basis consistent with
those that, in accordance with the last sentence of Section 1.02(a) hereof, are
to be used in making the calculations for purposes of determining compliance
with this Agreement.

"Specified Debt" shall mean the 8.375% Senior Secured Notes,
Series A, due February 1, 1998 and the 8.735% Senior Secured Notes, Series B,
due February 1, 2000 of the Company and the Indebtedness of the Company to
Imperial Bank outstanding on the Closing Date.

"Statutory Statement" shall mean, as to any Insurance
Subsidiary, a statement of the condition and affairs of such Insurance
Subsidiary, prepared in accordance with statutory accounting practices required
or permitted by the Applicable Insurance Regulatory Authority, and filed with
the Applicable Insurance Regulatory Authority.

"Subordinated Debt" shall mean Indebtedness of the Company
under its Liquid Yield Option(TM)1 Notes due 2009 (Zero Coupon Subordinated)
issued under the Subordinated Debt Indenture.

"Subordinated Debt Indenture" shall mean the Indenture dated
as of February 1, 1994 between the Company and Chemical Bank, as Trustee, as
the same may be amended, supplemented or otherwise modified and in effect from
time to time.

"Subordinated Debt Payment" shall mean any purchase,
redemption, retirement or other acquisition for value, or any setting apart of
any money for a sinking, defeasance or other analogous fund for, the purchase,
redemption, retirement or other acquisition of, or any making of any voluntary
payment or prepayment of the principal of or interest on, or any other amount
owing in respect of, any Subordinated Debt.

------------------------
1 Liquid Yield Option is a registered trademark of Xxxxxxx Xxxxx & Co., Inc.

Credit Agreement
22
- 18 -

"Subsidiary" shall mean, with respect to any Person, any
corporation, partnership or other entity of which at least a majority of the
securities or other ownership interests having by the terms thereof ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions of such corporation, partnership or other entity
(irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, partnership or
other entity shall have or might have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned or controlled
by such Person or one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries of such Person.

"Surplus" shall mean , when used with respect to any Insurance
Subsidiary referred to in Section 8.10(d) hereof, as at any date, the amount
(determined in accordance with SAP) of such Insurance Subsidiary's surplus as
regards policy holders (which amount is shown as at the date hereof on the most
recent Statutory Statement of such Insurance Subsidiary at page 3, line 19,
column 1) as at the last day of the fiscal quarter of such Insurance Subsidiary
ending on or most recently ended prior to such date.

"Tangible Net Worth" shall mean, as at any date, the sum for
the Company and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP but without giving effect to any
adjustments provided for by Statement 115 of the Financial Accounting Standards
Board), of the following:

(a) the amount of capital stock; plus

(b) the amount of surplus and retained earnings (or, in the
case of a surplus or retained earnings deficit, minus the amount of
such deficit); plus

(d) the sum of the following: cost of treasury shares and
the book value of all assets that should be classified as intangibles
(without duplication of deductions in respect of items already
deducted in arriving at surplus and retained earnings) but in any
event including goodwill, minority interests, research and development
costs, trademarks, trade names, copyrights, patents and franchises,
unamortized debt discount and expense, all reserves and any write-up
in the book value of assets resulting from a revaluation thereof
subsequent to December 31, 1994.

Credit Agreement
23
- 19 -

"Term Loan Commitment" shall mean, as to each Bank, the
obligation of such Bank to make a Term Loan in a principal amount up to but not
exceeding the amount set opposite the name of such Bank on the signature pages
hereof under the caption "Term Loan Commitment" or, in the case of a Person
that becomes a Bank pursuant to an assignment permitted under Section 11.06(b)
hereof, as specified in the respective instrument of assignment pursuant to
which such assignment is effected (as the same may be reduced from time to time
pursuant to Section 2.03 hereof). The original aggregate principal amount of
the Term Loan Commitments is $22,000,000.

"Term Loan Commitment Termination Date" shall mean September
30, 1995.

"Term Loan Notes" shall mean the promissory notes provided for
by Section 2.07(b) hereof and all promissory notes delivered in substitution or
exchange therefor, in each case as the same shall be modified and supplemented
and in effect from time to time.

"Term Loans" shall mean the loans provided for by Section
2.01(a) hereof, which may be Base Rate Loans and/or Eurodollar Loans.

"Total Debt" shall mean, as at any date, the sum, for the
Company and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) of Indebtedness (other than Subordinated
Debt).

"Type" shall have the meaning assigned to such term in Section
1.03 hereof.

"U.S. Person" shall mean a citizen or resident of the United
States of America, a corporation, partnership or other entity created or
organized in or under any laws of the United States of America, or any estate
or trust that is subject to Federal income taxation regardless of the source of
its income.

"U.S. Taxes" shall mean any present or future tax, assessment
or other charge or levy imposed by or on behalf of the United States of America
or any taxing authority thereof.

"Wholly Owned Subsidiary" shall mean, with respect to any
Person, any corporation, partnership or other entity of which all of the equity
securities or other ownership interests (other than, in the case of a
corporation, directors' qualifying shares) are directly or indirectly owned or
controlled by such Person or one or more Wholly Owned Subsidiaries of such
Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person.

Credit Agreement
24
- 20 -

1.02 Accounting Terms and Determinations.

(a) Except as otherwise expressly provided herein, all
accounting terms used herein shall be interpreted, and all financial statements
and certificates and reports as to financial matters required to be delivered
to the Banks hereunder shall (unless otherwise disclosed to the Banks in
writing at the time of delivery thereof in the manner described in subsection
(b) below) be prepared, in accordance with generally accepted accounting
principles or statutory accounting practices, as the case may be, applied on a
basis consistent with those used in the preparation of the latest financial
statements furnished to the Banks hereunder (which, prior to the delivery of
the first financial statements under Section 8.01 hereof, shall mean the
audited, or annual statutory, financial statements as at December 31, 1994
referred to in Section 7.02 hereof). All calculations made for the purposes of
determining compliance with this Agreement shall (except as otherwise expressly
provided herein) be made by application of generally accepted accounting
principles or statutory accounting practices, as the case may be, applied on a
basis consistent with those used in the preparation of the latest annual or
quarterly financial statements furnished to the Banks pursuant to Section 8.01
hereof (or, prior to the delivery of the first financial statements under
Section 8.01 hereof, used in the preparation of the audited, or annual
statutory, financial statements as at December 31, 1994 referred to in Section
7.02 hereof) unless (i) the Company shall have objected to determining such
compliance on such basis at the time of delivery of such financial statements
or (ii) the Majority Banks shall so object in writing within 30 days after
delivery of such financial statements, in either of which events such
calculations shall be made on a basis consistent with those used in the
preparation of the latest financial statements as to which such objection shall
not have been made (which, if objection is made in respect of the first
financial statements delivered under Section 8.01 hereof, shall mean the
audited, or annual statutory, financial statements referred to in Section 7.02
hereof).

(b) The Company shall deliver to the Banks at the same time
as the delivery of any annual or quarterly financial statement under Section
8.01 hereof (i) a description in reasonable detail of any material variation
between the application of accounting principles, or statutory accounting
practices, employed in the preparation of such statement and the application of
accounting principles, or statutory accounting practices, employed in the
preparation of the next preceding annual or quarterly financial statements as
to which no objection has been made in accordance with the last sentence of
subsection (a) above and (ii) reasonable estimates of the difference between
such statements arising as a consequence thereof.

Credit Agreement
25
- 21 -

(c) To enable the ready and consistent determination of
compliance with the covenants set forth in Section 8 hereof, the Company will
not change, and will not permit any of its Subsidiaries to change, the last day
of its fiscal year from December 31 of each year, or the last days of the first
three fiscal quarters in each of its fiscal years from March, June, September
and December of each year, respectively.

1.03 Classes and Types of Loans. Loans hereunder are
distinguished by "Class" and by "Type". The "Class" of a Loan (or of a
Commitment to make a Loan) refers to whether such Loan is a Revolving Credit
Loan or a Term Loan, each of which constitutes a Class. The "Type" of a Loan
refers to whether such Loan is a Base Rate Loan or a Eurodollar Loan, each of
which constitutes a Type. Loans may be identified by both Class and Type.

Section 2. Commitments, Loans, Notes and Prepayments.

2.01 Loans.

(a) Term Loans. Each Bank severally agrees, on the terms and
conditions of this Agreement, to make a term loan to the Company in Dollars on
the Closing Date (provided that the same shall occur no later than the Term
Loan Commitment Termination Date) in an aggregate principal amount up to but
not exceeding the amount of the Term Loan Commitment of such Bank. Thereafter
the Company may Convert Term Loans of one Type into Term Loans of the other
Type (as provided in Section 2.08 hereof) or Continue Term Loans of one Type as
Term Loans of the same Type (as provided in Section 2.08 hereof).

(b) Revolving Credit Loans. Each Bank severally agrees, on
the terms and conditions of this Agreement, to make loans to the Company in
Dollars during the period from and including the Closing Date to but not
including the Revolving Credit Commitment Termination Date in an aggregate
principal amount at any one time outstanding up to but not exceeding the amount
of the Revolving Credit Commitment of such Bank as in effect from time to time
(such Loans being herein called "Revolving Credit Loans"). Subject to the
terms and conditions of this Agreement, during such period the Company may
borrow, repay and reborrow the amount of the Revolving Credit Commitments by
means of Base Rate Loans and Eurodollar Loans and may Convert Revolving Credit
Loans of one Type into Revolving Credit Loans of the other Type (as provided in
Section 2.08 hereof) or Continue Revolving Credit Loans of one Type as
Revolving Credit Loans of the same Type (as provided in Section 2.08 hereof).

(c) Additional Term Loans. If the Company so requests
and all the Banks agree, the Banks shall make additional term loans to the
Company in an aggregate principal amount of not more

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than $10,000,000, such term loans to be available in a single drawdown and to
be repaid in quarterly installments on each Principal Payment Date and in
amounts proportionate to the amounts of the Term Loans scheduled to be repaid
on each such Principal Payment Date. The availability of these additional term
loans is subject to the satisfaction of the Borrower and each Bank, with all
terms relating thereto, including, without limitation, the interest rate on
such term loans and the payment of any fees relating thereto.

(d) Limit on Eurodollar Loans. No more than four separate
Interest Periods in respect of Eurodollar Loans of a Class from each Bank may
be outstanding at any one time.

2.02 Borrowings. The Company shall give the Administrative
Agent notice of each borrowing hereunder as provided in Section 4.05 hereof.
Not later than 1:00 p.m. New York time on the date specified for each borrowing
hereunder, each Bank shall make available the amount of the Loan or Loans to be
made by it on such date to the Administrative Agent, at account number
NYAO-DI-900-9-000002 maintained by the Administrative Agent with Chase at the
Principal Office, in immediately available funds, for account of the Company.
The amount so received by the Administrative Agent shall, subject to the terms
and conditions of this Agreement, be made available to the Company by
depositing the same, in immediately available funds, in an account of the
Company designated by the Company and maintained with Chase at the Principal
Office.

2.03 Changes of Commitments.

(a) The aggregate amount of the Revolving Credit Commitments
shall be automatically reduced to zero on the Revolving Credit Commitment
Termination Date.

(b) The Company shall have the right at any time or from time
to time (i) to terminate or reduce the aggregate unused amount of the Term Loan
Commitments, (ii) so long as no Revolving Credit Loans are outstanding, to
terminate the Revolving Credit Commitments and (iii) to reduce the aggregate
unused amount of the Revolving Credit Commitments; provided that (x) the
Company shall give notice of each such termination or reduction as provided in
Section 4.05 hereof and (y) each partial reduction shall be in an aggregate
amount at least equal to $1,000,000 (or a larger multiple of $1,000,000).

(d) The Commitments once terminated or reduced may not be
reinstated.

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2.04 Commitment Fee. The Company shall pay to the
Administrative Agent for account of each Bank a commitment fee on the daily
average unused amount of such Bank's Revolving Credit Commitment, for the
period from and including the date hereof to but not including the earlier of
the date such Revolving Credit Commitment is terminated and the Revolving
Credit Commitment Termination Date, at a rate per annum equal to 1/2 of 1%.
The Company shall pay to the Administrative Agent for account of each Bank a
commitment fee on the daily average unused amount of such Bank's Term Loan
Commitment, for the period from and including the date hereof to but not
including the earlier of the date such Term Loan Commitment is terminated and
the Term Loan Commitment Termination Date, at a rate per annum equal to 1/2 of
1%. Accrued commitment fee shall be payable on each Quarterly Date and on the
earlier of the date the relevant Commitments are terminated and the Revolving
Credit Commitment Termination Date or the Term Loan Commitment Termination
Date, as the case may be.

2.05 Lending Offices. The Loans of each Type made by each
Bank shall be made and maintained at such Bank's Applicable Lending Office for
Loans of such Type.

2.06 Several Obligations; Remedies Independent. The failure
of any Bank to make any Loan to be made by it on the date specified therefor
shall not relieve any other Bank of its obligation to make its Loan on such
date, but neither any Bank nor the Administrative Agent shall be responsible
for the failure of any other Bank to make a Loan to be made by such other Bank,
and (except as otherwise provided in Section 4.06 hereof) no Bank shall have
any obligation to the Administrative Agent or any other Bank for the failure by
such Bank to make any Loan required to be made by such Bank. The amounts
payable by the Company at any time hereunder and under the Notes to each Bank
shall be a separate and independent debt and each Bank shall be entitled to
protect and enforce its rights arising out of this Agreement and the Notes, and
it shall not be necessary for any other Bank or the Administrative Agent to
consent to, or be joined as an additional party in, any proceedings for such
purposes.

2.07 Notes.

(a) The Revolving Credit Loans (other than Registered Loans)
made by each Bank shall be evidenced by a single promissory note of the Company
substantially in the form of Exhibit A-1 hereto, dated the date hereof, payable
to such Bank in a principal amount equal to the amount of its Revolving Credit
Commitment as originally in effect and otherwise duly completed.

(b) The Term Loan (other than Registered Loans) made by each
Bank shall be evidenced by a single promissory note of the Company
substantially in the form of Exhibit A-2 hereto, dated the date hereof, payable
to such Bank in a principal amount

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equal to the amount of its Term Loan Commitment as originally in effect and
otherwise duly completed.

(c) The date, amount, Type, interest rate and duration of
Interest Period (if applicable) of each Loan of each Class made by each Bank to
the Company, and each payment made on account of the principal thereof, shall
be recorded by such Bank on its books and, prior to any transfer of the Note
evidencing the Loans of such Class held by it, endorsed by such Bank on the
schedule attached to such Note or any continuation thereof; provided that the
failure of such Bank to make any such recordation or endorsement shall not
affect the obligations of the Company to make a payment when due of any amount
owing hereunder or under such Note in respect of such Loans.

(d) No Bank shall be entitled to have its Notes substituted
or exchanged for any reason, or subdivided for promissory notes of lesser
denominations, except in connection with a permitted assignment of all or any
portion of such Bank's relevant Commitment, Loans and Notes pursuant to Section
11.06 hereof (and, if requested by any Bank, the Company agrees to so exchange
any Note).

(e) Notwithstanding the foregoing, any Bank that is not a
U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of
the Code may request the Company (through the Administrative Agent), and the
Company agrees thereupon, to record on the Register referred to in Section
11.06(g) hereof any Loans of any Class held by such Bank under this Agreement.
Loans recorded on the Register ("Registered Loans") may not be evidenced by
promissory notes other than Registered Notes as defined below and, upon the
registration of any Loan, any promissory note (other than a Registered Note)
evidencing the same shall be null and void and shall be returned to the
Company. The Company agrees, at the request of any Bank that is the holder of
Registered Loans, to execute and deliver to such Bank a promissory note in
registered form to evidence such Registered Loans (i.e. containing the optional
registered note language as indicated in Exhibits A-1 or A-2 hereto, as the
case may be) and registered as provided in Section 11.06(g) hereof (a
"Registered Note"), dated the date hereof, payable to such Bank and otherwise
duly completed. A Loan once recorded on the Register may not be removed from
the Register so long as it remains outstanding and a Registered Note may not be
exchanged for a promissory note that is not a Registered Note.

2.08 Prepayments and Conversions or Continuations of Loans.
Subject to Section 4.04 hereof, the Company shall have the right to prepay
Loans, or to Convert Loans of one Type into Loans of the other Type or Continue
Loans of one Type as Loans of the same Type, at any time or from time to time,
provided that: (a) the Company shall give the Administrative Agent notice of

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each such prepayment, Conversion or Continuation as provided in Section 4.05
hereof (and, upon the date specified in any such notice of prepayment, the
amount to be prepaid shall become due and payable hereunder); (b) Eurodollar
Loans may be prepaid or Converted only on the last day of an Interest Period
for such Loans; and (c) prepayments of the Term Loans shall be applied to the
installments of the Term Loans ratably. Notwithstanding the foregoing, and
without limiting the rights and remedies of the Banks under Section 9 hereof,
in the event that any Event of Default shall have occurred and be continuing,
the Administrative Agent may (and at the request of the Majority Banks shall)
suspend the right of the Company to Convert any Loan into a Eurodollar Loan, or
to Continue any Loan as a Eurodollar Loan, in which event all Loans shall be
Converted (on the last day(s) of the respective Interest Periods therefor) or
Continued, as the case may be, as Base Rate Loans.

2.09 Extension of Revolving Credit Commitment Termination
Date. The Company may, by notice to the Administrative Agent (which shall
promptly notify the Banks) not less than 60 days prior to the Revolving Credit
Commitment Termination Date then in effect hereunder (the "Original Revolving
Credit Commitment Termination Date"), request that the Banks extend the
Original Revolving Credit Commitment Termination Date one year after such date
or, if such date is not a Business Day, such notice shall be given on the next
succeeding Business Day (the "New Revolving Credit Commitment Termination
Date"). Each Bank, acting in its sole discretion, shall, by notice to the
Company and the Administrative Agent given not later than the date 30 days
prior to the Original Revolving Credit Commitment Termination Date, advise the
Company whether or not such Bank agrees to such extension, which extension
shall become effective if (and only if) all of the Banks agree thereto.

Notwithstanding the foregoing, the extension of the Original
Revolving Credit Commitment Termination Date shall not be effective unless:

(i) no Default shall have occurred and be continuing on each
of the date of the notice requesting such extension, and the Original
Revolving Credit Commitment Termination Date;

(ii) each of the representations and warranties of the Company
in Section 7 hereof and in the other Loan Documents shall be true and
correct in all material respects on and as of each of the date of the
notice requesting such extension and the Original Revolving Credit
Commitment Termination Date with the same force and effect as if made
on and as of each such date (or, if any such representation or warranty
is expressly stated to have been made as of a specific date, as of such
specific date);

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(iii) the Company shall have delivered to each of the
Administrative Agent and the Banks, on or before the date five
Business Days prior to the Original Commitment Termination Date,
evidence reasonably satisfactory to the Administrative Agent that the
Company has duly authorized such extension; and

(iv) the Company shall have delivered to the Administrative Agent
and the Banks a certificate of a senior financial officer of the
Company dated the Original Revolving Credit Commitment Termination
Date to the effect of clauses (i) and (ii).

Section 3. Payments of Principal and Interest.

3.01 Repayment of Loans.

(a) The Company hereby promises to pay to the Administrative
Agent for account of each Bank the aggregate principal of such Bank's Term
Loans in 24 installments payable on the Principal Payment Dates as follows:

Principal Payment Date Amount of Installment ($)
---------------------- -------------------------

December 21, 1995 $750,000
March 21, 1996 750,000
June 21, 1996 750,000
September 21, 1996 750,000
December 21, 1996 750,000
March 21, 1997 750,000
June 21, 1997 750,000
September 21, 1997 750,000
December 21, 1997 750,000
March 21, 1998 750,000
June 21, 1998 750,000
September 21, 1998 750,000
December 21, 1998 1,000,000
March 21, 1999 1,000,000
June 21, 1999 1,000,000
September 21, 1999 1,000,000
December 21, 1999 1,000,000
March 21, 2000 1,000,000
June 21, 2000 1,000,000
September 21, 2000 1,000,000
December 21, 2000 1,250,000
March 21, 2001 1,250,000
June 21, 2001 1,250,000
September 21, 2001 1,250,000

If the Company does not borrow the full amount of the Term Loan Commitments on
the Closing Date, the shortfall shall be applied to reduce the foregoing
installments ratably.

Credit Agreement
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(b) The Company hereby promises to pay to the Administrative
Agent for account of each Bank the aggregate outstanding principal amount of
such Bank's Revolving Credit Loans outstanding at the close of business on the
Revolving Credit Commitment Termination Date in equal quarterly installments
payable on the Principal Payment Dates following the Revolving Credit
Commitment Termination Date.

3.02 Interest. The Company hereby promises to pay to the
Administrative Agent for account of each Bank interest on the unpaid principal
amount of each Loan made by such Bank for the period from and including the
date of such Loan to but excluding the date such Loan shall be paid in full, at
the following rates per annum:

(a) during such periods as such Loan is a Base Rate Loan, the
Base Rate (as in effect from time to time) plus the Applicable Margin
and

(b) during such periods as such Loan is a Eurodollar Loan,
for each Interest Period relating thereto, the Eurodollar Rate for
such Loan for such Interest Period
plus the Applicable Margin.

Notwithstanding the foregoing, the Company hereby promises to pay to the
Administrative Agent for account of each Bank interest at the applicable
Post-Default Rate on any principal of any Loan made by such Bank and on any
other amount payable by the Company hereunder or under the Notes held by such
Bank to or for account of such Bank, that shall not be paid in full when due
(whether at stated maturity, by acceleration or otherwise), for the period from
and including the due date thereof to but excluding the date the same is paid
in full. Accrued interest on each Loan shall be payable (i) in the case of a
Base Rate Loan, quarterly on the Quarterly Dates, (ii) in the case of a
Eurodollar Loan, on the last day of each Interest Period therefor and, if such
Interest Period is longer than three months, at three-month intervals following
the first day of such Interest Period, and (iii) in the case of any Loan, upon
the payment or prepayment thereof or the Conversion of such Loan to a Loan of
the other Type (but only on the principal amount so paid, prepaid or
Converted), except that interest payable at the Post-Default Rate shall be
payable from time to time on demand. Promptly after the determination of any
interest rate provided for herein or any change therein, the Administrative
Agent shall give notice thereof to the Banks to which such interest is payable
and to the Company.

Credit Agreement
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Section 4. Payments; Pro Rata Treatment; Computations; Etc.

4.01 Payments.

(a) Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by the Company
under this Agreement and the Notes, and, except to the extent otherwise
provided therein, all payments to be made by the Company under any other Loan
Document, shall be made in Dollars, in immediately available funds, without
deduction, set-off or counterclaim, to the Administrative Agent at account
number NYAO-DI-900-9-000002 maintained by the Administrative Agent with Chase
at the Principal Office, not later than 1:00 p.m. New York time on the date on
which such payment shall become due (each such payment made after such time on
such due date to be deemed to have been made on the next succeeding Business
Day).

(b) Any Bank for whose account any such payment is to be made
may (but shall not be obligated to) debit the amount of any such payment that
is not made by such time to any ordinary deposit account of the Company with
such Bank (with notice to the Company and the Administrative Agent), provided
that such Bank's failure to give such notice shall not affect the validity
thereof.

(c) The Company shall, at the time of making each payment
under this Agreement or any Note for account of any Bank, specify to the
Administrative Agent (which shall so notify the intended recipient(s) thereof)
the Loans or other amounts payable by the Company hereunder to which such
payment is to be applied (and in the event that the Company fails to so
specify, or if an Event of Default has occurred and is continuing, the
Administrative Agent may distribute such payment to the Banks for application
in such manner as it or the Majority Banks, subject to Section 4.02 hereof, may
determine to be appropriate).

(d) Each payment received by the Administrative Agent under
this Agreement or any Note for account of any Bank shall be paid by the
Administrative Agent promptly to such Bank, in immediately available funds, for
account of such Bank's Applicable Lending Office for the Loan or other
obligation in respect of which such payment is made.

(e) If the due date of any payment under this Agreement or
any Note would otherwise fall on a day that is not a Business Day, such date
shall be extended to the next succeeding Business Day, and interest shall be
payable for any principal so extended for the period of such extension.

Credit Agreement
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4.02 Pro Rata Treatment. Except to the extent otherwise
provided herein: (a) each borrowing of Loans of a particular Class from the
Banks under Section 2.01 hereof shall be made from the Banks, each payment of
commitment fee under Section 2.04 hereof in respect of Commitments of a
particular Class shall be made for account of the Banks, and each termination
or reduction of the amount of the Commitments of a particular Class under
Section 2.03 hereof shall be applied to the respective Commitments of such
Class of the relevant Banks, pro rata according to the amounts of their
respective Commitments of such Class; (b) except as otherwise provided in
Section 5.04 hereof, Eurodollar Loans of any Class having the same Interest
Period shall be allocated pro rata among the relevant Banks according to the
amounts of their respective Revolving Credit and Term Loan Commitments (in the
case of the making of Loans) or their respective Revolving Credit and Term
Loans (in the case of Conversions and Continuations of Loans); (c) each payment
or prepayment of principal of Revolving Credit Loans or Term Loans by the
Company shall be made for account of the relevant Banks pro rata in accordance
with the respective unpaid principal amounts of the Loans of such Class held by
them; and (d) each payment of interest on Revolving Credit Loans and Term Loans
by the Company shall be made for account of the relevant Banks pro rata in
accordance with the amounts of interest on such Loans then due and payable to
the respective Banks.

4.03 Computations. Interest on Loans and commitment fee
shall be computed on the basis of a year of 360 days and actual days elapsed
(including the first day but excluding the last day) occurring in the period
for which payable.

4.04 Minimum Amounts. Each borrowing, Conversion and partial
prepayment of principal of Loans shall be in an aggregate amount at least equal
to $1,000,000 or a larger multiple of $1,000,000 (borrowings, Conversions or
prepayments of or into Loans of different Types or, in the case of Eurodollar
Loans, having different Interest Periods at the same time hereunder to be
deemed separate borrowings, Conversions and prepayments for purposes of the
foregoing, one for each Type or Interest Period), provided that the aggregate
principal amount of Eurodollar Loans having the same Interest Period shall be
in an amount at least equal to $5,000,000 or a larger multiple of $1,000,000
and, if any Eurodollar Loans would otherwise be in a lesser principal amount
for any period, such Loans shall be Base Rate Loans during such period.

4.05 Certain Notices. Notices by the Company to the
Administrative Agent of terminations or reductions of the Commitments, of
borrowings, Conversions, Continuations and optional prepayments of Loans and of
Classes of Loans, of Types of Loans and of the duration of Interest Periods
shall be irrevocable and shall be effective only if received by the

Credit Agreement
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Administrative Agent not later than 11:00 a.m. New York time on the number of
Business Days prior to the date of the relevant termination, reduction,
borrowing, Conversion, Continuation or prepayment or the first day of such
Interest Period specified below:

Number of
Business
Notice Days Prior
------ ----------

Termination or reduction
of Commitments 10

Borrowing or prepayment of,
or Conversions into,
Base Rate Loans 1

Borrowing or prepayment of,
Conversions into, Continuations
as, or duration of Interest
Period for, Eurodollar Loans 3

Each such notice of termination or reduction shall specify the amount and the
Class of the Commitments to be terminated or reduced. Each such notice of
borrowing, Conversion, Continuation or optional prepayment shall specify the
Class of Loans to be borrowed, Converted, Continued or prepaid and the amount
(subject to Section 4.04 hereof) and Type of each Loan to be borrowed,
Converted, Continued or prepaid and the date of borrowing, Conversion,
Continuation or optional prepayment (which shall be a Business Day). Each such
notice of the duration of an Interest Period shall specify the Loans to which
such Interest Period is to relate. The Administrative Agent shall promptly
notify the Banks of the contents of each such notice. In the event that the
Company fails to select the Type of Loan, or the duration of any Interest
Period for any Eurodollar Loan, within the time period and otherwise as
provided in this Section 4.05, such Loan (if outstanding as a Eurodollar Loan)
will be automatically Converted into a Base Rate Loan on the last day of the
then current Interest Period for such Loan or (if outstanding as a Base Rate
Loan) will remain as, or (if not then outstanding) will be made as, a Base Rate
Loan.

4.06 Non-Receipt of Funds by the Administrative Agent.
Unless the Administrative Agent shall have been notified by a Bank or the
Company (the "Payor") prior to the date on which the Payor is to make payment
to the Administrative Agent of (in the case of a Bank) the proceeds of a Loan
to be made by such Bank hereunder or (in the case of the Company) a payment to
the Administrative Agent for account of one or more of the Banks hereunder
(such payment being herein called the "Required Payment"), which notice shall
be effective upon receipt, that the

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Payor does not intend to make the Required Payment to the Administrative Agent,
the Administrative Agent may assume that the Required Payment has been made and
may, in reliance upon such assumption (but shall not be required to), make the
amount thereof available to the intended recipient(s) on such date; and, if the
Payor has not in fact made the Required Payment to the Administrative Agent,
the recipient(s) of such payment shall, on demand, repay to the Administrative
Agent the amount so made available together with interest thereon in respect of
each day during the period commencing on the date (the "Advance Date") such
amount was so made available by the Administrative Agent until the date the
Administrative Agent recovers such amount at a rate per annum equal to the
Federal Funds Rate for such day and, if such recipient(s) shall fail promptly
to make such payment, the Administrative Agent shall be entitled to recover
such amount, on demand, from the Payor, together with interest as aforesaid,
provided that if neither the recipient(s) nor the Payor shall return the
Required Payment to the Administrative Agent within three Business Days of the
Advance Date, then, retroactively to the Advance Date, the Payor and the
recipient(s) shall each be obligated to pay interest on the Required Payment as
follows:

(i) if the Required Payment shall represent a payment to be
made by the Company to the Banks, the Company and the recipient(s)
shall each be obligated retroactively to the Advance Date to pay
interest in respect of the Required Payment at the Post-Default Rate
(without duplication of the obligation of the Company under Section
3.02 hereof to pay interest on the Required Payment at the
Post-Default Rate), it being understood that the return by the
recipient(s) of the Required Payment to the Administrative Agent shall
not limit such obligation of the Company under said Section 3.02 to
pay interest at the Post-Default Rate in respect of the Required
Payment and

(ii) if the Required Payment shall represent proceeds of a Loan
to be made by the Banks to the Company, the Payor and the Company shall
each be obligated retroactively to the Advance Date to pay interest in
respect of the Required Payment pursuant to whichever of the rates
specified in Section 3.02 hereof is applicable to the Type of such
Loan, it being understood that the return by the Company of the
Required Payment to the Administrative Agent shall not limit any claim
the Company may have against the Payor in respect of such Required
Payment.

4.07 Sharing of Payments, Etc.

(a) The Company agrees that, in addition to (and without
limitation of) any right of set-off, banker's lien or counterclaim a Bank may
otherwise have, each Bank shall be

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entitled, at its option (to the fullest extent permitted by law), to set off
and apply any deposit (general or special, time or demand, provisional or
final), or other indebtedness, held by it for the credit or account of the
Company at any of its offices, in Dollars or in any other currency, against any
principal of or interest on any of such Bank's Loans or any other amount
payable to such Bank hereunder, that is not paid when due (regardless of
whether such deposit or other indebtedness are then due to the Company), in
which case it shall promptly notify the Company and the Administrative Agent
thereof, provided that such Bank's failure to give such notice shall not affect
the validity thereof.

(b) If any Bank shall obtain from the Company payment of any
principal of or interest on any Loan owing to it or payment of any other amount
under this Agreement or any other Loan Document through the exercise of any
right of set-off, banker's lien or counterclaim or similar right or otherwise
(other than from the Administrative Agent as provided herein), and, as a result
of such payment, such Bank shall have received a greater percentage of the
principal of or interest on the Loans or such other amounts then due hereunder
or thereunder by the Company to such Bank than the percentage received by any
other Bank, it shall promptly purchase from such other Banks participations in
(or, if and to the extent specified by such Bank, direct interests in) the
Loans or such other amounts, respectively, owing to such other Banks (or in
interest due thereon, as the case may be) in such amounts, and make such other
adjustments from time to time as shall be equitable, to the end that all the
Banks shall share the benefit of such excess payment (net of any expenses that
may be incurred by such Bank in obtaining or preserving such excess payment)
pro rata in accordance with the unpaid principal of and/or interest on the
Loans or such other amounts, respectively, owing to each of the Banks. To such
end all the Banks shall make appropriate adjustments among themselves (by the
resale of participations sold or otherwise) if such payment is rescinded or
must otherwise be restored.

(c) The Company agrees that any Bank so purchasing such a
participation (or direct interest) may exercise all rights of set-off, banker's
lien, counterclaim or similar rights with respect to such participation as
fully as if such Bank were a direct holder of Loans or other amounts (as the
case may be) owing to such Bank in the amount of such participation.

(d) Nothing contained herein shall require any Bank to
exercise any such right or shall affect the right of any Bank to exercise, and
retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Company. If, under any applicable
bankruptcy, insolvency or other similar law, any Bank receives a secured claim
in lieu of a

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set-off to which this Section 4.07 applies, such Bank shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Banks entitled under this Section 4.07 to
share in the benefits of any recovery on such secured claim.

Section 5. Yield Protection, Etc.

5.01 Additional Costs.

(a) The Company shall pay directly to each Bank from time to
time such amounts as such Bank may determine to be necessary to compensate such
Bank for any costs that such Bank determines are attributable to its making or
maintaining of any Eurodollar Loans or its obligation to make any Eurodollar
Loans hereunder, or any reduction in any amount receivable by such Bank
hereunder in respect of any of such Loans or such obligation (such increases in
costs and reductions in amounts receivable being herein called "Additional
Costs"), resulting from any Regulatory Change that:

(i) shall subject any Bank (or its Applicable Lending Office
for any of such Loans) to any tax, duty or other charge in respect of
such Loans or its Notes or changes the basis of taxation of any
amounts payable to such Bank under this Agreement or its Notes in
respect of any of such Loans (excluding changes in the rate of tax on
the overall net income of such Bank or of such Applicable Lending
Office by the jurisdiction in which such Bank has its principal office
or such Applicable Lending Office); or

(ii) imposes or modifies any reserve, special deposit or
similar requirements (other than the Reserve Requirement utilized in
the determination of the Eurodollar Rate for such Loan) relating to any
extensions of credit or other assets of, or any deposits with or other
liabilities of, such Bank (including, without limitation, any of such
Loans or any deposits referred to in the definition of "Eurodollar Base
Rate" in Section 1.01 hereof), or any commitment of such Bank
(including, without limitation, the Commitments of such Bank
hereunder); or

(iii) imposes any other condition affecting this Agreement or
its Notes (or any of such extensions of credit or liabilities) or its
Commitments.

If any Bank requests compensation from the Company under this Section 5.01(a),
the Company may, by notice to such Bank (with a copy to the Administrative
Agent), suspend the obligation of such Bank thereafter to make or Continue
Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until
the Regulatory Change giving rise to such request ceases to be in

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effect (in which case the provisions of Section 5.04 hereof shall be
applicable), provided that such suspension shall not affect the right of such
Bank to receive the compensation so requested.

(b) Without limiting the effect of the foregoing provisions
of this Section 5.01 (but without duplication), the Company shall pay directly
to each Bank from time to time on request such amounts as such Bank may
determine to be necessary to compensate such Bank (or, without duplication, the
bank holding company of which such Bank is a subsidiary) for any costs that it
determines are attributable to the maintenance by such Bank (or any Applicable
Lending Office or such bank holding company), pursuant to any law or regulation
or any interpretation, directive or request (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful) of any
court or governmental or monetary authority (i) following any Regulatory Change
or (ii) implementing any risk-based capital guideline or other requirement
(whether or not having the force of law and whether or not the failure to
comply therewith would be unlawful) hereafter issued by any government or
governmental or supervisory authority implementing at the national level the
Basle Accord, of capital in respect of its Commitments or Loans (such
compensation to include, without limitation, an amount equal to any reduction
of the rate of return on assets or equity of such Bank (or any Applicable
Lending Office or such bank holding company) to a level below that which such
Bank (or any Applicable Lending Office or such bank holding company) could have
achieved but for such law, regulation, interpretation, directive or request).

(c) Each Bank shall notify the Company of any event occurring
after the date hereof entitling such Bank to compensation under paragraph (a)
or (b) of this Section 5.01 as promptly as practicable, but in any event within
45 days, after such Bank obtains actual knowledge thereof; provided that (i) if
any Bank fails to give such notice within 45 days after it obtains actual
knowledge of such an event, such Bank shall, with respect to compensation
payable pursuant to this Section 5.01 in respect of any costs resulting from
such event, only be entitled to payment under this Section 5.01 for costs
incurred from and after the date 45 days prior to the date that such Bank does
give such notice and (ii) each Bank will designate a different Applicable
Lending Office for the Loans of such Bank affected by such event if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the sole opinion of such Bank, be disadvantageous to such
Bank, except that such Bank shall have no obligation to designate an Applicable
Lending Office located in the United States of America. Each Bank will furnish
to the Company a certificate setting forth the basis and amount of each request
by such Bank for compensation under paragraph (a) or (b) of this Section 5.01.
Determinations and allocations by any Bank for purposes of this

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Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a)
of this Section 5.01, or of the effect of capital maintained pursuant to
paragraph (b) of this Section 5.01, on its costs or rate of return of
maintaining Loans or its obligation to make Loans, or on amounts receivable by
it in respect of Loans, and of the amounts required to compensate such Bank
under this Section 5.01, shall be conclusive, provided that such determinations
and allocations are made on a reasonable basis.

5.02 Limitation on Types of Loans. Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any
Eurodollar Base Rate for any Interest Period:

(a) the Administrative Agent determines, which determination
shall be conclusive, that quotations of interest rates for the
relevant deposits referred to in the definition of "Eurodollar Base
Rate" in Section 1.01 hereof are not being provided in the relevant
amounts or for the relevant maturities for purposes of determining
rates of interest for Eurodollar Loans as provided herein; or

(b) the Majority Banks determine, which determination shall
be conclusive, and notify the Administrative Agent that the relevant
rates of interest referred to in the definition of "Eurodollar Base
Rate" in Section 1.01 hereof upon the basis of which the rate of
interest for Eurodollar Loans for such Interest Period is to be
determined are not likely adequately to cover the cost to such Banks
of making or maintaining Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Company and each Bank prompt
notice thereof and, so long as such condition remains in effect, the Banks
shall be under no obligation to make additional Eurodollar Loans, to Continue
Eurodollar Loans or to Convert Base Rate Loans into Eurodollar Loans, and the
Company shall, on the last day(s) of the then current Interest Period(s) for
the outstanding Eurodollar Loans, either prepay such Loans or Convert such
Loans into Base Rate Loans in accordance with Section 2.08 hereof.

5.03 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Bank or its Applicable
Lending Office to honor its obligation to make or maintain Eurodollar Loans
hereunder (and, in the sole opinion of such Bank, the designation of a
different Applicable Lending Office would either not avoid such unlawfulness or
would be disadvantageous to such Bank), then such Bank shall promptly notify
the Company thereof (with a copy to the Administrative Agent) and such Bank's
obligation to make or Continue, or to Convert Loans of any other Type into,
Eurodollar Loans shall be suspended until such time as such Bank may again make
and

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maintain Eurodollar Loans (in which case the provisions of Section 5.04 hereof
shall be applicable).

5.04 Treatment of Affected Loans. If the obligation of any
Bank to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans
into, Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03
hereof, such Bank's Eurodollar Loans shall be automatically Converted into Base
Rate Loans on the last day(s) of the then current Interest Period(s) for
Eurodollar Loans (or, in the case of a Conversion resulting from a circumstance
described in Section 5.03 hereof, on such earlier date as such Bank may specify
to the Company with a copy to the Administrative Agent) and, unless and until
such Bank gives notice as provided below that the circumstances specified in
Section 5.01 or 5.03 hereof that gave rise to such Conversion no longer exist:

(a) to the extent that such Bank's Eurodollar Loans have been
so Converted, all payments and prepayments of principal that would
otherwise be applied to such Bank's Eurodollar Loans shall be applied
instead to its Base Rate Loans; and

(b) all Loans that would otherwise be made or Continued by
such Bank as Eurodollar Loans shall be made or Continued instead as
Base Rate Loans, and all Base Rate Loans of such Bank that would
otherwise be Converted into Eurodollar Loans shall remain as Base Rate
Loans.

If such Bank gives notice to the Company with a copy to the Administrative
Agent that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to the Conversion of such Bank's Eurodollar Loans pursuant to this Section
5.04 no longer exist (which such Bank agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Loans of the same
Class made by other Banks are outstanding, such Bank's Base Rate Loans of such
Class shall be automatically Converted, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the
extent necessary so that, after giving effect thereto, all Base Rate and
Eurodollar Loans of such Class are allocated among the Banks ratably (as to
principal amounts, Types and Interest Periods) in accordance with their
respective Commitments of such Class.

5.05 Broken Funding. The Company shall pay to the
Administrative Agent for account of each Bank, upon the request of such Bank
through the Administrative Agent, such amount or amounts as shall be sufficient
(in the reasonable opinion of such Bank) to compensate it for any loss, cost or
expense that such Bank determines is attributable to:

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(a) any payment, prepayment or Conversion of a Eurodollar
Loan made by such Bank for any reason (including, without limitation,
the acceleration of the Loans pursuant to Section 9 hereof) on a date
other than the last day of the Interest Period for such Loan; or

(b) any failure by the Company for any reason (including,
without limitation, the failure of any of the conditions precedent
specified in Section 6 hereof to be satisfied) to borrow a Eurodollar
Loan from such Bank on the date for such borrowing specified in the
relevant notice of borrowing given pursuant to Section 2.02 hereof.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid,
Converted or not borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan that would have commenced on the date specified
for such borrowing) at the applicable rate of interest for such Loan provided
for herein over (ii) the amount of interest that otherwise would have accrued
on such principal amount at a rate per annum equal to the interest component of
the amount such Bank would have bid in the London interbank market for Dollar
deposits of leading banks in amounts comparable to such principal amount and
with maturities comparable to such period (as reasonably determined by such
Bank).

5.06 U.S. Taxes.

(a) The Company agrees to pay to each Bank that is not a U.S.
Person such additional amounts as are necessary in order that the net payment
of any amount due to such non-U.S. Person hereunder after deduction for or
withholding in respect of any U.S. Taxes imposed with respect to such payment
(or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will
not be less than the amount stated herein to be then due and payable, provided
that the foregoing obligation to pay such additional amounts shall not apply:

(i) to any payment to any Bank hereunder unless such Bank is,
on the date hereof (or on the date it becomes a Bank hereunder as
provided in Section 11.06(b) hereof) and on the date of any change in
the Applicable Lending Office of such Bank, either entitled to submit
a Form 1001 (relating to such Bank and entitling it to a complete
exemption from withholding on all interest to be received by it
hereunder in respect of the Loans) or Form 4224 (relating

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to all interest to be received by such Bank hereunder in respect of
the Loans) or

(ii) to any payment to any Bank hereunder in respect of a
Registered Loan (a "Registered Holder") unless such Registered Holder
(or if such Registered Holder is not the beneficial owner of such
Registered Loan, the beneficial owner thereof) is, on the date hereof
(or on the date such Registered Holder becomes a Bank as provided in
Section 11.06(b) hereof) and on the date of any change in the
Applicable Lending Office of such Bank, entitled to submit a Form W-8,
together with an annual certificate stating that (x) such Registered
Holder is not a "bank" within the meaning of Section 881(c)(3)(A) of
the Code, and (y) such Registered Holder shall promptly notify the
Company if at any time, such Registered Holder determines that it is
no longer in a position to provide such certificate to the Company (or
any other form of certification adopted by the relevant taxing
authorities of the United States of America for such purposes), or

(iii) to any U.S. Taxes imposed solely by reason of the failure
by such non-U.S. Person (or, if such non-U.S. Person is not the
beneficial owner of the relevant Loan, such beneficial owner) to comply
with applicable certification, information, documentation or other
reporting requirements concerning the nationality, residence, identity
or connections with the United States of America of such non-U.S.
Person (or beneficial owner, as the case may be) if such compliance is
required by statute or regulation of the United States of America as a
precondition to relief or exemption from such U.S. Taxes.

For the purposes of this Section 5.06(a), (A) "Form 1001" shall mean Form 1001
(Ownership, Exemption, or Reduced Rate Certificate) of the Department of the
Treasury of the United States of America, (B) "Form 4224" shall mean Form 4224
(Exemption from Withholding of Tax on Income Effectively Connected with the
Conduct of a Trade or Business in the United States) of the Department of the
Treasury of the United States of America (or in relation to either such Form
such successor and related forms as may from time to time be adopted by the
relevant taxing authorities of the United States of America to document a claim
to which such Form relates) and (C) "Form W-8" shall mean Form W-8 (Certificate
of Foreign Status of the Department of Treasury of the United States of
America). Each of the Forms referred to in the foregoing clauses (A), (B) and
(C) shall include such successor and related forms as may from time to time be
adopted by the relevant taxing authorities of the United States of America to
document a claim to which such Form relates.

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(b) Within 30 days after paying any amount to the
Administrative Agent or any Bank from which it is required by law to make any
deduction or withholding, and within 30 days after it is required by law to
remit such deduction or withholding to any relevant taxing or other authority,
the Company shall deliver to the Administrative Agent for delivery to such
non-U.S. Person evidence satisfactory to such Person of such deduction,
withholding or payment (as the case may be).

(c) If a Bank shall actually realize a tax benefit as a
result of any U.S. Taxes paid or indemnified against by the Company pursuant to
this Section 5.06(c) (whether by way of deduction, credit, allocation or
apportionment of income or otherwise), such Bank shall pay to the Company an
amount that, after taking into account any other tax savings such Bank actually
realizes as a result of the payment thereof, is equal to the amount that such
Bank determines in the good faith exercise of its judgment represents the
amount of such tax benefit, provided that (i) no amount shall be paid under
this Section 5.06(c) so long as an Event of Default is continuing, (ii) the
aggregate amounts paid by such Bank to the Company pursuant to this Section
5.06(c) with respect to any such tax benefit shall not exceed the aggregate
amounts paid by the Company pursuant to Section 5.06(a) with respect to the
related U.S. Taxes and (iii) no Bank shall be under any obligation to conduct
its affairs so as to cause it to realize any tax benefit described in this
Section 5.06(c). In the event that a taxing authority later disallows or
recaptures a tax benefit taken into account under this Section 5.06(c), such
disallowed benefit shall be treated as a tax subject to indemnification
pursuant to Section 5.06(a) hereof.

5.07 Replacement of Banks. If any Bank requests compensation
pursuant to Section 5.01 or 5.06 hereof (any such Bank requesting such
compensation, being herein called a "Requesting Bank"), the Company, upon five
Business Days' notice, may require that such Requesting Bank transfer all of
its right, title and interest under this Agreement and such Requesting Bank's
Notes to any bank or other financial institution (a "Proposed Bank") identified
by the Company that is satisfactory to the Administrative Agent (i) if such
Proposed Bank agrees to assume all of the obligations of such Requesting Bank
hereunder, and to purchase all of such Requesting Bank's Loans hereunder for
consideration equal to the aggregate outstanding principal amount of such
Requesting Bank's Loans, together with interest thereon to the date of such
purchase, and satisfactory arrangements are made for payment to such Requesting
Bank of all other amounts payable hereunder to such Requesting Bank on or prior
to the date of such transfer (including any fees accrued hereunder and any
amounts that would be payable under Section 5.05 hereof as if all of such
Requesting Bank's Loans were being prepaid in full on such date) and (ii) if
such Requesting Bank has requested

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compensation pursuant to Section 5.01 or 5.06 hereof, such Proposed Bank's
aggregate requested compensation, if any, pursuant to said Section 5.01 or 5.06
with respect to such Requesting Bank's Loans is lower than that of the
Requesting Bank. Subject to the provisions of Section 11.06(b) hereof, such
Proposed Bank shall be a "Bank" for all purposes hereunder. Without prejudice
to the survival of any other agreement of the Company hereunder the agreements
of the Company contained in Sections 5.01, 5.06 and 11.03 hereof (without
duplication of any payments made to such Requesting Bank by the Company or the
Proposed Bank) shall survive for the benefit of such Requesting Bank under this
Section 5.07 with respect to the time prior to such replacement.

Section 6. Conditions Precedent.

6.01 Initial Loan. The obligation of any Bank to make its
initial Loan hereunder is subject to the conditions precedent that (i) such
Loan shall be made on or before the Term Loan Commitment Termination Date and
(ii) the Administrative Agent shall have received the following documents
(with, in the case of clauses (a), (b), (c) and (d) below, sufficient copies
for each Bank), each of which shall be satisfactory to the Administrative Agent
(and to the extent specified below, to each Bank) in form and substance:

(a) Corporate Documents. (i) A certificate of the Secretary
or Assistant Secretary of the Company dated the Closing Date and
certifying as to the charter and by-laws (or equivalent documents) of
the Company and of all corporate authority for the Company (including,
without limitation, board of director resolutions and evidence of the
incumbency, including specimen signatures, of officers) with respect
to the execution, delivery and performance of the Loan Documents and
each other document to be delivered by the Company from time to time
in connection herewith and the Loans hereunder (and the Administrative
Agent and each Bank may conclusively rely on such certificate until it
receives notice in writing from the Company to the contrary), (ii) a
copy of the charter, as amended and in effect, of each Corporation
certified as of a recent date by the Secretary of State of the State
of incorporation of such Corporation, (iii) if applicable, a
certificate of authorization of the Department of Insurance or the
Superintendent of Banking of the relevant states as to the
authorization of the Insurance Subsidiaries to engage in the insurance
or trust company business, as the case may be, and (iv) a certificate
from the respective Secretary of State, dated as of a recent date as
to the good standing of, and listing all articles of incorporation
documents filed by, each of the Corporations.

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(b) Officer's Certificate. A certificate of a senior officer
of the Company, dated the Closing Date, to the effect set forth in the
first sentence of Section 6.03 hereof.

(c) Opinions of Counsel to the Company. An opinion, dated
the Closing Date, from each of Stradling, Yocca, Xxxxxxx & Xxxxx,
counsel to the Company, and M'Liss Xxxxx Xxxx, Esq., Corporate Counsel
to the Company in substantially the forms of Exhibits C-1 and C-2
hereto, respectively, and covering such other matters as the
Administrative Agent or any Bank may reasonably request (and the
Company hereby instructs each such counsel to deliver such opinions to
the Banks and the Administrative Agent).

(d) Opinion of Special New York Counsel to Chase. An
opinion, dated the Closing Date, of Milbank, Tweed, Xxxxxx & XxXxxx,
special New York counsel to Chase, substantially in the form of
Exhibit D hereto (and Chase hereby instructs such counsel to deliver
such opinion to the Banks).

(e) Notes. The Notes, duly completed and executed for each
Bank.

(f) Pledge Agreement. The Pledge Agreement, duly executed
and delivered by the Company and the Administrative Agent and the
certificates identified in Annex 1 thereto, in each case accompanied
by undated stock powers executed in blank. In addition, the Company
shall have taken such other action (including, without limitation,
delivering to the Administrative Agent, for filing, appropriately
completed and duly executed copies of Uniform Commercial Code
financing statements) as the Administrative Agent shall have requested
in order to perfect the security interests created pursuant to the
Pledge Agreement.

(g) Repayment of Specified Debt. Evidence that the principal
of and interest on, and all other amounts owing in respect of, the
Specified Debt (including, without limitation, any contingent or other
amounts payable in respect of letters of credit) shall have been (or
shall be simultaneously) paid in full, that any commitments to extend
credit under the agreements or instruments relating to Specified Debt
shall have been canceled or terminated and that all Guarantees in
respect of, and all Liens securing, any such Indebtedness shall have
been released (or arrangements for such release satisfactory to the
Majority Banks shall have been made); in addition, the Administrative
Agent shall have received from any Person holding any Lien securing
any such Indebtedness, such Uniform Commercial Code termination
statements, mortgage releases and other instruments, in each case in
proper form for recording, as

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the Administrative Agent shall have requested to release and terminate
of record the Liens securing such Indebtedness (or arrangements for
such release and termination satisfactory to the Majority Banks shall
have been made).

(h) Insurance Regulatory Approvals. For any Insurance
Subsidiary domiciled in California whose shares are being pledged
pursuant to the Pledge Agreement, a Form A satisfactory to the Banks
or a waiver of Form A filing from the Applicable Insurance Regulatory
Authority in form and substance satisfactory to the Banks.

(i) Nations Title Acquisition. Copies of the Acquisition
Agreement and all Ancillary Documents (as defined therein), certified
by a senior officer of the Company.

(j) Other Documents. Such other documents as the
Administrative Agent or any Bank or special New York counsel to Chase
may reasonably request.

The obligation of any Bank to make its initial Loan hereunder is also subject
to the payment by the Company of such fees as the Company shall have agreed to
pay or deliver to any Bank or the Administrative Agent in connection herewith,
including, without limitation, the reasonable fees and expenses of Milbank,
Tweed, Xxxxxx & XxXxxx, special New York counsel to Chase, in connection with
the negotiation, preparation, execution and delivery of this Agreement and the
Notes and the other Loan Documents and the making of the Loans hereunder (to
the extent that statements for such fees and expenses have been delivered to
the Company).

6.02 Loans to Finance Nations Title Acquisition. The
obligation of the Banks to make any Revolving Credit Loans to the Company to
finance the Nations Title Acquisition and to pay related fees, commissions and
expenses is subject to the further conditions precedent that (i) the
Administrative Agent shall have received a certificate from a senior officer of
the Company to the effect that none of the terms and conditions of the
Acquisition Agreement shall have been amended or waived by the Company and (ii)
the Company shall have pledged to the Administrative Agent for the benefit of
the Banks pursuant to the Pledge Agreement all capital stock of Nations Title
and Heritage acquired, directly or indirectly, by the Company.

6.03 Initial and Subsequent Loans. The obligation of the
Banks to make any Loan to the Company upon the occasion of each borrowing
hereunder (including the initial borrowing) is subject to the further
conditions precedent that, both immediately prior to the making of such Loan
and also after giving effect thereto and to the intended use thereof:

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(a) no Default shall have occurred and be continuing; and

(b) the representations and warranties made by the Company in
Section 7 hereof, and in each of the other Loan Documents, shall be
true and complete in all material respects on and as of the date of
the making of such Loan with the same force and effect as if made on
and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date).

Each notice of borrowing by the Company hereunder shall constitute a
certification by the Company to the effect set forth in the preceding sentence
(both as of the date of such notice and, unless the Company otherwise notifies
the Administrative Agent prior to the date of such borrowing, as of the date of
such borrowing).

Section 7. Representations and Warranties. The Company
represents and warrants to the Administrative Agent and the Banks that:

7.01 Corporate Existence. Each of the Company and its
Subsidiaries: (a) is a corporation, partnership or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) has all requisite corporate or other
power, and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being or
as proposed to be conducted; and (c) is qualified to do business and is in good
standing in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure so to qualify could
(either individually or in the aggregate) have a Material Adverse Effect.

7.02 Financial Condition.

(a) The Company has heretofore furnished to each of the Bank
consolidated balance sheet of the Company and its Subsidiaries as at December
31, 1994 and the related consolidated statements of income, retained earnings
and cash flows of the Company and its Subsidiaries for the fiscal year ended on
said date, with the opinion thereon of KPMG Peat Marwick LLP, and the unaudited
consolidated balance sheet of the Company and its Subsidiaries as at June 30,
1995 and the related consolidated statements of income, retained earnings and
cash flows of the Company and its Subsidiaries for the six-month period ended
on such date. All such financial statements are complete and correct and
fairly present the consolidated financial condition of the Company and its
Subsidiaries as at said dates and the

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consolidated results of their operations for the fiscal year and six-month
period ended on said dates (subject, in the case of such financial statements
as at June 30, 1995, to year-end audit adjustments), all in accordance with
generally accepted accounting principles and practices applied on a consistent
basis. None of the Company nor any of its Subsidiaries has on the date hereof
any material contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments taken as a whole, except as referred to or reflected or provided
for in said balance sheets as at said dates and except for liabilities incurred
in the ordinary course of business. Since June 30, 1995, there has been no
material adverse change in the consolidated financial condition, operations,
business or prospects taken as a whole of the Company and its Subsidiaries from
that set forth in said financial statements as at said date.

(b) The Company has heretofore furnished to each of the Banks
the annual Statutory Statement of each Insurance Subsidiary for the fiscal year
ended December 31, 1994, and the quarterly Statutory Statement of each
Insurance Subsidiary for the fiscal quarter ended June 30, 1995, in each case
as filed with the Applicable Insurance Regulatory Authority. All such
Statutory Statements present fairly, in all material respects, the financial
condition of each Insurance Subsidiary as at, and the results of operations for
the fiscal year ended December 31, 1994, and fiscal quarter ended June 30,
1995, in accordance with statutory accounting practices prescribed or permitted
by the Applicable Insurance Regulatory Authority.

7.03 Litigation. There are no legal or arbitral proceedings,
or any proceedings by or before any governmental or regulatory authority or
agency, now pending or (to the knowledge of the Company) threatened against the
Company or any of its Subsidiaries that, if adversely determined could (either
individually or in the aggregate) have a Material Adverse Effect.

7.04 No Breach. None of the execution and delivery of this
Agreement and the Notes and the other Loan Documents, the consummation of the
transactions herein and therein contemplated or compliance with the terms and
provisions hereof and thereof will conflict with or result in a breach of, or
require any consent under, the charter or by-laws of the Company, or any
applicable law or regulation, or any order, writ, injunction or decree of any
court or governmental authority or agency, or any agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which any of them
or any of their Property is bound or to which any of them is subject, or
constitute a default under any such agreement or instrument, or (except for the
Liens created pursuant to the Pledge Documents) result in the creation or
imposition of any Lien upon any

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Property of the Company or any of its Subsidiaries pursuant to the terms of any
such agreement or instrument.

7.05 Action. The Company has all necessary corporate power,
authority and legal right to execute, deliver and perform its obligations under
each of the Loan Documents; the execution, delivery and performance by the
Company of each of the Loan Documents have been duly authorized by all
necessary corporate action on its part (including, without limitation, any
required shareholder approvals); and this Agreement has been duly and validly
executed and delivered by the Company and constitutes, and each of the Notes
and the other Loan Documents when executed and delivered (in the case of the
Notes, for value) will constitute, its legal, valid and binding obligation,
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement
of creditors' rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

7.06 Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any governmental or regulatory authority
or agency, or any securities exchange, are necessary for the execution,
delivery or performance by the Company of this Agreement or any of the other
Loan Documents or for the legality, validity or enforceability hereof or
thereof, except for (i) the Relevant 8-K Report which shall be filed by the
Company within fifteen days following the execution and delivery of the Pledge
Agreement, (ii) other filings and recordings in respect of the Liens created
pursuant to the Pledge Documents and (iii) in accordance with the provisions of
Section 4.06 of the Pledge Agreement, the approval of the insurance department
or similar insurance regulatory or administrative authority or agency of the
state in which an Insurance Subsidiary whose shares are pledged under the
Pledge Agreement is domiciled or licensed to do an insurance business (and any
Subsidiary of such Insurance Subsidiary that is also an Insurance Subsidiary)
may be required in connection with a foreclosure on the shares pledged under
the Pledge Agreement.

7.07 Use of Credit. None of the Company nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of
the Loans hereunder will be used to buy or carry any Margin Stock.

7.08 ERISA. Each Plan, and, to the knowledge of the Company,
each Multiemployer Plan, is in compliance in all material respects with, and
has been administered in all material

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respects in compliance with, the applicable provisions of ERISA, the Code and
any other Federal or State law, and no event or condition has occurred and is
continuing as to which the Company would be under an obligation to furnish a
report to the Banks under Section 8.01(n) hereof.

7.09 Taxes. The Company and its Subsidiaries are members of
an affiliated group of corporations filing consolidated returns for Federal
income tax purposes, of which the Company is the "common parent" (within the
meaning of Section 1504 of the Code) of such group. The Company and its
Subsidiaries have filed all Federal income tax returns and all other material
tax returns that are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by the Company
or any of its Subsidiaries. The charges, accruals and reserves on the books of
the Company and its Subsidiaries in respect of taxes and other governmental
charges are, in the opinion of the Company, adequate. Except as disclosed in
Schedule V hereto, the Company has not given or been requested to give a waiver
of the statute of limitations relating to the payment of any Federal, state,
local and foreign taxes or other impositions.

7.10 Investment Company Act. Neither the Company nor any of
its Subsidiaries is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

7.11 Public Utility Holding Company Act. Neither the Company
nor any of its Subsidiaries is a "holding company", or an "affiliate" of a
"holding company" or a "subsidiary company" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

7.12 Material Agreements and Liens.

(a) Part A of Schedule I hereto is a complete and correct
list of each credit agreement, loan agreement, indenture, purchase agreement,
guarantee, letter of credit or other arrangement providing for or otherwise
relating to any Indebtedness or any extension of credit (or commitment for any
extension of credit) to, or guarantee by, the Company or any of its
Subsidiaries, outstanding on the date hereof the aggregate principal or face
amount of which equals or exceeds (or may equal or exceed) $1,000,000, and the
aggregate principal or face amount outstanding or that may become outstanding
under each such arrangement is correctly described in Part A of said Schedule
I.

(b) Part B of Schedule I hereto is a complete and correct
list of each Lien securing Indebtedness of any Person outstanding on the date
hereof the aggregate principal or face amount of which equals or exceeds (or
may equal or exceed)

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$1,000,000 and covering any Property of the Company or any of its
Subsidiaries, and the aggregate Indebtedness secured (or that may be secured)
by each such Lien and the Property covered by each such Lien is correctly
described in Part B of said Schedule I.

7.13 Environmental Matters. Except as set forth in Schedule
II hereto, each of the Company and its Subsidiaries has obtained all
environmental, health and safety permits, licenses and other authorizations
required under all Environmental Laws to carry on its business as now being or
as proposed to be conducted, except to the extent failure to have any such
permit, license or authorization would not have a Material Adverse Effect.
Except as set forth in Schedule II hereto, each of such permits, licenses and
authorizations is in full force and effect and each of the Company and its
Subsidiaries is in material compliance with the terms and conditions thereof,
and is also in compliance with all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in any applicable Environmental Law or in any regulation, code, plan,
order, decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder, except to the extent failure to comply
therewith would not have a Material Adverse Effect. In addition, no notice,
notification, demand, request for information, citation, summons or order has
been issued, no complaint has been filed, no penalty has been assessed and no
investigation or review is pending or threatened by any governmental or other
entity with respect to any alleged failure by the Company or any of its
Subsidiaries to have any environmental, health or safety permit, license or
other authorization required under any applicable Environmental Law in
connection with the conduct of the business of the Company or any of its
Subsidiaries or with respect to any generation, treatment, storage, recycling,
transportation, discharge or disposal, or any Release of any Hazardous
Materials generated by the Company or any of its Subsidiaries. There have been
no environmental investigations, studies, audits, tests, reviews or other
analyses conducted by or that are in the possession of the Company or any of
its Subsidiaries in relation to any site or facility now or previously owned,
operated or leased by the Company or any of its Subsidiaries which have not
been made available to the Banks.

7.14 Equity Rights. As of the date hereof, except under the
Subordinated Debt Indenture, (a) there are no outstanding Equity Rights with
respect to the Company and (b) there are no outstanding obligations of the
Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire
any shares of capital stock of the Company nor are there any outstanding
obligations of the Company or any of its Subsidiaries to make payments to any
Person, such as "phantom stock" payments, where the amount thereof is
calculated with reference to the fair

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market value or equity value of the Company or any of its Subsidiaries.

7.15 Subsidiaries, Etc.

(a) Set forth in Part A of Schedule III hereto is a complete
and correct list, as of the date hereof, of all of the Subsidiaries of the
Company, together with, for each such Subsidiary, (i) the jurisdiction of
organization of such Subsidiary, (ii) whether such Subsidiary is a Material
Subsidiary (iii) each Person holding ownership interests of 5% or more in such
Subsidiary and (iv) the nature of the ownership interests held by each such
Person and the percentage of ownership of such Subsidiary represented by such
ownership interests. Except as disclosed in Schedule III hereto, (x) each of
the Company and its Subsidiaries owns, free and clear of Liens (other than
Liens created pursuant to the Pledge Agreement), and has the unencumbered right
to vote, all outstanding ownership interests in each Person shown to be held by
it in Schedule III hereto, (y) all of the issued and outstanding capital stock
of each such Person organized as a corporation is validly issued, fully paid
and nonassessable and (z) there are no outstanding Equity Rights with respect
to such Person. Neither the Company nor any of its Subsidiaries is a general
partner in any partnership or joint venture.

(b) None of the Subsidiaries of the Company is, on the
date hereof, subject to any indenture, agreement, instrument or other
arrangement of the type described in the last sentence of 8.19 hereof.

7.16 Title to Assets. The Company owns and has on the date
hereof good and marketable title (subject only to Liens permitted by Section
8.06 hereof) to the Properties shown to be owned in the most recent financial
statements referred to in Section 7.02 hereof (other than Properties disposed
of in the ordinary course of business or otherwise permitted to be disposed of
pursuant to Section 8.05 hereof). The Company owns and has on the date hereof
good and marketable title to, and enjoys on the date hereof peaceful and
undisturbed possession of, all Properties (subject only to Liens permitted by
Section 8.06 hereof) that are necessary for the operation and conduct of its
businesses.

7.17 True and Complete Disclosure. The information, reports,
financial statements, exhibits and schedules furnished in writing by or on
behalf of the Company to the Administrative Agent or any Bank in connection
with the negotiation, preparation or delivery of this Agreement and the other
Loan Documents or included herein or therein or delivered pursuant hereto or
thereto, when taken as a whole do not contain any untrue statement of material
fact or omit to state any material fact

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necessary to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading. The financial
projections heretofore provided to the Administrative Agent and the Banks are
based upon good faith estimates and assumptions believed by the Company to be
reasonable, it being recognized, however, that estimates, assumptions and
projections as to future events are not to be viewed as fact and that actual
results during the period or periods covered by any such projections may differ
from the projected results. All written information furnished after the date
hereof by the Company and its Subsidiaries to the Administrative Agent and the
Banks in connection with this Agreement and the other Loan Documents and the
transactions contemplated hereby and thereby will be true, complete and
accurate in every material respect, or (in the case of projections) based on
reasonable estimates, on the date as of which such information is stated or
certified. There is no fact known to the Company that could have a Material
Adverse Effect that has not been disclosed herein, in the other Loan Documents
or in a report, financial statement, exhibit, schedule, disclosure letter or
other writing furnished to the Banks for use in connection with the
transactions contemplated hereby or thereby.

7.18 Insurance Licenses. Schedule IV attached hereto lists
all of the jurisdictions in which each of the Insurance Subsidiaries holds
active Licenses. Except as set forth in said Schedule IV, no such License is
the subject of a proceeding for suspension or revocation or any similar
proceedings, there is no sustainable basis for such a suspension or revocation,
and to the Company's knowledge no such suspension or revocation has been
threatened by any licensing authority except where such proceeding would not
have a Material Adverse Effect. Said Schedule IV indicates the line or lines
of insurance that is permitted to be engaged in with respect to each License
therein listed. None of the Insurance Subsidiaries transacts any material
insurance business, directly or indirectly, in any state other than those
enumerated on said Schedule IV.

Section 7.19. Documents. The Company has heretofore
furnished to the Banks true and complete copies of the Subordinated Debt
Indenture and all amendments thereto and the FAMI Leases, each as amended,
supplemented or otherwise modified to and in effect on the date hereof.

Section 8. Covenants of the Company. The Company covenants
and agrees with the Banks and the Administrative Agent that, so long as any
Commitment or Loan is outstanding and until payment in full of all amounts
payable by the Company hereunder:

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8.01 Financial Statements, Etc. The Company shall deliver to
each of the Banks:

(a) as soon as available and in any event within 50 days
after the end of each quarterly fiscal period of each fiscal year of
the Company, consolidated statements of income, retained earnings and
cash flows of the Company and its Subsidiaries (and, separately
stated, for the Company alone) for such period and for the period from
the beginning of the respective fiscal year to the end of such period,
and the related consolidated balance sheet of the Company and its
Subsidiaries (and, separately stated, for the Company alone) as at the
end of such period, setting forth in each case in comparative form the
corresponding consolidated (and separate) figures for the
corresponding periods in the preceding fiscal year (except that, in
the case of balance sheets, such comparison shall be to the last day
of the prior fiscal year), accompanied by a certificate of a senior
financial officer of the Company, which certificate shall state that
said consolidated (or separate) financial statements fairly present
the consolidated (or separate) financial condition and results of
operations of the Company and its Subsidiaries (or of the Company
alone), in each case in accordance with generally accepted accounting
principles, consistently applied, as at the end of, and for, such
period (subject to year-end audit adjustments);

(b) as soon as available and in any event within 65 days
after the end of each quarterly fiscal period of each fiscal year of
the Company, consolidating statements of income and retained earnings
of the Company and its Subsidiaries for such period and for the period
from the beginning of the respective fiscal year to the end of such
period, and the related consolidating balance sheet of the Company and
its Subsidiaries as at the end of such period, accompanied by a
certificate of a senior financial officer of the Company, which
certificate shall state that, to the Company's best knowledge and
belief, said consolidating financial statements are reasonable, all
material transactions have been properly recorded in the accounting
records underlying such consolidating financial statements and such
consolidating financial statements were used in the preparation of the
financial statements referred to in Section 8.01(a) hereof for such
period;

(c) as soon as available and in any event within 95 days
after the end of each fiscal year of the Company, consolidated
statements of income, retained earnings and cash flows of the Company
and its Subsidiaries (and, separately stated, for the Company alone)
for such fiscal year and the related consolidated balance sheet of the
Company and its Subsidiaries (and, separately stated, for

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the Company alone) as at the end of such fiscal year, setting forth in
each case in comparative form the corresponding consolidated (and
separate) figures for the preceding fiscal year, and accompanied in
the case of said consolidated statements and balance sheet of the
Company, by an opinion thereon of independent certified public
accountants of recognized national standing, which opinion shall state
that said consolidated (or separate) financial statements fairly
present the consolidated (or separate) financial condition and results
of operations of the Company and its Subsidiaries (or of the Company
alone) as at the end of, and for, such fiscal year in accordance with
generally accepted accounting principles, and a statement of such
accountants to the effect that, in making the examination necessary
for their opinion, nothing came to their attention that caused them to
believe that the Company was not in compliance with any of the
provisions hereof, insofar as such provisions relate to accounting
matters;

(d) as soon as available and in any event within 110 days
after the end of each fiscal year of the Company, consolidating
statements of income and retained earnings of the Company and its
Subsidiaries for such fiscal year and the related consolidating
balance sheet of the Company and its Subsidiaries as at the end of
such fiscal year, accompanied by a certificate of a senior financial
officer of the Company, which certificate shall state that, to the
Company's best knowledge and belief, said consolidating financial
statements are reasonable, all material transactions have been
properly recorded in the accounting records underlying such
consolidating financial statements and such consolidating financial
statements were used in the preparation of the financial statements
referred to in Section 8.01(c) hereof for such period;

(e) promptly after filing with the Applicable Insurance
Regulatory Authority and in any event within 50 days after the end of
each of the first three quarterly fiscal periods of each fiscal year
of each Insurance Subsidiary the quarterly Statutory Statement of such
Insurance Subsidiary for such quarterly fiscal period, accompanied by
a certificate of a senior financial officer of such Insurance
Subsidiary (i) stating that such Statutory Statement presents the
financial condition of such Insurance Subsidiary for such quarterly
fiscal period in accordance with statutory accounting practices
required or permitted by the Applicable Insurance Regulatory Authority
and (ii) affirming the adequacy of Reserves of such Insurance
Subsidiary as at the end of such fiscal quarter;

(f) promptly after filing with the Applicable Insurance
Regulatory Authority and in any event within

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65 days after the end of each fiscal year of each Insurance
Subsidiary, the annual Statutory Statement of such Insurance
Subsidiary for such year, accompanied by a certificate of a senior
financial officer of such Insurance Subsidiary (i) stating that such
annual Statutory Statement presents the financial condition of such
Insurance Subsidiary for such fiscal year in accordance with statutory
accounting practices required or permitted by the Applicable Insurance
Regulatory Authority and (ii) affirming the adequacy of Reserves of
such Insurance Subsidiary of the Company as at the end of such fiscal
year;

(g) within 155 days after the end of each fiscal year of each
Insurance Subsidiary, the audited Statutory Financial Statements for
such fiscal year of each such Insurance Subsidiary including the
report thereon of KPMG Peat Marwick LLP (or other independent
certified public accountants of recognized national standing);

(h) promptly upon their becoming available, copies of all
registration statements and regular periodic reports, if any, that the
Company shall have filed with the Securities and Exchange Commission
(or any governmental agency substituted therefor) or any national
securities exchange;

(i) promptly upon the mailing thereof to the shareholders of
the Company generally, copies of all financial statements, reports and
proxy statements so mailed;

(j) as soon as received by the Company, a copy of any
final financial examination report (including, without limitation, any
report in respect of any tri-annual examination conducted by any
Insurance Regulatory Authority) or market conduct examination report
issued by or prepared for any governmental authority (including any
Insurance Regulatory Authority and NAIC) with respect to any Insurance
Subsidiary;

(k) immediately, notice of any actual (or threatened
action that could lead to the) suspension, termination or revocation
of any License of any Insurance Subsidiary which is a Material
Subsidiary by any governmental authority (including any Insurance
Regulatory Authority), including any notice by any governmental
authority of the commencement of any proceeding, hearing or
administrative action to suspend, terminate or revoke any such
License;

(l) promptly after the Company knows or has reason to
believe that any Insurance Regulatory Authority or other regulator
having jurisdiction over the Company or any of its Material
Subsidiaries has commenced any proceeding, issued

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any order, given notice of a formal hearing, sought relief from any
court or taken any similar action with respect to the Company or any
of its Material Subsidiaries that seeks to, or would, result in the
revocation of any License or other authorization of the Company or any
of its Material Subsidiaries or materially restrict the ability of the
Company or any of its Material Subsidiaries to do business in any
jurisdiction, a notice describing in reasonable detail such
proceeding, order, hearing or similar action;

(m) promptly following the delivery or receipt by the Company
or any of its Subsidiaries of any other material correspondence,
notice or report to or from any Insurance Regulatory Authority
(including, without limitation, any NAIC specified real estate and
mortgage survey, or any successor report or survey, filed with the
NAIC), a copy thereof;

(n) as soon as possible, and in any event within ten days
after the Company knows or has reason to believe that any of the
events or conditions specified below with respect to any Plan or
Multiemployer Plan has occurred or exists, a statement signed by a
senior financial officer of the Company setting forth details
respecting such event or condition and the action, if any, that the
Company or its ERISA Affiliate proposes to take with respect thereto
(and a copy of any report or notice required to be filed with or given
to the PBGC by the Company or an ERISA Affiliate with respect to such
event or condition):

(i) any reportable event, as defined in Section
4043(b) of ERISA and the regulations issued thereunder, with
respect to a Plan, as to which the PBGC has not by regulation
waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event
(provided that a failure to meet the minimum funding standard
of Section 412 of the Code or Section 302 of ERISA, including,
without limitation, the failure to make on or before its due
date a required installment under Section 412(m) of the Code
or Section 302(e) of ERISA, shall be a reportable event
regardless of the issuance of any waivers in accordance with
Section 412(d) of the Code); and any request for a waiver
under Section 412(d) of the Code for any Plan;

(ii) the distribution under Section 4041 of ERISA of a
notice of intent to terminate any Plan or any action taken by
the Company or an ERISA Affiliate to terminate any Plan;

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(iii) the institution by the PBGC of proceedings under
Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or the
receipt by the Company or any ERISA Affiliate of a notice from
a Multiemployer Plan that such action has been taken by the
PBGC with respect to such Multiemployer Plan;

(iv) the complete or partial withdrawal from a
Multiemployer Plan by the Company or any ERISA Affiliate that
results in liability under Section 4201 or 4204 of ERISA
(including the obligation to satisfy secondary liability as a
result of a purchaser default) or the receipt by the Company
or any ERISA Affiliate of notice from a Multiemployer Plan
that it is in reorganization or insolvency pursuant to Section
4241 or 4245 of ERISA or that it intends to terminate or has
terminated under Section 4041A of ERISA;

(v) the institution of a proceeding by a fiduciary
of any Multiemployer Plan against the Company or any ERISA
Affiliate to enforce Section 515 of ERISA, which proceeding is
not dismissed within 30 days; and

(vi) the adoption of an amendment to any Plan that,
pursuant to Section 401(a)(29) of the Code or Section 307 of
ERISA, would result in the loss of tax-exempt status of the
trust of which such Plan is a part if the Company or an ERISA
Affiliate fails to timely provide security to the Plan in
accordance with the provisions of said Sections;

(o) promptly after the Company knows or has reason to believe
that any Default has occurred, a notice of such Default describing the
same in reasonable detail and, together with such notice or as soon
thereafter as possible, a description of the action that the Company
has taken or proposes to take with respect thereto;

(p) within fifteen days following the Company's execution and
delivery of the Pledge Agreement, the filing of the Relevant 8-K
Report with the Securities and Exchange Commission and the New York
Stock Exchange;

(q) within 95 days after the end of each fiscal year, a
certificate of a senior financial officer of the Company setting forth
the projected Restricted Payment Basket for the immediately succeeding
fiscal year;

(r) within 50 days after the end of each fiscal quarter,
a certificate of a senior financial officer of the Company setting
forth an updated projection of the

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Restricted Payment Basket for the then current fiscal year and the
amount of all Restricted Payments made in such fiscal year through the
end of such fiscal quarter; and

(s) from time to time such other information regarding the
financial condition, operations, business or prospects of the Company
or any of its Subsidiaries (including, without limitation, any Plan or
Multiemployer Plan and any reports or other information required to be
filed under ERISA) as any Bank or the Administrative Agent may
reasonably request.

The Company will furnish to each Bank, at the time it furnishes each set of
financial statements pursuant to paragraph (a) or (c) above, a certificate of a
senior financial officer of the Company (i) to the effect that no Default has
occurred and is continuing (or, if any Default has occurred and is continuing,
describing the same in reasonable detail and describing the action that the
Company has taken or proposes to take with respect thereto) and (ii) setting
forth in reasonable detail the computations necessary to determine whether the
Company is in compliance with Sections 8.05, 8.07, 8.08, 8.09, 8.10, 8.11 and
8.12 and hereof as of the end of the respective quarterly fiscal period or
fiscal year.

8.02 Litigation. The Company will promptly give to each Bank
notice of all legal or arbitral proceedings, and of all proceedings by or
before any governmental or regulatory authority or agency, and any material
development in respect of such legal or other proceedings, affecting the
Company or any of its Subsidiaries, except proceedings that, if adversely
determined, could not (either individually or in the aggregate) have a Material
Adverse Effect. Without limiting the generality of the foregoing, the Company
will give to each Bank notice of the assertion of any Environmental Claim by
any Person against, or with respect to the activities of, the Company or any of
its Subsidiaries and notice of any alleged violation of or non-compliance with
any Environmental Laws or any permits, licenses or authorizations, other than
any Environmental Claim or alleged violation that, if adversely determined,
could not (either individually or in the aggregate) have a Material Adverse
Effect.

8.03 Existence, Etc. The Company will, and will cause each
of its Material Subsidiaries to:

(a) preserve and maintain its legal existence and all of its
material rights, privileges, licenses and franchises (provided that
nothing in this Section 8.03 shall prohibit any transaction expressly
permitted under Section 8.05 hereof);

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(b) comply with the requirements of all applicable laws,
rules, regulations and orders of governmental or regulatory
authorities if failure to comply with such requirements could (either
individually or in the aggregate) have a Material Adverse Effect;

(c) pay and discharge all taxes, assessments and governmental
charges or levies imposed on it or on its income or profits or on any
of its Property prior to the date on which penalties attach thereto,
except for any such tax, assessment, charge or levy the payment of
which is being contested in good faith and by proper proceedings and
against which adequate reserves are being maintained;

(d) maintain all of its Properties used or useful in its
business in good working order and condition, ordinary wear and tear
excepted;

(e) keep adequate records and books of account, in which
complete entries will be made in accordance with generally accepted
accounting principles consistently applied; and

(f) permit representatives of any Bank or the Administrative
Agent, during normal business hours, to examine, copy and make
extracts from its books and records, to inspect any of its Properties,
and to discuss its business and affairs with its officers, all to the
extent reasonably requested by such Bank or the Administrative Agent
(as the case may be).

8.04 Insurance. The Company will, and will cause each of its
Material Subsidiaries to, maintain insurance with financially sound and
reputable insurance companies, and with respect to Property and risks of a
character usually maintained by corporations engaged in the same or similar
business similarly situated, against loss, damage and liability of the kinds
and in the amounts customarily maintained by such corporations.

8.05 Prohibition of Fundamental Changes. The Company will
not, nor will it permit any of its Subsidiaries to, enter into any transaction
of merger or consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution).

Except as permitted under clauses (c) and (d) below, the
Company will not, nor will it permit any of its Subsidiaries to, effect any
Acquisition except for Investments permitted under Section 8.08 hereof and
Capital Expenditures permitted under Section 8.12 hereof.

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The Company will not, nor will it permit any of its
Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one
transaction or a series of transactions, all or a substantial part of its
business or Property, whether now owned or hereafter acquired.

Notwithstanding the foregoing provisions of this Section 8.05:

(a) any Subsidiary of the Company may be merged or
consolidated with or into: (i) the Company if the Company shall be
the continuing or surviving corporation (provided that no Insurance
Subsidiary may be merged or consolidated with or into the Company) or
(ii) any other such Subsidiary; provided that if any such transaction
shall be between a Subsidiary and a Wholly Owned Subsidiary, the
Wholly Owned Subsidiary shall be the continuing or surviving
corporation;

(b) any Subsidiary of the Company may sell, lease, transfer
or otherwise dispose of any or all of its Property (upon voluntary
liquidation or otherwise) to the Company or a Wholly Owned Subsidiary
of the Company;

(c) subject to the satisfaction of the condition precedent
specified in Section 6.02 hereof, the Company may consummate the
Nations Title Acquisition, provided that such acquisition is
consummated on or prior to May 31, 1996;

(d) the Company may effect other Acquisitions, provided that
(i) at the time of each such Acquisition and after giving effect
thereto no Default shall have occurred and be continuing and (ii) the
aggregate amount expended by the Company and its Subsidiaries in
respect of all such other Acquisitions after the date hereof,
including the fair market value of all Property (including shares of
common stock of the Company) delivered as consideration therefor,
shall not exceed $55,000,000; provided that the aggregate amount of
cash and the fair market value of all such Property other than such
common stock shall not exceed the sum of (i) $15,000,000
plus (ii) 50% of the amount, if any, by which the retained
earnings of the Company as of the date of the most recent such
Acquisition exceeds the retained earnings of the Company as of June
30, 1995; and

(e) subject to clause (d) above, the Company or any
Subsidiary of the Company may merge or consolidate with any other
Person if (i) in the case of a merger or consolidation of the Company,
the Company is the surviving corporation and, in any other case, the
surviving corporation is a Wholly Owned Subsidiary of the Company and
(ii) after giving effect thereto no Default would exist hereunder.

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8.06 Limitation on Liens. The Company will not, nor will it
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any of its Property, whether now owned or hereafter acquired, except:

(a) Liens created pursuant to the Pledge Documents;

(b) Liens in existence on the date hereof and listed in Part
B of Schedule I hereto (excluding, however, following the making of
the initial Loans hereunder, Liens securing Indebtedness to be repaid
with the proceeds of such Loans, as indicated on said Schedule I);

(c) Liens imposed by any governmental authority for taxes,
assessments or charges not yet due or that are being contested in good
faith and by appropriate proceedings if adequate reserves with respect
thereto are maintained on the books of the Company or the affected
Subsidiaries, as the case may be, in accordance with GAAP;

(d) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business that are not overdue for a period of more than 30 days or
that are being contested in good faith and by appropriate proceedings
and Liens securing judgments but only to the extent for an amount and
for a period not resulting in an Event of Default under Section 9(j)
hereof;

(e) pledges or deposits under worker's compensation,
unemployment insurance and other social security legislation;

(f) deposits to secure the performance of bids, trade
contracts (other than for Indebtedness), leases, statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business;

(g) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and
encumbrances consisting of zoning restrictions, easements, licenses,
restrictions on the use of Property or minor imperfections in title
thereto that, in the aggregate, are not material in amount, and that
do not in any case materially detract from the value of the Property
subject thereto or interfere with the ordinary conduct of the business
of the Company or any of its Subsidiaries;

(h) Liens arising under escrows, trusts, custodianships,
separate accounts, funds withheld procedures, and similar deposits,
arrangements, or

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agreements established with respect to insurance policies underwritten
by any Insurance Subsidiary in the ordinary course of its business;

(i) deposits with Insurance Regulatory Authorities;

(j) Liens on Property of any corporation that becomes a
Subsidiary of the Company after the date hereof, provided that such
Liens are in existence at the time such corporation becomes a
Subsidiary of the Company and were not created in anticipation
thereof; and

(k) Liens securing Indebtedness permitted pursuant to Section
8.07(e) hereof; provided that no such Lien shall extend to or cover
any Property other than the Property acquired by FAMI with the
proceeds of such Indebtedness.

8.07 Indebtedness. The Company will not, nor will it permit
any of its Subsidiaries to, create, incur or suffer to exist any Indebtedness
except:

(a) Indebtedness to the Banks hereunder;

(b) Indebtedness outstanding on the date hereof and listed in
Part A of Schedule I hereto (excluding, however, following the making
of the Term Loans hereunder, the Specified Debt);

(c) Indebtedness of Subsidiaries of the Company to the
Company or to other Subsidiaries of the Company and Indebtedness of
the Company to any Subsidiaries, provided that such Indebtedness of
the Company is subordinated on terms and pursuant to documentation
satisfactory to the Majority Banks;

(d) additional Indebtedness of Insurance Subsidiaries in
respect of letters of credit (or similar instruments) and Guarantees
issued in the ordinary course of their respective title insurance
businesses in connection with the settlement of title insurance
claims, so long as the aggregate amount of all such Indebtedness does
not exceed $5,000,000 at any one time outstanding; and

(e) Indebtedness of FAMI incurred to finance, refinance or
refund the cost of any Property; provided that (i) the aggregate
principal amount of all such Indebtedness of FAMI (including any such
Indebtedness referred to in Part A of Schedule I hereto) shall not
exceed (x) until the consummation of the Nations Title Acquisition,
$30,000,000 at any time or (y) after the consummation of the Nations
Title Acquisition, $35,000,000 at any time and (ii) no such
Indebtedness (including any such refinancing or refunding

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Indebtedness) shall mature after the date 66 months after the date of
the acquisition of any such Property by FAMI.

8.08 Investments. The Company will not, nor will it permit
any of its Subsidiaries to, make or permit to remain outstanding any
Investments except:

(a) Permitted Investments;

(b) Investments in the capital stock of Nations Title and
Heritage acquired pursuant to the Acquisition Agreement and
Investments in Nations Title, Heritage or any of their respective
Subsidiaries required by any Applicable Insurance Regulatory Authority
in connection with the Acquisition to the extent such Investments do
not exceed $10,000,000 in the aggregate and only if, after giving
effect thereto, no such Investment is made, directly or indirectly, in
a Restricted Subsidiary;

(d) Investments by the Company and its Subsidiaries in such
Subsidiaries (other than Investments in Manchester or any Restricted
Subsidiary made after the date hereof) and loans and advances by such
Subsidiaries to the Company, provided such loans and advances by the
Company are subordinated on terms and pursuant to documentation
satisfactory to the Majority Banks;

(e) Interest Rate Protection Agreements required to be
entered into by the Company under Section 8.13 hereof and other
Interest Rate Protection Agreements provided that at the time each
such other Interest Rate Protection Agreement is entered into, the
aggregate credit exposure of the Company and its Subsidiaries under
all such other Interest Rate Protection Agreements (including the
Interest Rate Protection Agreement being entered into) shall not
exceed $20,000,000;

(f) Real estate Investments listed on Schedule III;

(g) Investments by Insurance Subsidiaries in Permitted
Investments (determined without regard to the maturity limitations
contained in the definition of such term in Section 1.01 hereof) and
Investment Grade Debt Securities, provided that the aggregate amount
of all Investments made by the Insurance Subsidiaries in the
securities of any one issuer does not exceed 5% of the Consolidated
Investment Portfolio;

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(h) Investments by Insurance Subsidiaries made in the
ordinary course of their respective title insurance businesses in
connection with settlements of title insurance claims;

(i) Investments in the capital stock of U.S. Facilities
Corp., a California corporation, provided that such Investments (i)
shall not exceed 21% of the outstanding capital stock of such
corporation and (ii) shall not have an aggregate purchase price in
excess of $20,000,000;

(j) Investments of Nations Title or any of its Subsidiaries,
which Investments are existing as of June 30, 1995;

(k) Investments (other than notes receivable and Investments
of the type described in clause (d) above) up to but not exceeding
$5,000,000 in any one Person and $70,000,000 in the aggregate; and

(l) Investments consisting of notes receivable in an
aggregate amount up to but not exceeding $5,000,000 from any Person
(or, if greater, the aggregate amount of notes receivable of such
Person held by the Company as of the date hereof and disclosed to the
Administrative Agent in writing) and $21,000,000 in the aggregate;

8.09 Restricted Payments. The Company will not, nor will it
permit any of its Subsidiaries to, declare or make any Restricted Payment at
any time; provided that the Company may declare and make Restricted Payments in
cash in any fiscal year of the Company, subject to the satisfaction of each of
the following conditions on the date of such Restricted Payment and after
giving effect thereto:

(i) no Default shall have occurred and be continuing;

(ii) the aggregate amount of Restricted Payments paid or
declared to be paid in such fiscal year does not exceed the Restricted
Payment Basket for such fiscal year; and

(iii) the Company shall have delivered to each Bank, at least
three Business Days (but not more than fifteen Business Days) prior to
the date of the proposed Restricted Payment, a certificate of the
chief financial officer of the Company setting forth computations in
reasonable detail demonstrating satisfaction of the foregoing
conditions as at the date of such certificate, provided that in the
case of any purchase of any shares of any class of common stock of the
Company or any Subordinated Debt Payment made pursuant

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to Section 8.21(b)(iii) hereof, such notice may be delivered within 5
Business Days after such purchase.

Nothing herein shall be deemed to prohibit the payment of
dividends by any Subsidiary of the Company to the Company or to any other
Subsidiary of the Company.

8.10 Certain Financial Covenants.

(a) Leverage Ratio. The Company will not permit the Leverage
Ratio to exceed 0.45:1 at any time.

(b) Fixed Charges Ratio. The Company will not permit the
Fixed Charges Ratio to be less than 1.2:1 as at the last day of any fiscal
quarter of the Company.

(c) Minimum Earnings Test. The Company will not permit its
cumulative Net Income for the full fiscal years ending after December 31, 1995
to be less than (x) the number of such full fiscal years multiplied by (y)
$4,500,000.

(d) Minimum Surplus. The Company will cause each of the
Insurance Subsidiaries referred to below to maintain Surplus, as at the last
day of each fiscal quarter of the Company, of not less than the amount set
forth below with respect to such Insurance Subsidiary:

Insurance Subsidiaries Amount
---------------------- ------

Fidelity National Title Insurance $32,000,000
Company

Fidelity National Title Insurance 20,000,000
Company of Pennsylvania

Fidelity National Title Insurance 12,000,000
Company of New York

8.11 NAIC Ratios. In the event that the NAIC or any
Applicable Insurance Regulatory Authority shall at any time promulgate any
risk-based capital ratio requirements or guidelines, the Company will cause
each Insurance Subsidiary to comply with the minimum requirements or guidelines
applicable to it as established by the NAIC or such Applicable Insurance
Regulatory Authority.

8.12 Capital Expenditures. The Company will not permit the
aggregate amount of Capital Expenditures by the Company and its Subsidiaries to
exceed the following respective amounts for the following respective periods:

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Period Amount
------ ------

From and including the date $15,000,000
hereof through the date three
years after the date hereof

At all times after the period $20,000,000
referred to above

8.13 Interest Rate Protection Agreements.

(a) The Company will within 30 days after the Closing Date
enter into, and thereafter maintain in full force and effect during the period
ending on the last Principal Payment Date, one or more Interest Rate Protection
Agreements with one or more of the Banks (and/or other banks or financial
institutions having capital, surplus and undivided profits of at least
$500,000,000 and reasonably acceptable to the Majority Banks), that effectively
enable the Company (in a manner and pursuant to documentation satisfactory to
the Majority Banks) to protect itself against three-month London interbank
offered rates exceeding the rate per annum in effect therefor on the date such
Interest Rate Protection Agreement(s) become effective (or, in the case of an
interest rate cap, exceeding a rate per annum equal to 1% above the interest
rate per annum in effect on Treasury notes with a maturity of five years or
less from the date of issuance thereof) plus 0.25% per annum as to a notional
principal amount at least equal to the aggregate principal amount of the Term
Loans scheduled to be outstanding from time to time during the period ending on
the last Principal Payment Date.

(b) The Company will, within 30 days of the Revolving Credit
Commitment Termination Date, enter into, and thereafter maintain in full force
and effect during the period ending on the last Principal Payment Date, one or
more Interest Rate Protection Agreements with one or more of the Banks (and/or
with other banks or financial institutions having capital, surplus and
undivided profits of at least $500,000,000 and reasonably acceptable to the
Majority Banks), that effectively enable the Company (in a manner and pursuant
to documentation satisfactory to the Majority Banks) to protect itself against
three-month London interbank offered rates exceeding the rate per annum in
effect therefor on the date such Interest Rate Protection Agreements become
effective (or, in the case of an interest rate cap, exceeding a rate per annum
equal to 1% above the interest rate per annum in effect on Treasury notes with
a maturity of five years or less from the date of issuance thereof) as to a
notional principal amount at least equal to the aggregate principal amount of
the Revolving Credit Loans scheduled to be outstanding from time to time during
the period commencing on the Revolving Credit Termination Date and ending on
the last Principal Payment Date.

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8.14 Lines of Business. The Company will not, nor will it
permit any of its Subsidiaries, to make any substantial change in the general
nature of the business in which the Company and its Subsidiaries, taken as a
whole, are engaged as of the date of this Agreement.

8.15 Subsidiary Dividend Payments. The Company will at all
times (a) use its best efforts to cause each of its Insurance Subsidiaries from
time to time to pay cash dividends or make other distributions or payments in
cash (directly or, through other Subsidiaries of the Company, indirectly) to
the Company in amounts that, taken together, are sufficient to permit the
Company to pay all principal of and interest on the Loans and all other amounts
payable hereunder as the same shall become due and payable (whether at stated
maturity, by mandatory prepayment, by acceleration or otherwise), (b) cause
each Insurance Subsidiary to request on a timely basis, regulatory approval to
the extent necessary for such Insurance Subsidiary to pay such dividends or
make such distributions or payments and (c) notify the Banks promptly of the
failure to obtain any such regulatory approval.

8.16 Leases.

(a) The Company will not, nor will it permit any of its
Subsidiaries to, enter into any arrangement with any Person whereby the Company
or any of its Subsidiaries sells or otherwise transfers any of its Property and
thereafter rents or leases such Property or similar Property for substantially
the same use or uses as the Property sold or transferred.

(b) The Company will not, nor will it permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any obligation as
lessee for the rental or hire of any real or personal property, except: (i)
leases between the Company and any of its Subsidiaries or between any such
Subsidiaries; (ii) Capital Lease Obligations permitted by Section 8.07 hereof;
and (iii) leases (other than Capital Lease Obligations) which do not in the
aggregate require the Company and its Subsidiaries on a consolidated basis to
make payments (including taxes, insurance, maintenance and similar expenses
which the Company or any Subsidiary is required to pay under the terms of any
lease) in any fiscal year of the Company in excess of the following respective
amounts for the following respective periods:

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Period Amount
------ ------

January 1, 1995 $30,000,000
through December 31, 1995

January 1, 1996 30,000,000
through December 31, 1996

January 1, 1997 35,000,000
through December 31, 1997

January 1, 1998 35,000,000
through December 31, 1998

January 1, 1999 40,000,000;
and at all times thereafter

provided that each such amount shall be increased by $3,000,000 after the
consummation of the Nations Title Acquisition.

8.17 Transactions with Affiliates. Except as expressly
permitted by this Agreement, the Company will not, nor will it permit any of
its Subsidiaries to, directly or indirectly: (a) make any Investment in an
Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any
Property to an Affiliate; (c) merge into or consolidate with or purchase or
acquire Property from an Affiliate; or (d) enter into any other transaction
directly or indirectly with or for the benefit of an Affiliate (including,
without limitation, Guarantees and assumptions of obligations of an Affiliate);
provided that (x) any Affiliate who is an individual may serve as a director,
officer or employee of the Company or any of its Subsidiaries and receive
reasonable compensation for his or her services in such capacity and (y) the
Company and its Subsidiaries may enter into transactions (other than extensions
of credit by the Company or any of its Subsidiaries to an Affiliate) providing
for the leasing of Property, the rendering or receipt of services or the
purchase or sale of inventory and other Property in the ordinary course of
business if the monetary or business consideration arising therefrom would be
substantially as advantageous to the Company and its Subsidiaries as the
monetary or business consideration that would obtain in a comparable
transaction with a Person not an Affiliate.

8.18 Use of Proceeds. The Company will use the proceeds of
the Loans hereunder solely (a) in the case of the Term Loans, to refinance the
Specified Debt and to pay related fees, commissions and expenses and, to the
extent there are any excess proceeds remaining after such applications, for
general corporate purposes, and (b) in the case of the Revolving Credit Loans,
for general corporate purposes (provided that, prior to the date the Nations
Title Acquisition is consummated, $3,000,000

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of the proceeds of the Revolving Credit Loans may not be used for any purpose
other than to finance the Nations Title Acquisition and to pay related fees,
commissions and expenses), in each case in compliance with all applicable legal
and regulatory requirements; provided that neither the Administrative Agent nor
any Bank shall have any responsibility as to the use of any of such proceeds.

8.19 Certain Obligations Respecting Subsidiaries.

(a) Ownership of Subsidiaries. The Company will, and will
cause each of its Subsidiaries to, take such action from time to time as shall
be necessary to ensure that the Company and each of its Subsidiaries at all
times owns (subject only to the Lien of the Pledge Agreement, if applicable) at
least the same percentage of the issued and outstanding shares of each class of
stock of each of its Subsidiaries as is owned on the date hereof. In the event
that any additional shares of stock shall be issued by any Subsidiary any of
the shares of stock of which are pledged under the Pledge Agreement, the
Company will forthwith deliver to the Administrative Agent pursuant to the
Pledge Agreement the certificates evidencing such additional shares of stock,
accompanied by undated stock powers executed in blank and take such other
action as the Administrative Agent shall request to perfect the security
interest created therein pursuant to the Pledge Agreement.

(b) Certain Restrictions. The Company will not permit any of
its Subsidiaries to enter into, after the date hereof, any indenture,
agreement, instrument or other arrangement that, directly or indirectly,
prohibits or restrains, or has the effect of prohibiting or restraining, or
imposes materially adverse conditions upon, the incurrence or payment by such
Subsidiary of Indebtedness, the granting of Liens, the declaration or payment
by such Subsidiary of dividends, the making by such Subsidiary of loans,
advances or Investments or the sale, assignment, transfer or other disposition
of Property, other than any such agreement or arrangement entered into between
Nations Title or any of its Subsidiaries and any Insurance Regulatory Authority
as a condition to the consummation of the Nations Title Acquisition. In
addition, except as permitted by Section 8.08(b) hereof, the Company will not,
and will not permit any of its Subsidiaries to, enter into any capital
maintenance or other agreement which requires the Company or such Subsidiary to
make a cash equity or other capital contribution to any Material Subsidiary.

8.20 Foreclosure on Subject Property. The Company will not,
nor will it permit any of its Subsidiaries to, acquire ownership or operating
control of any real property on which an Industrial Facility (as defined below)
is located by means of the exercise of any right of foreclosure, power of sale
or other remedy of which it may avail itself by way of any indenture of

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mortgage or similar instrument relating to such Industrial Facility and the
underlying real property (the "Subject Property"), or accept a deed to such
Subject Property in lieu of foreclosure, unless the Company shall have given
notice of the exercise of such right to the Administrative Agent (which shall
promptly notify the Banks) and shall have theretofore caused a Phase I
Environmental Review (as defined below) with respect to such Subject Property
to be conducted. The Company will provide any Bank a copy of any such
Environmental Review within 5 Business Days of a request therefor by such Bank.

As used herein, the following terms shall have the following
respective meanings:

"Industrial Facility" shall mean those establishments having
Standard Industrial Classification ("SIC") numbers in ranges 01-09,
10-14, 15-17, 20-39, 40-49, 50-51, 55-59 and 72-84, but excluding real
property that is used primarily as (i) residential dwellings
(including, without limitation, apartment buildings), condominiums,
single family dwellings and duplexes, (ii) shopping centers or similar
retail complexes (unless containing gasoline service stations), (iii)
office buildings and (iv) vacant land.

"Phase I Environmental Review" shall mean an environmental
survey and written assessment prepared by an independent engineer
selected by the Company who is expert in the identification and
analysis of environmental risks (such engineer and his or her agents
being referred to as the "Environmental Consultant"), such survey and
assessment, with respect to any Subject Property, to (a) estimate
current liabilities and assess potential sources of future liabilities
arising under Environmental Laws of any owner or operator of, or any
other Person having control of, such Subject Property and (b) be based
upon (i) a physical on-site inspection by the Environmental Consultant
of such Subject Property (without any excavation of such Subject
Property), (ii) interviews by the Environmental Consultant of
individuals who have direct managerial responsibility for operations
on such Subject Property, (iii) a review by the Environmental
Consultant of records relating to current and historical operations
conducted at such Subject Property and (iv) as deemed appropriate by
the Environmental Consultant, interviews by the Environmental
Consultant of individuals in the area in which such Subject Property
is located who may have knowledge of current and historical operations
conducted at such Subject Property.

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8.21 Modifications of Subordinated Debt Documents; Payments
of Subordinated Debt.

(a) The Company will not agree or consent to any
modification, supplement or waiver of any of the provisions of the Subordinated
Debt Indenture or any of the instruments evidencing Subordinated Debt or of the
FAMI Leases.

(b) The Company will not, and will not permit any of its
Subsidiaries to, make any Subordinated Debt Payment, except for (i) any
Subordinated Debt Payment effected solely in exchange for shares of common
stock of the Company, (ii) subject to the subordination provisions of the
Subordinated Debt Indenture, payments of principal of and interest on the
Subordinated Debt required to be made in cash pursuant to the Subordinated Debt
Indenture and the instruments evidencing the Subordinated Debt (but not prior
to the date so required to be made) and (iii) any other Subordinated Debt
Payment to the extent permitted by Section 8.09 hereof. The Company will
satisfy all the conditions specified in the Subordinated Debt Indenture to
purchase the Subordinated Debt with shares of its common stock rather than cash
to the extent such option is permitted therein.

Section 9. Events of Default. If one or more of the
following events (herein called "Events of Default") shall occur and be
continuing:

(a) The Company shall: (i) default in the payment of any
principal of any Loan when due (whether at stated maturity or at
mandatory or optional prepayment); or (ii) default in the payment of
any interest on any Loan, any fee or any other amount payable by it
hereunder or under any other Loan Document when due and such default
shall have continued unremedied for three or more days; or

(b) The Company or any of its Subsidiaries shall default in
the payment when due of any principal of or interest on any of its
other Indebtedness aggregating $1,000,000 or more (other than in
respect of any Indebtedness of Manchester existing on the date hereof)
and any grace period applicable thereto shall have expired; or any
event specified in any note, agreement, indenture or other document
evidencing or relating to any such Indebtedness shall occur if the
effect of such event is to cause, or (with the giving of any notice or
the lapse of time or both) to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause, such Indebtedness to become due, or to be prepaid
in full (whether by redemption, purchase, offer to purchase or
otherwise), prior to its stated maturity except in connection with
purchases through the exercise of the option under the Subordinated
Debt Indenture to so

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redeem or purchase with shares of common stock; or the Company shall
default in the payment when due of any amount aggregating $1,000,000
or more under any Interest Rate Protection Agreement; or any event
specified in any Interest Rate Protection Agreement shall occur if the
effect of such event is to cause, or (with the giving of any notice or
the lapse of time or both) to permit, termination or liquidation
payment or payments aggregating $1,000,000 or more to become due; or

(c) Any representation, warranty or certification made or
deemed made herein or in any other Loan Document (or in any
modification or supplement hereto or thereto) by the Company, or any
certificate furnished to any Bank or the Administrative Agent pursuant
to the provisions hereof or thereof, shall prove to have been false or
misleading as of the time made or furnished in any material respect;
or

(d) The Company shall default in the performance of any of
its obligations under any of Sections 8.01(o), 8.05, 8.06, 8.07, 8.08,
8.09, 8.10, 8.11, 8.12, 8.16, 8.17, 8.19 or 8.21 hereof or the Company
shall default in the performance of any of its obligations under
Section 4.02 of the Pledge Agreement; or the Company shall default in
the performance of any of its other obligations in this Agreement or
any other Loan Document and any such default shall continue unremedied
for a period of 30 or more days; or

(e) The Company or any of its Material Subsidiaries shall
admit in writing its inability to, or be generally unable to, pay its
debts as such debts become due; or

(f) The Company or any of its Material Subsidiaries shall (i)
apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee, examiner or liquidator
of itself or of all or a substantial part of its Property, (ii) make a
general assignment for the benefit of its creditors, (iii) commence a
voluntary case under the Bankruptcy Code, (iv) file a petition seeking
to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement or winding-up,
or composition or readjustment of debts, (v) fail to controvert in a
timely and appropriate manner, or acquiesce in writing to, any
petition filed against it in an involuntary case under the Bankruptcy
Code or (vi) take any corporate action for the purpose of effecting
any of the foregoing; or

(g) A proceeding or case shall be commenced, without the
application or consent of the Company or any of its Material
Subsidiaries, in any court of competent

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jurisdiction, seeking (i) its reorganization, liquidation,
dissolution, arrangement or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a receiver,
custodian, trustee, examiner, liquidator or the like of the Company or
such Subsidiary or of all or any substantial part of its Property or
(iii) similar relief in respect of the Company or such Subsidiary
under any law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts, and such proceeding
or case shall continue undismissed, or an order, judgment or decree
approving or ordering any of the foregoing shall be entered and
continue unstayed and in effect, for a period of 60 or more days; or
an order for relief against the Company or such Subsidiary shall be
entered in an involuntary case under the Bankruptcy Code; or

(h) Any Insurance Regulatory Authority shall appoint a
rehabitator, receiver, custodian, trustee, conservator or liquidator
or the like (collectively, a "conservator") for any Insurance
Subsidiary that is a Material Subsidiary, or cause possession of all
or any substantial portion of the property of any such Insurance
Subsidiary to be taken by any conservator (or any Insurance Regulatory
Authority shall commence any action to effect any of the foregoing);
or

(i) The Company or any of its Subsidiaries shall be required
by any Insurance Regulatory Authority to make any cash equity or other
capital contribution to any Subsidiary (except as permitted by Section
8.08(b) hereof) or to enter into any agreement, instrument or other
arrangement prohibited by Section 8.19(b) hereof; or

(j) A final judgment or judgments for the payment of money of
$1,000,000 or more in the aggregate (exclusive of judgment amounts
fully covered by insurance where the insurer has admitted liability in
respect of such judgment) or of $5,000,000 or more in the aggregate
(regardless of insurance coverage) shall be rendered by one or more
courts, administrative tribunals or other bodies having jurisdiction
against the Company or any of its Material Subsidiaries and the same
shall not be discharged (or provision shall not be made for such
discharge), or a stay of execution thereof shall not be procured,
within 30 days from the date of entry thereof and the Company or the
relevant Subsidiary shall not, within said period of 30 days, or such
longer period during which execution of the same shall have been
stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal; or

(k) An event or condition specified in Section 8.01(n) hereof
shall occur or exist with respect to any Plan or Multiemployer Plan
and, as a result of such event or

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condition, together with all other such events or conditions, the
Company or any ERISA Affiliate shall incur or in the opinion of the
Majority Banks shall be reasonably likely to incur a liability to a
Plan, a Multiemployer Plan or the PBGC (or any combination of the
foregoing) that, in the determination of the Majority Banks, would
(either individually or in the aggregate) have a Material Adverse
Effect; or

(l) Either: (i) a Change of Control (as such term is defined
in the Subordinated Debt Indenture) shall have occurred; or (ii)
during any period of 25 consecutive calendar months, a majority of the
Board of Directors of the Company shall no longer be composed of
individuals (x) who were members of said Board on the first day of
such period, (y) whose election or nomination to said Board was
approved by individuals referred to in clause (i) above constituting
at the time of such election or nomination at least a majority of said
Board or (z) whose election or nomination to said Board was approved
by individuals referred to in clauses (x) and (y) above constituting
at the time of such election or nomination at least a majority of said
Board; or (iii) Xxxxxxx X. Xxxxx ceases to be the Chairman of the
Board of the Company; or

(m) The Liens created by the Pledge Documents shall at any
time not constitute a valid and perfected Lien on the collateral
intended to be covered thereby (to the extent perfection by filing,
registration, recordation or possession is required herein or therein)
in favor of the Administrative Agent, free and clear of all other
Liens (other than Liens permitted under Section 8.06 hereof or under
the Pledge Agreement), or, except for expiration in accordance with
its terms, any of the Pledge Documents shall for whatever reason be
terminated or cease to be in full force and effect, or the
enforceability thereof shall be contested by the Company;

THEREUPON: (1) in the case of an Event of Default other than one referred to
in clause (f) or (g) of this Section 9 with respect to the Company, the
Administrative Agent may, by notice to the Company, terminate the Commitments
and/or declare the principal amount then outstanding of, and the accrued
interest on, the Loans and all other amounts payable by the Company hereunder
and under the Notes (including, without limitation, any amounts payable under
Section 5.05 hereof) to be forthwith due and payable, whereupon such amounts
shall be immediately due and payable without presentment, demand, protest or
other formalities of any kind, all of which are hereby expressly waived by the
Company; and (2) in the case of the occurrence of an Event of Default referred
to in clause (f) or (g) of this Section 9 with respect to the Company, the
Commitments shall automatically be

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terminated and the principal amount then outstanding of, and the accrued
interest on, the Loans and all other amounts payable by the Company hereunder
and under the Notes (including, without limitation, any amounts payable under
Section 5.05 hereof) shall automatically become immediately due and payable
without presentment, demand, protest or other formalities of any kind, all of
which are hereby expressly waived by the Company.

Section 10. The Administrative Agent.

10.01 Appointment, Powers and Immunities. Each Bank hereby
appoints and authorizes the Administrative Agent to act as its agent hereunder
and under the other Loan Documents with such powers as are specifically
delegated to the Administrative Agent by the terms of this Agreement and of the
other Loan Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent (which term as used in this
sentence and in Section 10.05 and the first sentence of Section 10.06 hereof
shall include reference to its affiliates and its own and its affiliates'
officers, directors, employees and agents):

(a) shall have no duties or responsibilities except those
expressly set forth in this Agreement and in the other Loan Documents,
and shall not by reason of this Agreement or any other Loan Document
be a trustee for any Bank;

(b) shall not be responsible to the Banks for any recitals,
statements, representations or warranties contained in this Agreement
or in any other Loan Document, or in any certificate or other document
referred to or provided for in, or received by any of them under, this
Agreement or any other Loan Document, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this
Agreement, any Note or any other Loan Document or any other document
referred to or provided for herein or therein or for any failure by
the Company or any other Person to perform any of its obligations
hereunder or thereunder;

(c) shall not, except to the extent expressly instructed by
the Majority Banks with respect to collateral security under the
Pledge Documents, be required to initiate or conduct any litigation or
collection proceedings hereunder or under any other Loan Document; and

(d) shall not be responsible for any action taken or omitted
to be taken by it hereunder or under any other Loan Document or under
any other document or instrument referred to or provided for herein or
therein or in connection herewith or therewith, except for its own
gross negligence or willful misconduct.

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The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith. The Administrative Agent may
deem and treat the payee of a Note as the holder thereof for all purposes
hereof unless and until a notice of the assignment or transfer thereof shall
have been filed with the Administrative Agent.

10.02 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including, without limitation, any thereof by telephone,
telecopy, telegram or cable) reasonably believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person or
Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Administrative Agent. As to any
matters not expressly provided for by this Agreement or any other Loan
Document, the Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder or thereunder in accordance
with instructions given by the Majority Banks or all of the Banks as is
required in such circumstance, and such instructions of such Banks and any
action taken or failure to act pursuant thereto shall be binding on all of the
Banks.

10.03 Defaults. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of a Default unless the
Administrative Agent has received notice from a Bank or the Company specifying
such Default and stating that such notice is a "Notice of Default". In the
event that the Administrative Agent receives such a notice of the occurrence of
a Default, the Administrative Agent shall give prompt notice thereof to the
Banks. The Administrative Agent shall (subject to Section 10.07 hereof) take
such action with respect to such Default as shall be directed by the Majority
Banks, provided that, unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interest of the
Banks except to the extent that this Agreement expressly requires that such
action be taken, or not be taken, only with the consent or upon the
authorization of the Majority Banks or all of the Banks.

10.04 Rights as a Bank. With respect to its Commitments and
the Loans made by it, Chase (and any successor acting as Administrative Agent)
in its capacity as a Bank hereunder shall have the same rights and powers
hereunder as any other Bank and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Bank" or "Banks" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity. Chase (and any

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successor acting as Administrative Agent) and its affiliates may (without
having to account therefor to any Bank) accept deposits from, lend money to,
make investments in and generally engage in any kind of banking, trust or other
business with the Company (and any of its Subsidiaries or Affiliates) as if it
were not acting as the Administrative Agent, and Chase (and any such successor)
and its affiliates may accept fees and other consideration from the Company for
services in connection with this Agreement or otherwise without having to
account for the same to the Banks.

10.05 Indemnification. The Banks agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 11.03 hereof,
but without limiting the obligations of the Company under said Section 11.03)
ratably in accordance with the aggregate principal amount of the Loans held by
the Banks (or, if no Loans are at the time outstanding, ratably in accordance
with their respective Commitments), for any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever that may be imposed on,
incurred by or asserted against the Administrative Agent (including by any
Bank) arising out of or by reason of any investigation in or in any way
relating to or arising out of this Agreement or any other Loan Document or any
other documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including, without limitation, the
costs and expenses that the Company is obligated to pay under Section 11.03
hereof, but excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or
of any such other documents, provided that no Bank shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

10.06 Non-Reliance on Administrative Agent and Other Banks.
Each Bank agrees that it has, independently and without reliance on the
Administrative Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Company and its Subsidiaries and decision to enter into this Agreement and that
it will, independently and without reliance upon the Administrative Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or under any other Loan
Document. The Administrative Agent shall not be required to keep itself
informed as to the performance or observance by the Company of this Agreement
or any of the other Loan Documents or any other document referred to or
provided for herein or therein or to inspect the Properties or books of the
Company or any of its Subsidiaries. Except for

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notices, reports and other documents and information expressly required to be
furnished to the Banks by the Administrative Agent hereunder or under the
Pledge Documents, the Administrative Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the affairs, financial condition or business of the Company or any
of its Subsidiaries (or any of their affiliates) that may come into the
possession of the Administrative Agent or any of its affiliates.

10.07 Failure to Act. Except for action expressly required
of the Administrative Agent hereunder and under the other Loan Documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction from the Banks of their indemnification
obligations under Section 10.05 hereof against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take
any such action.

10.08 Resignation or Removal of Administrative Agent.
Subject to the appointment and acceptance of a successor Administrative Agent
as provided below, the Administrative Agent may resign at any time by giving
notice thereof to the Banks and the Company, and the Administrative Agent may
be removed at any time with or without cause by the Majority Banks. Upon any
such resignation or removal, the Majority Banks shall have the right to appoint
a successor Administrative Agent. If no successor Administrative Agent shall
have been so appointed by the Majority Banks and shall have accepted such
appointment within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Banks' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Banks, appoint a successor Administrative Agent, that shall be a bank that
has an office in New York, New York with a combined capital and surplus of at
least $5,000,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation
or removal hereunder as Administrative Agent, the provisions of this Section 10
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent.

10.09 Agency Fee. So long as the Commitments are in effect
and until payment in full of the principal of and interest on the Loans and all
other amounts payable by the Company hereunder, the Company will pay to the
Administrative Agent an agency fee of $10,000 per annum, payable annually in
advance

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commencing on the Closing Date and on each Quarterly Date falling on or nearest
to the anniversary of the Closing Date in each year (commencing with 1996).
Such fee, once paid, shall be non-refundable.

10.10 Consents under Other Loan Documents. Except as
otherwise provided in Section 11.04 hereof with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Majority Banks (but not
otherwise), consent to any modification, supplement or waiver under any of the
Loan Documents, provided that, without the prior consent of each Bank, the
Administrative Agent shall not (except as provided herein or in the Pledge
Documents) release any collateral or otherwise terminate any Lien under any
Pledge Document providing for collateral security, agree to additional
obligations being secured by such collateral security (unless the Lien for such
additional obligations shall be junior to the Lien in favor of the other
obligations secured by such Pledge Document, in which event the Administrative
Agent may consent to such junior Lien provided that it obtains the consent of
the Majority Banks thereto), alter the relative priorities of the obligations
entitled to the benefits of the Liens created under the Pledge Documents,
except that no such consent shall be required, and the Administrative Agent is
hereby authorized, to release any Lien covering Property that is the subject of
either a disposition of Property permitted hereunder or a disposition to which
the Majority Banks have consented.

Section 11. Miscellaneous.

11.01 Waiver. No failure on the part of the Administrative
Agent or any Bank to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under this Agreement or
any Note shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement or any Note
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

11.02 Notices. All notices, requests and other
communications provided for herein and under the Pledge Documents (including,
without limitation, any modifications of, or waivers, requests or consents
under, this Agreement) shall be given or made in writing (including, without
limitation, by telecopy) delivered to the intended recipient at the "Address
for Notices" specified below its name on the signature pages hereof); or, as to
any party, at such other address as shall be designated by such party in a
notice to each other party. Except as otherwise provided in this Agreement,
all such communications shall be deemed to have been duly given when
transmitted by telecopier or

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personally delivered or, in the case of a mailed notice, upon receipt, in each
case given or addressed as aforesaid.

11.03 Expenses, Etc. The Company agrees to pay or reimburse
each of the Banks and the Administrative Agent for: (a) all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including,
without limitation, the reasonable fees and expenses of Milbank, Tweed, Xxxxxx
& XxXxxx, special New York counsel to Chase) in connection with (i) the
negotiation, preparation, execution and delivery of this Agreement and the
other Loan Documents and the making of the Loans hereunder and (ii) the
negotiation or preparation of any modification, supplement or waiver of any of
the terms of this Agreement or any of the other Loan Documents (whether or not
consummated); (b) all reasonable out-of-pocket costs and expenses of the Banks
and the Administrative Agent (including, without limitation, the reasonable
fees and expenses of legal counsel) in connection with (i) any Default and any
enforcement or collection proceedings resulting therefrom, including, without
limitation, all manner of participation in or other involvement with (x)
bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation
proceedings, (y) judicial or regulatory proceedings and (z) workout,
restructuring or other negotiations or proceedings (whether or not the workout,
restructuring or other transaction contemplated thereby is consummated) and
(ii) the enforcement of this Section 11.03; and (c) all transfer, stamp,
documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement or any of the
other Loan Documents or any other document referred to herein or therein and
all costs, expenses, taxes, assessments and other charges incurred in
connection with any filing, registration, recording or perfection of any
security interest contemplated by any Pledge Document or any other document
referred to therein.

The Company hereby agrees to indemnify the Administrative
Agent and each Bank and their respective directors, officers, employees,
attorneys and agents from, and hold each of them harmless against, any and all
losses, liabilities, claims, damages or expenses incurred by any of them
(including, without limitation, any and all losses, liabilities, claims,
damages or expenses incurred by the Administrative Agent to any Bank, whether
or not the Administrative Agent or any Bank is a party thereto) arising out of
or by reason of any investigation or litigation or other proceedings (including
any threatened investigation or litigation or other proceedings) relating to
the Loans hereunder or any actual or proposed use by the Company or any of its
Subsidiaries of the proceeds of any of the Loans hereunder, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings (but
excluding any such losses, liabilities, claims,

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damages or expenses incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified). Without limiting the generality
of the foregoing, the Company will indemnify the Administrative Agent and each
Bank from, and hold the Administrative Agent and each Bank harmless against,
any losses, liabilities, claims, damages or expenses described in the preceding
sentence (but excluding, as provided in the preceding sentence, any loss,
liability, claim, damage or expense incurred by reason of the gross negligence
or willful misconduct of the Person to be indemnified) arising under any
Environmental Law as a result of the past, present or future operations of the
Company or any of its Subsidiaries (or any predecessor in interest to the
Company or any of its Subsidiaries), or the past, present or future condition
of any site or facility owned, operated or leased at any time by the Company or
any of its Subsidiaries (or any such predecessor in interest), or any Release
or threatened Release of any Hazardous Materials at or from any such site or
facility, excluding any such Release or threatened Release that shall occur
during any period when the Administrative Agent or any Bank shall be in
possession of any such site or facility following the exercise by the
Administrative Agent or any Bank of any of its rights and remedies hereunder or
under any of the Pledge Documents, but including any such Release or threatened
Release occurring during such period that is a continuation of conditions
previously in existence, or of practices employed by the Company and its
Subsidiaries, at such site or facility.

11.04 Amendments, Etc. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be modified or
supplemented only by an instrument in writing signed by the Company and the
Majority Banks, or by the Company and the Administrative Agent acting with the
consent of the Majority Banks, and any provision of this Agreement may be
waived by the Majority Banks or by the Administrative Agent acting with the
consent of the Majority Banks; provided that: (a) no modification, supplement
or waiver shall, unless by an instrument signed by all of the Banks or by the
Administrative Agent acting with the consent of all of the Banks: (i)
increase, or extend the term of any of the Commitments, or extend the time or
waive any requirement for the reduction or termination of any of the
Commitments, (ii) extend the date fixed for the payment of principal of or
interest on any Loan or any fee hereunder, (iii) reduce the amount of any such
payment of principal, (iv) reduce the rate at which interest is payable thereon
or any fee is payable hereunder, (v) alter the rights or obligations of the
Company to prepay Loans, (vi) alter the manner in which payments or prepayments
of principal, interest or other amounts hereunder shall be applied as between
the Banks or Types or Classes of Loans, (vii) alter the terms of this Section
11.04 or (viii) modify the definition of the term "Majority Banks", or modify
in any other manner the number or percentage of the Banks required to make any
determinations or waive any rights hereunder

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or to modify any provision hereof; and (b) any modification or supplement of
Section 10 hereof, or of any of the rights or duties of the Administrative
Agent hereunder, shall require the consent of the Administrative Agent.

11.05 Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

11.06 Assignments and Participations.

(a) The Company may not assign any of its rights or
obligations hereunder or under the Notes without the prior consent of all of
the Banks and the Administrative Agent.

(b) Each Bank may assign any of its Loans, its Notes, and its
Commitments (but only with the consent of, in the case of its outstanding
Commitments, the Administrative Agent); provided that

(i) no such consent of the Administrative Agent shall be
unreasonably withheld;

(ii) no such consent by the Administrative Agent shall be
required in the case of any assignment to another Bank;

(iii) except to the extent the Administrative Agent shall
otherwise consent, any such partial assignment (other than to another
Bank) shall be in an amount at least equal to $5,000,000;

(vi) each such assignment by a Bank of any of its Loans, Notes or
Commitments shall be made in such manner so that the same portion of
its Loans, Notes and Commitments of each Class is assigned to the
respective assignee; and

(v) upon each such assignment, the assignor and assignee shall
deliver to the Company and the Administrative Agent a Notice of
Assignment in substantially the form of Exhibit F hereto.

Upon execution and delivery by the assignor and the assignee to the Company and
the Administrative Agent of such Notice of Assignment, and upon consent thereto
by the Company and the Administrative Agent to the extent required above, the
assignee shall have, to the extent of such assignment (unless otherwise
consented to by the Company and the Administrative Agent), the obligations,
rights and benefits of a Bank hereunder holding the Commitment(s) and Loans (or
portions thereof) assigned to it and specified in such Notice of Assignment (in
addition to the Commitment(s) and Loans, if any, theretofore held by such
assignee) and the assigning Bank shall, to the extent of such

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assignment, be released from the Commitment(s) (or portion(s) thereof) so
assigned. Upon each such assignment the assigning Bank shall pay the
Administrative Agent an assignment fee of $3,000.

(c) A Bank may sell or agree to sell to one or more other
Persons (each a "Participant") a participation in all or any part of any Loans
held by it, or in its Commitments, provided that such Participant shall not
have any rights or obligations under this Agreement or any Note or any other
Loan Document (the Participant's rights against such Bank in respect of such
participation to be those set forth in the agreements executed by such Bank in
favor of the Participant). All amounts payable by the Company to any Bank
under Section 5 hereof in respect of Loans held by it, and its Commitments,
shall be determined as if such Bank had not sold or agreed to sell any
participations in such Loans and Commitments, and as if such Bank were funding
each of such Loan and Commitments in the same way that it is funding the
portion of such Loan and Commitments in which no participations have been sold.
In no event shall a Bank that sells a participation agree with the Participant
to take or refrain from taking any action hereunder or under any other Loan
Document except that such Bank may agree with the Participant that it will not,
without the consent of the Participant, agree to (i) increase or extend the
term of such Bank's related Commitment, (ii) extend the date fixed for the
payment of principal of or interest on the related Loan or Loans or any portion
of any fee hereunder payable to the Participant, (iii) reduce the amount of any
such payment of principal, (iv) reduce the rate at which interest is payable
thereon, or any fee hereunder payable to the Participant, to a level below the
rate at which the Participant is entitled to receive such interest or fee or
(v) consent to any modification, supplement or waiver hereof or of any of the
other Loan Documents to the extent that the same, under Section 10.10 or 11.04
hereof, requires the consent of each Bank.

(d) In addition to the assignments and participations
permitted under the foregoing provisions of this Section 11.06, any Bank may
(without notice to the Company, the Administrative Agent or any other Bank and
without payment of any fee) (i) assign and pledge all or any portion of its
Loans and its Notes to any Federal Reserve Bank as collateral security pursuant
to Regulation A and any Operating Circular issued by such Federal Reserve Bank
and (ii) assign all or any portion of its rights under this Agreement and its
Loans and its Notes to an affiliate. No such assignment shall release the
assigning Bank from its obligations hereunder.

(e) A Bank may furnish any information concerning the Company
or any of its Subsidiaries in the possession of such Bank from time to time to
assignees and participants (including

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prospective assignees and participants), subject, however, to the provisions of
Section 11.12(b) hereof.

(f) Anything in this Section 11.06 to the contrary
notwithstanding, no Bank may assign or participate any interest in any Loan
held by it hereunder to the Company or any of its Affiliates or Subsidiaries
without the prior consent of each Bank.

(g) At the request of any Bank that is not a U.S. Person
and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, the
Company shall maintain, or cause to be maintained, a register (the "Register")
that at the request of the Company, shall be kept by the Agent on behalf of the
Company at no charge to the Company at the address to which notices to the
Agent are to be sent hereunder, on which it enters the name of any such Bank as
the registered owner of each Loan held by such a Bank (a "Registered Loan"). A
Registered Loan (and the Registered Note, if any, evidencing the same) may be
assigned or otherwise transferred in whole or in part only by registration of
such assignment or transfer on the Register (and each Registered Note shall
expressly so provide). Any assignment or transfer of all or part of such Loan
(and the Registered Note, if any, evidencing the same) shall be effective only
upon registration of such assignment or transfer on the Register (together with
the surrender of the Registered Note, if any, evidencing the same duly endorsed
by (or accompanied by a written instrument of assignment or transfer duly
executed by) the Registered Holder of such Registered Note, whereupon, at the
request of the designated assignee(s) or transferee(s), one or more new
Registered Notes in the same aggregate principal amount shall be issued to the
designated assignee(s) or transferee(s)). Prior to the registration of
assignment or transfer of any Registered Loan (and the Registered Note, if any,
evidencing the same), the Company and the Agent shall treat the Person in whose
name such Loan (and the Registered Note, if any, evidencing the same) is
registered as the owner thereof for the purpose of receiving all payments
thereon and for all other purposes, notwithstanding notice to the contrary. A
Registered Loan may not be de-registered or otherwise exchanged for a Loan that
is not a Registered Loan. The Register shall be available for inspection by
the Company and any Bank at any reasonable time upon reasonable prior notice.

11.07 Survival. The obligations of the Company under
Sections 5.01, 5.05, 5.06 and 11.03 hereof, and the obligations of the Banks
under Section 10.05 hereof, shall survive the repayment of the Loans and the
termination of the Commitments and, in the case of any Bank that may assign any
interest in its Commitments or Loans hereunder, shall survive the making of
such assignment, notwithstanding that such assigning Bank may cease to be a
"Bank" hereunder. In addition, each representation and

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warranty made, or deemed to be made by a notice of any Loan, herein or pursuant
hereto shall survive the making of such representation and warranty, and no
Bank shall be deemed to have waived, by reason of making any Loan, any Default
that may arise by reason of such representation or warranty proving to have
been false or misleading, notwithstanding that such Bank or the Administrative
Agent may have had notice or knowledge or reason to believe that such
representation or warranty was false or misleading at the time such Loan was
made.

11.08 Captions. The table of contents and captions and
section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

11.09 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.

11.10 Governing Law; Submission to Jurisdiction. This
Agreement and the Notes shall be governed by, and construed in accordance with,
the law of the State of New York. The Company hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of the Supreme Court of the State of New York sitting
in New York County (including its Appellate Division), and of any other
appellate court in the State of New York, for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Company hereby irrevocably waives, to the fullest
extent permitted by applicable law, any objection that it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.

11.11 Waiver of Jury Trial. EACH OF THE COMPANY, THE
ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

11.12 Treatment of Certain Information; Confidentiality.

(a) The Company acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Company or one or more of its Subsidiaries (in connection with this
Agreement or otherwise) by any Bank or by one or more subsidiaries or
affiliates of such

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Bank and the Company hereby authorizes each Bank to share any information
delivered to such Bank by the Company and its Subsidiaries pursuant to this
Agreement, or in connection with the decision of such Bank to enter into this
Agreement, to any such subsidiary or affiliate, it being understood that any
such subsidiary or affiliate receiving such information shall be bound by the
provisions of paragraph (b) below as if it were a Bank hereunder. Such
authorization shall survive the repayment of the Loans and the termination of
the Commitments.

(b) Each Bank and the Administrative Agent agrees (on behalf
of itself and each of its affiliates, directors, officers, employees and
representatives) to use reasonable precautions to keep confidential, in
accordance with their customary procedures for handling confidential
information of the same nature and in accordance with safe and sound banking
practices, any non-public information supplied to it by the Company pursuant to
this Agreement that is identified by the Company as being confidential at the
time the same is delivered to the Banks or the Administrative Agent, provided
that nothing herein shall limit the disclosure of any such information (i)
after such information shall have become public (other than through a violation
of this Section 11.12), (ii) to the extent required by statute, rule,
regulation or judicial process, (iii) to counsel for any of the Banks or the
Administrative Agent, (iv) to bank examiners (or any other regulatory authority
having jurisdiction over any Bank or the Administrative Agent), or to the
auditors or accountants of such Bank, (v) to the Administrative Agent or any
other Bank (or to Chase Securities, Inc.), (vi) in connection with any
litigation to which any one or more of the Banks or the Administrative Agent is
a party, or in connection with the enforcement of rights or remedies hereunder
or under any other Loan Document, (vii) to a subsidiary or affiliate of such
Bank as provided in paragraph (a) above or (viii) to any assignee or
participant (or prospective assignee or participant) so long as such assignee
or participant (or prospective assignee or participant) first executes and
delivers to the respective Bank a Confidentiality Agreement substantially in
the form of Exhibit E hereto (or executes and delivers to such Bank an
acknowledgement to the effect that it is bound by the provisions of this
Section 11.12(b), which acknowledgement may be included as part of the
respective assignment or participation agreement pursuant to which such
assignee or participant acquires an interest in the Loans hereunder). The
obligations of any assignee that has executed a Confidentiality Agreement in
the form of Exhibit E hereto shall be superseded by this Section 11.12 upon the
date upon which such assignee becomes a Bank hereunder pursuant to Section
11.06(b) hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first above
written.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
--------------------------------------
Title:

Address for Notices:

00000 Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000

Attention: Xxxxxx X. Xxxxxx,
Executive Vice President
and General Counsel

Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000

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- 85 -

BANKS

Revolving Credit Commitment THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
$3,714,285.72

Term Loan Commitment
By /s/ Xxxxxx X. Xxxxxx
--------------------------------------
$6,285,714.28 Title:

Lending Office for all Loans:

The Chase Manhattan Bank
(National Association)
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Address for Notices:

The Chase Manhattan Bank
(National Association)
0 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000

Attention: New York Agency

Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Telex No.: 6720516
(Answerback: CMBNYAUW)

Credit Agreement
90
- 86 -

Revolving Credit Commitment IMPERIAL BANK

$3,714,285.72

Term Loan Commitment
By /s/ Xxxx Xxxxxx
--------------------------------------
$6,285,714.28 Title:

Lending Office for Base Rate Loans:

Imperial Bank
Santa Xxxxx Valley
Regional Office #1700
000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000

Lending Office for Loans other than Base
Rate Loans:

Address for Notices:

Imperial Bank
000 Xxxxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000

Attention: Xxxx Xxxxxx
Vice President

Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000

Credit Agreement
91
- 87 -

Revolving Credit Commitment SANWA BANK CALIFORNIA

$3,714,285.72

Term Loan Commitment
By /s/ Xxxx X. Xxxxx
--------------------------------------
$6,285,714.28 Title:

Lending Office for all Loans:

Sanwa Bank California
Insurance & Financial Services,
LA CBC
000 X. Xxxxxxxx Xx., X0-0
Xxx Xxxxxxx, XX 00000

Address for Notices:

Sanwa Bank California
Insurance & Financial Services,
LA CBC
000 X. Xxxxxxxx Xx., X0-0
Xxx Xxxxxxx, XX 00000

Attention: Xx. Xxxx X. Xxxxx

Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000

Credit Agreement
92
- 88 -

Revolving Credit Commitment FIRST INTERSTATE BANK

$1,857,142.84

Term Loan Commitment
By /s/ Xxxxx X. Xxxxxxx
--------------------------------------
$3,142,857.16 Title:

Lending Office for Base Rate Loans:

First Interstate Bank
5000 Birch, Suite 10,000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000

Lending Office for Loans other than Base
Rate Loans:

First Interstate Bank
5000 Birch, Suite 10,000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000

Address for Notices:

(U.S. Mail)
First Interstate Bank of California
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000-0000

(Courier)
First Interstate Bank of California
00000 XX Xxxxxx Xx., Xxxx. 00
Xxxxxxxxx, Xxxxxx 00000

Attention: Special Loan Processing

Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000

Credit Agreement
93
- 89 -

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Administrative Agent

By /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Title:

Address for Notices to
Chase as Administrative Agent:

The Chase Manhattan Bank
(National Association)
0 Xxxxx Xxxxxxxxx Xxxxxx-00xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000

Attention: New York Agency
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000

Credit Agreement
94
SCHEDULE I

Material Agreements and Liens

Part A - Material Agreements

Fidelity National Financial, Inc.*
$12,000,000 Revolving Line of Credit Note to Imperial Bank
($12,000,000 Outstanding at June 30, 1995)

Fidelity National Financial, Inc.*
$7,500,000 Senior Secured Notes Due 1998 and 2000 Held by Fidelity National
Title Insurance Company of Pennsylvania
$7,500,000 Outstanding at June 30, 1995

Fidelity National Financial, Inc.
$235,750,000 Principal Amount at Maturity
Liquid Yield Option Notes Due 2009
(Zero Coupon - Subordinated)
Outstanding at June 30, 1995: $187,750,000 Principal Amount at Maturity

Fidelity Asset Management, Inc.
Revolving Line of Credit Note to Imperial Bank
($1,154,300.04 Outstanding at June 30, 1995)

Fidelity Asset Management, Inc.
Fleet Credit Corporation Notes
Note 1 - $10,134,939.93 Due 1997 $7,715,357.87 Outstanding at June 30, 1995
Note 2 - $10,127,141.00 Due 1998 $8,354,033.48 Outstanding at June 30, 1995
Note 3 - $ 4,938,337.00 Due 1999 $4,938,337.00 Outstanding at June 30, 1995

Acquisition Agreement By and Among Fidelity National Financial, Inc. and
Nations Holding Group, Inc. and its Wholly-Owned Subsidiary Nations Title Inc.

* To be paid off on the closing date.

Part B - Liens

Intercreditor Agreement**
Dated As of March 1, 1993 Among Imperial Bank, Massachusetts Mutual Life
Insurance Company, The Canada Life Assurance Company and Canada Life Insurance
Company of America.

General Security Agreement - Interest in Furniture, Fixtures and Equipment
Granted to Imperial Bank Executed by Fidelity Asset Management, Inc. Securing
Revolving Line of Credit.

Master Security Agreement - Interest in Furniture, Fixtures and Equipment
Granted to Fleet Credit Corporation Executed by Fidelity Asset Management, Inc.
Securing Notes.

Deposit Escrow Agreement by and among Fidelity National Financial, Inc.,
Nations Holding Group and Imperial Bank as Agent, $3,000,000 placed in escrow.

** To be terminated on the closing date.

Schedule I

95
SCHEDULE II

Environmental Matters

None

Schedule II

96
SCHEDULE III

Subsidiaries

I. Manchester Development Corporation, a California corporation
d/b/a Orion Realty Group

A. Kensington Development Corporation, a California corporation, owned
90%; see III.H.3. below

II. Rocky Mountain Aviation, Inc., an Arizona corporation

*III. Fidelity National Title Insurance Company, an Arizona corporation, owned
99.9%; material subsidiary:

A. Fidelity National Title Agency, Inc., an Arizona corporation
B. Republic Title Insurance Agency, Inc., an Arizona corporation
(inactive)
C. Fidelity National Title Company of El Paso, a Texas corporation
D. Western American Exchange Corporation, a California corporation
E. Fidelity National Title Agency of Pinal County, Inc., an Arizona
corporation
*F. Fidelity National Title Insurance Company of Tennessee, a Tennessee
corporation; material subsidiary:

1. Title Services, Inc., a Tennessee corporation

G. Southern Title Holding Company, a Texas corporation (inactive)
*H. Fidelity National Title Insurance Company of California, a
California corporation; material subsidiary:

1. Fidelity National Title Insurance Company of Oregon, an Oregon
corporation
2. Western Financial Trust Company, a California corporation
3. Kensington Development Corporation, a California corporation,
owned 10%; see I.A. above
4. Fidelity National Title Company of Northern California, a
California corporation

I. Fidelity National Title Agency of Nevada, Inc., a Nevada corporation
J. Title Insurance Policy Co. of Pinal County, an Arizona corporation
K. Pacific American Property Exchange Corporation, a California
corporation (inactive)
L. UTC Capital Group, Inc. a Texas corporation; subsidiaries:

97
1. Dallas-Fidelity National Title Agency, Inc. a Texas
corporation d/b/a Fidelity National Title Agency, Inc.
2. LRT Record Services, Inc., a Texas corporation d/b/a Land
Records of Texas

M. Fidelity National Tax Service, a California corporation
N. Fidelity National Title Company of California, a California
corporation

*IV. Fidelity National Title Insurance Company of Pennsylvania, a
Pennsylvania corporation, owned 99.9%; subsidiaries:

*A. American Title Insurance Company, a Florida corporation, material;
subsidiaries:

1. Amtitle Company, a California corporation (inactive)
2. GulfStream Title Company of Miami, a Florida corporation
(inactive)
3. Settlement Network of Pennsylvania, a Pennsylvania corporation
(inactive)
4. American Title and Abstract Company, a Florida corporation
(inactive)
5. Miami Title and Abstract Company, a Florida corporation
(inactive)

B. National Title Insurance Services, Inc., a North Carolina
corporation (inactive)
C. Network Title Insurance Agencies of Florida, Inc. a Florida
corporation (inactive)

V. Western Pacific Property and Casualty Agency, Inc., an Arizona
corporation

VI. Lake Mortgage Corporation, an Arizona corporation (inactive)

VII. FNTIC Properties, a California corporation

VIII. Rocky Mountain Printing Services, Inc. a California corporation

*IX. Fidelity Asset Management, Inc., a California corporation; material

X. Fidelity Participations, Inc., an Arizona corporation

XI. Nationwide Recording Service, a California corporation

XII. Cal West Service Corporation, a California corporation

*XIII. Fidelity National Title Insurance Company of New York, a New York
corporation; material

XIV. Agency Sales and Posting, Inc., a California corporation; material

XV. Arizona Sales and Posting, Inc., an Arizona corporation

98
XVI. Pente Enterprises, Inc., a California corporation

XVII. Rocky Mountain Support Services, Inc., an Arizona corporation;
subsidiary:

A. ACS Systems, Inc., a California corporation

XVIII. Fidelity National Title Company of Washington, a Washington corporation

XIX. Fidelity National Control Services, Inc., a California corporation

XX. Butte County Title Company, a California corporation

XXI. Southern California Title Company, a California corporation

XXII. Fidelity National Title Insurance Agency of Coconino, Inc., an Arizona
corporation

* Material Subsidiary

ALL SUBSIDIARIES ARE 100% OWNED BY PARENT LISTED UNLESS OTHERWISE NOTED.

SCHEDULE III

Investments in Real Estate, Joint Ventures and Partnerships
As of June 30, 1995

Commercial Partnerships &
Land Buildings Joint Ventures Total
--------- ---------- --------------- ----------

Governor Park 2,885,483 4,449,652 7,335,135
Investment in
Partnerships and JV (5,066) (5,066)
Longhorn 283,724 283,724
Alexasis 40,046 40,046
Del Rio 2,959,524 2,959,524
Xxxxx-LMC 95 &
LMC 98 200,000 200,000
Wilmac 695,543 695,543
Goodyear 706,184 706,184
--------- --------- ---------- ----------
Subtotal 3,085,483 7,409,176 1,720,431 12,215,090
Reserve (750,000) (2,250,000) (3,000,000)
--------- --------- ---------- ----------
3,085,483 6,659,176 (529,569) 9,215,090
========= ========= ========== ==========

Schedule III

100
SCHEDULE IV

Insurance Licenses

STATE LICENSED ATIC-FL FNTIC-AZ FNTIC-CA FNTIC-PA FNTIC-TN FNTIC-NY TOTALS
----- -------- ------- -------- -------- -------- -------- -------- ------

NAIC NUMBER 50075 51586 50903 50393 50253 51071
FEDERAL ID # 00-0000000 00-0000000 00-0000000 00-0000000 00-0000000 00-0000000
1 ALABAMA (AL) YES YES YES YES 3
2 ALASKA (AK) YES YES 1
3 ARIZONA (AZ) YES YES YES 2
4 ARKANSAS (AR) YES YES YES 2
5 CALIFORNIA (CA) YES YES YES YES 3
6 COLORADO (CO) YES YES YES 2
7 CONNECTICUT (CT) YES YES YES 2
8 DELAWARE (DE) YES YES YES YES 3
9 FLORIDA (FL) YES YES YES YES YES 4
10 GEORGIA (GA) YES YES YES YES 3
11 HAWAII (HI) YES YES YES 2
12 IDAHO (ID) YES YES 1
13 ILLINOIS (IL) YES YES YES 2
14 INDIANA (IN) YES YES YES 2
15 IOWA (IA) N/A 0
16 KANSAS (KS) YES YES(1) 1
17 KENTUCKY (KY) YES YES YES YES YES 4
00 XXXXXXXXX (XX) YES YES YES 2
19 MAINE (ME) YES YES YES 2
20 MARYLAND (MD) YES YES YES YES 3
21 MASSACHUSETTS (MA) YES YES YES 2
22 MICHIGAN (MI) YES YES(1) YES 2
23 MINNESOTA (MN) YES YES(2) YES 2
24 MISSISSIPPI (MS) YES YES YES 2
25 MISSOURI (MO) YES YES YES 2
26 MONTANA (MT) YES YES YES 2
27 NEBRASKA (NE) YES YES YES 2
28 NEVADA (NV) YES YES YES 2
29 NEW HAMPSHIRE (NH) YES YES YES 2
30 NEW JERSEY (NJ) YES YES YES YES 3
31 NEW MEXICO (NM) YES YES YES 2
32 NEW YORK (NY) YES YES(1) YES YES 3
33 NORTH CAROLINA (NC) YES YES(1) YES YES YES 4
34 NORTH DAKOTA (ND) YES YES YES 2
35 OHIO (OH) YES YES YES YES YES 4
36 OKLAHOMA (OK) YES YES YES 2
37 OREGON (OR) YES YES 1
38 PENNSYLVANIA (PA) YES YES YES YES YES 4
39 RHODE ISLAND (RI) YES YES YES YES 3
40 SOUTH CAROLINA (SC) YES YES(1) YES YES 3
41 SOUTH DAKOTA (SD) YES YES YES 2
42 TENNESSEE (TN) YES YES YES YES 3
43 TEXAS (TX) YES YES YES YES 3
44 UTAH (UT) YES YES YES YES 3
45 VERMONT (VT) YES YES YES 2
46 VIRGINIA (VA) YES YES YES YES YES 4
00 XXXXXXXXXX (XX) YES YES 1
48 WEST VIRGINIA (WV) YES YES YES YES YES 4
49 WISCONSIN (WI) YES YES YES 2
50 WYOMING (WY) YES YES YES 2
---- ---- ---- ---- ---- ---- ---- ----
TOTAL STATES 49 45 20 2 13 13 26 N/A
==== ==== ==== ==== ==== ==== ==== ====

POSSESSIONS LICENSED ATIC-FL FNTIC-AZ FNTIC-CA FNTIC-PA FNTIC-TN FNTIC-NY TOTALS
----------- -------- ------- -------- -------- -------- -------- -------- ------

00 XXXXXXXX XX XXXXXXXX (DC) YES YES YES YES YES 4
52 PUERTO RICO (PR) YES YES YES 2
53 VIRGIN ISLANDS (VI) YES YES YES YES 3
54 BAHAMA ISLANDS (BI) YES YES 1
55 BRITISH WEST INDIES NO 0
TOTAL POSSESSIONS 4 3 0 0 2 1 4 N/A
---- ---- ---- ---- ---- ---- ---- ----
TOTAL STATES & POSSESSIONS 53 48 20 2 15 14 30 N/A
==== ==== ==== ==== ==== ==== ==== ====

(1) Licensed in State, no new business being written as a result of surplus
constraints.
(2) Licensed in State, no new business being written, Cease and Desist order
issued by State.

Schedule IV

101
SCHEDULE V

TAX MATTERS

Fidelity National Title Insurance Company
Form SS-10 Consent to Extend the Time to Assess Employment Taxes

The amount of taxes due from the taxpayer under:

(a) The Federal Unemployment Tax Act, for calendar years
ending December 31, 1991 and December 31, 1992
----------------------------------------------

(b) The Federal Insurance Contributions Act, for tax periods
from January 1, 1990 through December 31, 1992
--------------- -----------------

(c) The income tax withholding provisions of existing or prior revenue
laws, for tax periods from January 1, 1990 through December 31, 1992
--------------- -----------------

(d) The Railroad Retirement Tax Act, for tax periods
from through
-------------------------- --------------------------

plus any applicable additions to the tax, may be assessed at any time on or
before December 31, 1996.
------------------
(Expiration date)

Fidelity National Financial, Inc. and Subsidiaries
Form 872 Consent to Extend the Time to Assess Tax

The amount of any Federal Income tax due on any return(s) made by or
for the above taxpayer(s) for the period(s) ended December 31, 1990, December
31, 1991 and December 31, 1992 may be assessed at any time on or before
December 31, 1996. However, if a notice of deficiency in tax for any such
------------------
(Expiration date)

period(s) is sent to the taxpayer(s) on or before that date, then the time for
assessing the tax will be further extended by the number of days the assessment
was previously prohibited, plus 60 days.

Schedule V
102
EXHIBIT A-1

PROMISSORY NOTE

$3,714,285.72 September 21, 0000
Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby promises to pay to THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Bank"), for account of its
respective Applicable Lending Offices provided for by the Credit Agreement
referred to below, at the principal office of The Chase Manhattan Bank
(National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
the principal sum of THREE MILLION SEVEN HUNDRED FOURTEEN THOUSAND TWO HUNDRED
EIGHTY-FIVE DOLLARS AND SEVENTY-TWO CENTS (or such lesser amount as shall equal
the aggregate unpaid principal amount of the Revolving Credit Loans made by the
Bank to the Company under the Credit Agreement), in lawful money of the United
States of America and in immediately available funds, on the dates and in the
principal amounts provided in the Credit Agreement, and to pay interest on the
unpaid principal amount of each such Revolving Credit Loan, at such office, in
like money and funds, for the period commencing on the date of such Revolving
Credit Loan until such Revolving Credit Loan shall be paid in full, at the
rates per annum and on the dates provided in the Credit Agreement.

The date, amount, Type, interest rate and duration of Interest
Period (if applicable) of each Revolving Credit Loan made by the Bank to the
Company, and each payment made on account of the principal thereof, shall be
recorded by the Bank on its books and, prior to any transfer of this Note,
endorsed by the Bank on the schedule attached hereto or any continuation
thereof, provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Company to make a payment
when due of any amount owing under the Credit Agreement or hereunder in respect
of the Revolving Credit Loans made by the Bank.

This Note is one of the Revolving Credit Notes referred to
in the Credit Agreement dated as of September 21, 1995 (as modified and
supplemented and in effect from time to time, the "Credit Agreement") between
the Company, the lenders party thereto (including the Bank) and The Chase
Manhattan Bank (National Association), as Administrative Agent, and evidences
Revolving Credit Loans made by the Bank thereunder. Terms used but not
defined in this Note have the respective meanings assigned to them in the
Credit Agreement.

Revolving Credit Note
103

- 2 -

The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events and for prepayments
of Loans upon the terms and conditions specified therein.

Except as permitted by Section 11.06 of the Credit Agreement,
this Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance
with, the law of the State of New York.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Executive Vice President
Chief Financial Officer

Revolving Credit Note
104

SCHEDULE OF REVOLVING CREDIT LOANS

This Note evidences Revolving Credit Loans made, Continued or
Converted under the within-described Credit Agreement to the Company, on the
dates, in the principal amounts, of the Types, bearing interest at the rates
and having Interest Periods (if applicable) of the durations set forth below,
subject to the payments, Continuations, Conversions and prepayments of
principal set forth below:

Amount
Date Prin- Paid,
Made, cipal Duration Prepaid, Unpaid
Continued Amount Type of Continued Prin-
or of of Interest Interest or cipal Notation
Converted Loan Loan Rate Period Converted Amount Made by
--------- ------ ---- -------- -------- --------- ------ --------

Revolving Credit Note
105

PROMISSORY NOTE

$3,714,285.72 September 21, 0000
Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby promises to pay to SANWA BANK
CALIFORNIA (the "Bank"), for account of its respective Applicable Lending
Offices provided for by the Credit Agreement referred to below, at the
principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx
Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the principal sum of THREE MILLION
SEVEN HUNDRED FOURTEEN THOUSAND TWO HUNDRED EIGHTY-FIVE DOLLARS AND SEVENTY-TWO
CENTS (or such lesser amount as shall equal the aggregate unpaid principal
amount of the Revolving Credit Loans made by the Bank to the Company under the
Credit Agreement), in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each such Revolving Credit Loan, at such office, in like money and funds, for
the period commencing on the date of such Revolving Credit Loan until such
Revolving Credit Loan shall be paid in full, at the rates per annum and on the
dates provided in the Credit Agreement.

This Note is one of the Revolving Credit Notes referred to in
the Credit Agreement dated as of September 21, 1995 (as modified and
supplemented and in effect from time to time, the "Credit Agreement") between
the Company, the lenders party thereto (including the Bank) and The Chase
Manhattan Bank (National Association), as Administrative Agent, and evidences
Revolving Credit Loans made by the Bank thereunder. Terms used but not
defined in this Note have the respective meanings assigned to them in the
Credit Agreement.

The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events

Revolving Credit Note
106

- 2 -

and for prepayments of Loans upon the terms and conditions specified therein.

Except as permitted by Section 11.06 of the Credit Agreement,
this Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance
with, the law of the State of New York.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Executive Vice President
Chief Financial Officer

Revolving Credit Note
107

SCHEDULE OF REVOLVING CREDIT LOANS

Revolving Credit Note
108

PROMISSORY NOTE

$3,714,285.72 September 21, 0000
Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby promises to pay to IMPERIAL BANK
(the "Bank"), for account of its respective Applicable Lending Offices
provided for by the Credit Agreement referred to below, at the principal
office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the principal sum of THREE MILLION SEVEN
HUNDRED FOURTEEN THOUSAND TWO HUNDRED EIGHTY-FIVE DOLLARS AND SEVENTY-TWO
CENTS (or such lesser amount as shall equal the aggregate unpaid principal
amount of the Revolving Credit Loans made by the Bank to the Company under the
Credit Agreement), in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each such Revolving Credit Loan, at such office, in like money and funds, for
the period commencing on the date of such Revolving Credit Loan until such
Revolving Credit Loan shall be paid in full, at the rates per annum and on the
dates provided in the Credit Agreement.

This Note is one of the Revolving Credit Notes referred to in
the Credit Agreement dated as of September 21, 1995 (as modified and
supplemented and in effect from time to time, the "Credit Agreement") between
the Company, the lenders party thereto (including the Bank) and The Chase
Manhattan Bank (National Association), as Administrative Agent, and evidences
Revolving Credit Loans made by the Bank thereunder. Terms used but not
defined in this Note have the respective meanings assigned to them in the
Credit Agreement.

The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events

Revolving Credit Note
109

- 2 -

and for prepayments of Loans upon the terms and conditions specified therein.

Except as permitted by Section 11.06 of the Credit Agreement,
this Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance
with, the law of the State of New York.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Executive Vice President
Chief Financial Officer

Revolving Credit Note
110

SCHEDULE OF REVOLVING CREDIT LOANS

Revolving Credit Note
111

PROMISSORY NOTE

$1,857,142.84 September 21, 0000
Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby promises to pay to FIRST
INTERSTATE BANK OF CALIFORNIA (the "Bank"), for account of its respective
Applicable Lending Offices provided for by the Credit Agreement referred to
below, at the principal office of The Chase Manhattan Bank (National
Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the
principal sum of ONE MILLION EIGHT HUNDRED FIFTY-SEVEN THOUSAND ONE HUNDRED
FORTY-TWO DOLLARS AND EIGHTY-FOUR CENTS (or such lesser amount as shall equal
the aggregate unpaid principal amount of the Revolving Credit Loans made by the
Bank to the Company under the Credit Agreement), in lawful money of the United
States of America and in immediately available funds, on the dates and in the
principal amounts provided in the Credit Agreement, and to pay interest on the
unpaid principal amount of each such Revolving Credit Loan, at such office, in
like money and funds, for the period commencing on the date of such Revolving
Credit Loan until such Revolving Credit Loan shall be paid in full, at the
rates per annum and on the dates provided in the Credit Agreement.

This Note is one of the Revolving Credit Notes referred to in
the Credit Agreement dated as of September 21, 1995 (as modified and
supplemented and in effect from time to time, the "Credit Agreement") between
the Company, the lenders party thereto (including the Bank) and The Chase
Manhattan Bank (National Association), as Administrative Agent, and evidences
Revolving Credit Loans made by the Bank thereunder. Terms used but not
defined in this Note have the respective meanings assigned to them in the
Credit Agreement.

The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events

Revolving Credit Note
112

- 2 -

and for prepayments of Loans upon the terms and conditions specified therein.

Except as permitted by Section 11.06 of the Credit Agreement,
this Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance
with, the law of the State of New York.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Executive Vice President
Chief Financial Officer

Revolving Credit Note
113

SCHEDULE OF REVOLVING CREDIT LOANS

Revolving Credit Note
114
EXHIBIT A-2

PROMISSORY NOTE

$6,285,714.28 September 21, 0000
Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby promises to pay to THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Bank"), for account of its
respective Applicable Lending Offices provided for by the Credit Agreement
referred to below, at the principal office of The Chase Manhattan Bank
(National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
the principal sum of SIX MILLION TWO HUNDRED EIGHTY-FIVE THOUSAND SEVEN
HUNDRED FOURTEEN DOLLARS AND TWENTY-EIGHT CENTS (or such lesser amount as shall
equal the aggregate unpaid principal amount of the Term Loans made by the Bank
to the Company under the Credit Agreement), in lawful money of the United
States of America and in immediately available funds, on the dates and in the
principal amounts provided in the Credit Agreement, and to pay interest on the
unpaid principal amount of each such Term Loan, at such office, in like money
and funds, for the period commencing on the date of such Term Loan until such
Term Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.

The date, amount, Type, interest rate and duration of Interest
Period (if applicable) of each Term Loan made by the Bank to the Company, and
each payment made on account of the principal thereof, shall be recorded by the
Bank on its books and, prior to any transfer of this Note, endorsed by the Bank
on the schedule attached hereto or any continuation thereof, provided that the
failure of the Bank to make any such recordation or endorsement shall not
affect the obligations of the Company to make a payment when due of any amount
owing under the Credit Agreement or hereunder in respect of the Term Loans made
by the Bank.

This Note is one of the Term Loan Notes referred to in the
Credit Agreement dated as of September 21, 1995 (as modified and supplemented
and in effect from time to time, the "Credit Agreement") between the Company,
the lenders party thereto (including the Bank) and The Chase Manhattan Bank
(National Association), as Administrative Agent, and evidences Term Loans
made by the Bank thereunder. Terms used but not defined in this Note have
the respective meanings assigned to them in the Credit Agreement.

The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events

Term Loan Note
115

- 2 -

and for prepayments of Term Loans upon the terms and conditions specified
therein.

Except as permitted by Section 11.06 of the Credit Agreement,
this Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance
with, the law of the State of New York.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Executive Vice President
Chief Financial Officer

Term Loan Note
116

SCHEDULE OF TERM LOANS

This Note evidences Term Loans made, Continued or Converted
under the within-described Credit Agreement to the Company, on the dates, in
the principal amounts, of the Types, bearing interest at the rates and having
Interest Periods (if applicable) of the durations set forth below, subject to
the payments, Continuations, Conversions and prepayments of principal set forth
below:

Term Loan Note
117

PROMISSORY NOTE

$6,285,714.28 September 21, 0000
Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby promises to pay to SANWA BANK
CALIFORNIA (the "Bank"), for account of its respective Applicable Lending
Offices provided for by the Credit Agreement referred to below, at the
principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx
Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the principal sum of SIX MILLION
TWO HUNDRED EIGHTY-FIVE THOUSAND SEVEN HUNDRED FOURTEEN DOLLARS AND
TWENTY-EIGHT CENTS (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Term Loans made by the Bank to the Company under the
Credit Agreement), in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each such Term Loan, at such office, in like money and funds, for the period
commencing on the date of such Term Loan until such Term Loan shall be paid in
full, at the rates per annum and on the dates provided in the Credit Agreement.

The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events

Term Loan Note
118

- 2 -

and for prepayments of Term Loans upon the terms and conditions specified
therein.

Except as permitted by Section 11.06 of the Credit Agreement,
this Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance
with, the law of the State of New York.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Executive Vice President
Chief Financial Officer

Term Loan Note
119

SCHEDULE OF TERM LOANS

Term Loan Note
120

PROMISSORY NOTE

$6,285,714.28 September 21, 0000
Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby promises to pay to IMPERIAL BANK
(the "Bank"), for account of its respective Applicable Lending Offices
provided for by the Credit Agreement referred to below, at the principal
office of The Chase Manhattan Bank (National Association) at 0 Xxxxx
Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the principal sum of SIX MILLION
TWO HUNDRED EIGHTY-FIVE THOUSAND SEVEN HUNDRED FOURTEEN DOLLARS AND
TWENTY-EIGHT CENTS (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Term Loans made by the Bank to the Company under the
Credit Agreement), in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each such Term Loan, at such office, in like money and funds, for the period
commencing on the date of such Term Loan until such Term Loan shall be paid in
full, at the rates per annum and on the dates provided in the Credit Agreement.

The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events

Term Loan Note
121

- 2 -

and for prepayments of Term Loans upon the terms and conditions specified
therein.

Except as permitted by Section 11.06 of the Credit Agreement,
this Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance
with, the law of the State of New York.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Executive Vice President
Chief Financial Officer

Term Loan Note
122

SCHEDULE OF TERM LOANS

Term Loan Note
123

PROMISSORY NOTE

$3,142,857.16 September 21, 0000
Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, FIDELITY NATIONAL FINANCIAL, INC., a
Delaware corporation (the "Company"), hereby promises to pay to FIRST
INTERSTATE BANK OF CALIFORNIA (the "Bank"), for account of its respective
Applicable Lending Offices provided for by the Credit Agreement referred to
below, at the principal office of The Chase Manhattan Bank (National
Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the
principal sum of THREE MILLION ONE HUNDRED FORTY-TWO THOUSAND EIGHT HUNDRED
FIFTY-SEVEN DOLLARS AND SIXTEEN CENTS (or such lesser amount as shall equal
the aggregate unpaid principal amount of the Term Loans made by the Bank
to the Company under the Credit Agreement), in lawful money of the United
States of America and in immediately available funds, on the dates and in the
principal amounts provided in the Credit Agreement, and to pay interest on the
unpaid principal amount of each such Term Loan, at such office, in like money
and funds, for the period commencing on the date of such Term Loan until such
Term Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.

This Note is one of the Term Loan Notes referred to in the
Credit Agreement dated as of September 21, 1995 (as modified and supplemented
and in effect from time to time, the "Credit Agreement") between the Company,
the lenders party thereto (including the Bank) and The Chase Manhattan Bank
(National Association), as Administrative Agent, and evidences Term Loans
made by the Bank thereunder. Terms used but not defined in this Note have the
respective meanings assigned to them in the Credit Agreement.

The Credit Agreement provides for the acceleration of the
maturity of this Note upon the occurrence of certain events

Term Loan Note
124

- 2 -

and for prepayments of Term Loans upon the terms and conditions specified
therein.

Except as permitted by Section 11.06 of the Credit Agreement,
this Note may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance
with, the law of the State of New York.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
-------------------------------
Title: Executive Vice President
Chief Financial Officer

Term Loan Note
125

SCHEDULE OF TERM LOANS

Term Loan Note
126

EXHIBIT B

PLEDGE AGREEMENT

PLEDGE AGREEMENT dated as of September 21, 1995 between
FIDELITY NATIONAL FINANCIAL, INC., a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Company"); and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION), as administrative agent for the lenders
or other financial institutions or entities party, as lenders, to the Credit
Agreement referred to below (in such capacity, together with its successors in
such capacity, the "Administrative Agent").

The Company, certain lenders and the Administrative Agent are
parties to a Credit Agreement dated as of September 21, 1995 (as modified and
supplemented and in effect from time to time, the "Credit Agreement"),
providing, subject to the terms and conditions thereof, for loans to be made by
said lenders to the Company in an aggregate principal amount not exceeding
$35,000,000. In addition, the Company may from time to time be obligated to
one or more of said lenders in respect of indebtedness under one or more
Interest Rate Protection Agreements (as defined in the Credit Agreement) as
contemplated by Section 8.13 of the Credit Agreement (such obligations being
herein referred to as "Interest Rate Protection Obligations").

To induce said lenders to enter into the Credit Agreement and
to extend credit thereunder and to extend credit to the Company that would
constitute Interest Rate Protection Obligations, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company has agreed to pledge and grant a security interest in
the Collateral (as hereinafter defined) as security for the Secured Obligations
(as so defined). Accordingly, the parties hereto agree as follows:

Section 1. Definitions. Terms defined in the Credit
Agreement are used herein as defined therein. In addition, as used herein:

"Collateral" shall have the meaning ascribed thereto in
Section 3 hereof.

"Existing Issuers" shall have the meaning ascribed thereto in
Section 3(a) hereof.

"Initial Pledged Shares" shall have the meaning ascribed
thereto in Section 3(a) hereof.

"Issuers" shall have the meaning ascribed thereto in Section
3(b) hereof.

Pledge Agreement

127
"Pledged Stock" shall have the meaning ascribed thereto in
Section 3(b) hereof.

"Secured Obligations" shall mean, collectively, (a) the
principal of and interest on the Loans made by the Banks to, and the
Note(s) held by each Bank of, the Company and all other amounts from
time to time owing to the Banks or the Administrative Agent by the
Company under the Loan Documents including, without limitation, all
interest thereon, (b) all amounts owing by the Company to one or more
of the Banks in respect of Interest Rate Protection Obligations and
(c) all obligations of the Company to the Banks and the Administrative
Agent hereunder.

"Uniform Commercial Code" shall mean the Uniform Commercial
Code as in effect from time to time in the State of New York.

Section 2. Representations and Warranties. The Company
represents and warrants to the Banks and the Administrative Agent that:

(a) The Company is the sole beneficial owner of the
Collateral and no Lien exists or will exist upon the Collateral at any
time (and no right or option to acquire the same exists in favor of
any other Person), except for Liens permitted under Section 8.06 of
the Credit Agreement and except for the pledge and security interest
in favor of the Administrative Agent for the benefit of the Banks
created or provided for herein, which pledge and security interest
constitute a first priority perfected pledge and security interest in
and to all of the Collateral.

(b) The Pledged Stock represented by the certificates
identified in Annex 1 hereto is, and all other Pledged Stock in which
the Company shall hereafter grant a security interest pursuant to
Section 3 hereof will be, duly authorized, validly existing, fully
paid and non-assessable and none of such Pledged Stock is or will be
subject to any contractual restriction, or any restriction under the
charter or by-laws of the respective Issuer of such Pledged Stock,
upon the transfer of such Pledged Stock (except for any such
restriction contained herein or in the Credit Agreement).

(c) The Pledged Stock represented by the certificates
identified in Annex 1 hereto constitutes all of the issued and
outstanding shares of capital stock of any class of the Issuers
beneficially owned by the Company on the date hereof (whether or not
registered in the name of the Company) and said Annex 1 correctly
identifies, as at the date hereof, the respective Issuers of such
Pledged Stock, the respective class and par value of the shares
comprising such Pledged Stock and the respective number of shares (and
registered owners thereof) represented by each such certificate.

Pledge Agreement

128
- 3 -

Section 3. The Pledge. As collateral security for the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Secured Obligations, the Company hereby pledges and grants to
the Administrative Agent, for the benefit of the Banks as hereinafter provided,
a security interest in all of the Company's right, title and interest in the
following property, whether now owned by the Company or hereafter acquired and
whether now existing or hereafter coming into existence (all being collectively
referred to herein as "Collateral"):

(a) the shares of common stock of the respective corporations
identified on Annex 1 hereto under the caption "Issuer" (each an
"Existing Issuer") represented by the certificates identified in Annex
1 hereto and all other shares of capital stock of whatever class of
the Existing Issuers, now or hereafter owned by the Company, in each
case together with the certificates evidencing the same (the "Initial
Pledged Shares");

(b) upon the consummation of the Nations Title Acquisition,
all shares of capital stock of Nations Title (together with the
Existing Issuers, the "Issuers") and all other shares of capital stock
of whatever class of Nations Title, now or hereafter owned by the
Company, together with the certificates evidencing the same (together
with the Initial Pledged Shares, the Pledged Stock");

(c) all shares, securities, moneys or property representing a
dividend on any of the Pledged Stock, or representing a distribution
or return of capital upon or in respect of the Pledged Stock, or
resulting from a split-up, revision, reclassification or other like
change of the Pledged Stock or otherwise received in exchange
therefor, and any subscription warrants, rights or options issued to
the holders of, or otherwise in respect of, the Pledged Stock;

(d) without affecting the obligations of the Company under
any provision prohibiting such action hereunder or under the Credit
Agreement, in the event of any consolidation or merger in which an
Issuer is not the surviving corporation, all shares of each class of
the capital stock of the successor corporation (unless such successor
corporation is the Company itself) formed by or resulting from such
consolidation or merger; and

(e) all proceeds of and to any of the property of the Company
described in the preceding clauses of this Section 3 (including,
without limitation, all causes of action, claims and warranties now or
hereafter held by the Company in

Pledge Agreement

129
- 4 -

respect of any of the items listed above) and, to the extent related
to any property described in said clauses or such proceeds, all books,
correspondence, credit files, records, invoices and other papers.

Section 4. Further Assurances; Remedies. In furtherance of
the grant of the pledge and security interest pursuant to Section 3 hereof, the
Company hereby agrees with each Bank and the Administrative Agent as follows:

4.01 Delivery and Other Perfection. The Company shall:

(a) if any of the shares, securities, moneys or property
required to be pledged by the Company under clauses (a), (b), (c) and
(d) of Section 3 hereof are received by the Company, forthwith either
(x) transfer and deliver to the Administrative Agent such shares or
securities so received by the Company (together with the certificates
for any such shares and securities duly endorsed in blank or
accompanied by undated stock powers duly executed in blank), all of
which thereafter shall be held by the Administrative Agent, pursuant
to the terms of this Agreement, as part of the Collateral or (y) take
such other action as the Administrative Agent shall deem necessary or
appropriate to duly record the Lien created hereunder in such shares,
securities, moneys or property in said clauses (a), (b) and (c);

(b) give, execute, deliver, file and/or record any financing
statement, notice, instrument, document, agreement or other papers
that may be necessary or desirable (in the judgment of the
Administrative Agent) to create, preserve, perfect or validate the
security interest granted pursuant hereto or to enable the
Administrative Agent to exercise and enforce its rights hereunder with
respect to such pledge and security interest, including, without
limitation, causing any or all of the Collateral to be transferred of
record into the name of the Administrative Agent or its nominee (and
the Administrative Agent agrees that if any Collateral is transferred
into its name or the name of its nominee, the Administrative Agent
will thereafter promptly give to the Company copies of any notices and
communications received by it with respect to the Collateral);

(c) keep, and cause the Issuers to keep, full and accurate
books and records relating to the Collateral, and stamp or otherwise
xxxx such books and records in such manner as the Administrative Agent
may reasonably require in

Pledge Agreement

130
- 5 -

order to reflect the security interests granted by this Agreement; and

(d) permit representatives of the Administrative Agent, upon
reasonable notice, at any time during normal business hours to inspect
and make abstracts from its books and records pertaining to the
Collateral, and permit representatives of the Administrative Agent to
be present at the Company's place of business to receive copies of all
communications and remittances relating to the Collateral, and forward
copies of any notices or communications received by the Company with
respect to the Collateral, all in such manner as the Administrative
Agent may require.

4.02 Other Financing Statements and Liens. Except as
otherwise permitted under Section 8.06 of the Credit Agreement, without the
prior written consent of the Administrative Agent (granted with the
authorization of the Banks as specified in Section 10.10 of the Credit
Agreement), the Company shall not file or suffer to be on file, or authorize or
permit to be filed or to be on file, in any jurisdiction, any financing
statement or like instrument with respect to the Collateral in which the
Administrative Agent is not named as the sole secured party for the benefit of
the Banks.

4.03 Preservation of Rights. The Administrative Agent shall
not be required to take steps necessary to preserve any rights against prior
parties to any of the Collateral.

4.04 Collateral.

(1) The Company will cause the Collateral to constitute at
all times 100% of the total number of shares of each class of capital stock of
each Issuer then outstanding.

(2) So long as no Event of Default shall have occurred and be
continuing, the Company shall have the right to exercise all voting, consensual
and other powers of ownership pertaining to the Collateral for all purposes not
inconsistent with the terms of this Agreement, the Credit Agreement, the Notes
or any other instrument or agreement referred to herein or therein, provided
that the Company agrees that it will not vote the Collateral in any manner that
is inconsistent with the terms of this Agreement, the Credit Agreement, the
Notes or any such other instrument or agreement; and the Administrative Agent
shall execute and deliver to the Company or cause to be executed and delivered
to the Company all such proxies, powers of attorney, dividend and other orders,
and all such instruments, without recourse, as the Company may reasonably
request for the purpose of enabling the Company to exercise the rights and
powers that it is entitled to exercise pursuant to this Section 4.04(2).

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131
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(3) Unless and until an Event of Default has occurred and is
continuing, the Company shall be entitled to receive and retain any dividends
on the Collateral paid in cash out of earned surplus.

(4) Subject to Section 4.06 hereof, if any Event of Default
shall have occurred, then so long as such Event of Default shall continue, and
whether or not the Administrative Agent or any Bank exercises any available
right to declare any Secured Obligation due and payable or seeks or pursues any
other relief or remedy available to it under applicable law or under this
Agreement, the Credit Agreement, the Notes or any other agreement relating to
such Secured Obligation, all dividends and other distributions on the
Collateral shall be paid directly to the Administrative Agent, subject to the
terms of this Agreement, and, if the Administrative Agent shall so request in
writing, the Company agrees to execute and deliver to the Administrative Agent
appropriate additional dividend, distribution and other orders and documents to
that end, provided that if such Event of Default is cured, any such dividend or
distribution theretofore paid to the Administrative Agent shall, upon request
of the Company (except to the extent theretofore applied to the Secured
Obligations), be returned by the Administrative Agent to the Company.

4.05 Events of Default, Etc. Subject to Section 4.06 hereof,
during the period during which an Event of Default shall have occurred and be
continuing:

(a) the Administrative Agent shall have all of the rights and
remedies with respect to the Collateral of a secured party under the
Uniform Commercial Code (whether or not said Code is in effect in the
jurisdiction where the rights and remedies are asserted) and such
additional rights and remedies to which a secured party is entitled
under the laws in effect in any jurisdiction where any rights and
remedies hereunder may be asserted, including, without limitation, the
right, to the maximum extent permitted by law, to exercise all voting,
consensual and other powers of ownership pertaining to the Collateral
as if the Administrative Agent were the sole and absolute owner
thereof (and the Company agrees to take all such action as may be
appropriate to give effect to such right);

(b) the Administrative Agent in its discretion may, in its
name or in the name of the Company or otherwise, demand, xxx for,
collect or receive any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral, but
shall be under no obligation to do so; and

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(c) the Administrative Agent may, upon ten business days'
prior written notice to the Company of the time and place, with
respect to the Collateral or any part thereof that shall then be or
shall thereafter come into the possession, custody or control of the
Administrative Agent, the Banks or any of their respective agents,
sell, lease, assign or otherwise dispose of all or any part of such
Collateral, at such place or places as the Administrative Agent deems
best, and for cash or for credit or for future delivery (without
thereby assuming any credit risk), at public or private sale, without
demand of performance or notice of intention to effect any such
disposition or of the time or place thereof (except such notice as is
required above or by applicable statute and cannot be waived), and the
Administrative Agent or any Bank or anyone else may be the purchaser,
lessee, assignee or recipient of any or all of the Collateral so
disposed of at any public sale (or, to the extent permitted by law, at
any private sale) and thereafter hold the same absolutely, free from
any claim or right of whatsoever kind, including any right or equity
of redemption (statutory or otherwise), of the Company, any such
demand, notice and right or equity being hereby expressly waived and
released. The Administrative Agent may, without notice or
publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to
which the sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section
4.05 shall be applied in accordance with Section 4.10 hereof.

The Company recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, and applicable state
securities laws, the Administrative Agent may be compelled, with respect to any
sale of all or any part of the Collateral, to limit purchasers to those who
will agree, among other things, to acquire the Collateral for their own
account, for investment and not with a view to the distribution or resale
thereof. The Company acknowledges that any such private sales may be at prices
and on terms less favorable to the Administrative Agent than those obtainable
through a public sale without such restrictions, and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner and that the Administrative Agent
shall have no obligation to engage in public sales and no obligation to delay
the sale of any Collateral for the period of time necessary to permit the
respective Issuer or issuer thereof to register it for public sale.

Pledge Agreement

133
- 8 -

4.06 Insurance and Other Applicable Regulatory Requirements.
Anything in this Agreement to the contrary notwithstanding, the Administrative
Agent may not exercise any of the rights or powers under Section 4.01(b) hereof
to cause any of the Pledged Stock to be transferred of record into the name of
the Administrative Agent or its nominee or any of the rights or powers
described in Section 4.04(4) hereof or in Section 4.05 hereof or otherwise
foreclose upon or sell the Collateral, unless and until (i) the Administrative
Agent (and, in the case of a sale of such Collateral, the purchaser thereof)
has complied with all requirements of all applicable laws and regulations
governing the acquisition of voting securities or control of each Issuer and
each of its Subsidiaries and (ii) the acquisition of such Collateral and
control of each Issuer and its Insurance Subsidiaries by the Administrative
Agent hereunder (or by the purchaser in any such sale) has, to the extent
legally required, been duly approved by the applicable regulatory authorities
(including, if appropriate, the Applicable Insurance Regulatory Authorities) in
accordance with applicable law.

4.07 Deficiency. If the proceeds of sale, collection or
other realization of or upon the Collateral pursuant to Section 4.05 hereof are
insufficient to cover the costs and expenses of such realization and the
payment in full of the Secured Obligations, the Company shall remain liable for
any deficiency.

4.08 Removals, Etc. Without at least 30 days' prior written
notice to the Administrative Agent, the Company shall not (i) maintain any of
its books and records with respect to the Collateral at any office or maintain
its principal place of business at any place other than at the address
indicated beneath the signature of the Company to the Credit Agreement or (ii)
change its name, or the name under which it does business, from the name shown
on the signature pages hereto.

4.09 Private Sale. The Administrative Agent and the Banks
shall incur no liability as a result of the sale of the Collateral, or any part
thereof, at any private sale pursuant to Section 4.05 hereof conducted in a
commercially reasonable manner. The Company hereby waives any claims against
the Administrative Agent or any Bank arising by reason of the fact that the
price at which the Collateral may have been sold at such a private sale was
less than the price that might have been obtained at a public sale or was less
than the aggregate amount of the Secured Obligations, even if the
Administrative Agent accepts the first offer received and does not offer the
Collateral to more than one offeree.

4.10 Application of Proceeds. Except as otherwise herein
expressly provided, the proceeds of any collection, sale

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134
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or other realization of all or any part of the Collateral pursuant hereto, and
any other cash at the time held by the Administrative Agent under this Section
4, shall be applied by the Administrative Agent:

First, to the payment of the costs and expenses of such
collection, sale or other realization, including reasonable
out-of-pocket costs and expenses of the Administrative Agent and the
fees and expenses of its agents and counsel, and all expenses incurred
and advances made by the Administrative Agent in connection therewith;

Next, to the payment in full of the Secured Obligations, in
each case equally and ratably in accordance with the respective
amounts thereof then due and owing or as the Banks holding the same
may otherwise agree; and

Finally, to the payment to the Company, or its successors or
assigns, or as a court of competent jurisdiction may direct, of any
surplus then remaining.

As used in this Section 4, "proceeds" of Collateral shall mean
cash, securities and other property realized in respect of, and distributions
in kind of, Collateral, including any thereof received under any
reorganization, liquidation or adjustment of debt of the Company or any issuer
of or obligor on any of the Collateral.

4.11 Attorney-in-Fact. Without limiting any rights or powers
granted by this Agreement to the Administrative Agent while no Event of Default
has occurred and is continuing, upon the occurrence and during the continuance
of any Event of Default the Administrative Agent is hereby appointed the
attorney-in-fact of the Company for the purpose of carrying out the provisions
of this Section 4 and taking any action and executing any instruments that the
Administrative Agent may deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable and coupled with
an interest. Without limiting the generality of the foregoing, so long as the
Administrative Agent shall be entitled under this Section 4 to make collections
in respect of the Collateral, the Administrative Agent shall have the right and
power to receive, endorse and collect all checks made payable to the order of
the Company representing any dividend, payment or other distribution in respect
of the Collateral or any part thereof and to give full discharge for the same.

4.12 Perfection. Prior to or concurrently with the execution
and delivery of this Agreement, the Company shall deliver to the Administrative
Agent all certificates identified

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in Annex 1 hereto, accompanied by undated stock powers duly executed in blank.

4.13 Termination. When all Secured Obligations shall have
been paid in full and the Commitments of the Banks under the Credit Agreement
shall have expired or been terminated, this Agreement shall terminate, and the
Administrative Agent shall forthwith cause to be assigned, transferred and
delivered, against receipt but without any recourse, warranty or representation
whatsoever, any remaining Collateral and money received in respect thereof, to
or on the order of the Company.

4.14 Further Assurances. The Company agrees that, from time
to time upon the written request of the Administrative Agent, the Company will
execute and deliver such further documents and do such other acts and things as
the Administrative Agent may reasonably request in order fully to effect the
purposes of this Agreement.

Section 5. Miscellaneous.

5.01 No Waiver. No failure on the part of the Administrative
Agent or any Bank to exercise, and no course of dealing with respect to, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the Administrative
Agent or any Bank of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.

5.02 Notices. All notices, requests, consents and demands
hereunder shall be in writing and telecopied or delivered to the intended
recipient at its "Address for Notices" specified pursuant to Section 11.02 of
the Credit Agreement and shall be deemed to have been given at the times
specified in said Section 11.02.

5.03 Expenses. The Company agrees to reimburse each of the
Banks and the Administrative Agent for all reasonable costs and expenses of the
Banks and the Administrative Agent (including, without limitation, the
reasonable fees and expenses of legal counsel) in connection with (i) any
Default and any enforcement or collection proceeding resulting therefrom,
including, without limitation, all manner of participation in or other
involvement with (w) performance by the Administrative Agent of any obligations
of the Company in respect of the Collateral that the Company has failed or
refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure,
winding up or liquidation proceedings, or any actual or attempted sale, or any

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exchange, enforcement, collection, compromise or settlement in respect of any
of the Collateral, and for the care of the Collateral and defending or
asserting rights and claims of the Administrative Agent in respect thereof, by
litigation or otherwise, (y) judicial or regulatory proceedings and (z)
workout, restructuring or other negotiations or proceedings (whether or not the
workout, restructuring or transaction contemplated thereby is consummated) and
(ii) the enforcement of this Section 5.03, and all such costs and expenses
shall be Secured Obligations entitled to the benefits of the collateral
security provided pursuant to Section 3 hereof.

5.04 Amendments, Etc. The terms of this Agreement may be
waived, altered or amended only by an instrument in writing duly executed by
the Company and the Administrative Agent (with the consent of the Banks as
specified in Section 10.10 of the Credit Agreement). Any such amendment or
waiver shall be binding upon the Administrative Agent and each Bank, each
holder of any of the Secured Obligations and the Company.

5.05 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Company, the Administrative Agent, the Banks and each holder of any of the
Secured Obligations (provided, however, that the Company shall not assign or
transfer its rights hereunder without the prior written consent of the
Administrative Agent).

5.06 Captions. The captions and section headings appearing
herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement.

5.07 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and either of the parties hereto may execute this Agreement
by signing any such counterpart.

5.08 Governing Law. This Agreement shall be governed by,
and construed in accordance with, the law of the State of New York.

5.09 Administrative Agents and Attorneys-in-Fact. The
Administrative Agent may employ agents and attorneys-in-fact in connection
herewith and shall not be responsible for the negligence or misconduct of any
such agents or attorneys-in-fact selected by it in good faith.

5.10 Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest

Pledge Agreement

137
- 12 -

extent permitted by law, (i) the other provisions hereof shall remain in full
force and effect in such jurisdiction and shall be liberally construed in favor
of the Administrative Agent and the Banks in order to carry out the intentions
of the parties hereto as nearly as may be possible and (ii) the invalidity or
unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction.

Pledge Agreement

138
- 13 -

IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed and delivered as of the day and year first above
written.

FIDELITY NATIONAL FINANCIAL, INC.

By /s/ Xxxx X. Xxxxxx
--------------------------------
Title: Executive Vice President
Chief Financial Officer

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Administrative Agent

By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Vice President

Pledge Agreement

139
ANNEX 1

PLEDGED STOCK

Issuer Certificate Nos. Registered Owner Number of Shares
------ ---------------- ----------------- -----------------

Fidelity National Title 2 Fidelity National 250,000 shares of
Insurance Company of Financial, Inc. common stock,
New York par value $5.00

Fidelity National Title 133 Fidelity National 219,187 shares
Insurance Company 134 Financial, Inc. 228,396 shares
135 230 shares
136 11 shares
of common stock,
par value $10.00

Fidelity National Title 83 Fidelity National 199,990 shares
Insurance Company of Financial, Inc. of common stock,
Pennsylvania par value $5.00

140
EXHIBIT C-1

[STRADLING, YOCCA, XXXXXXX & XXXXX LETTERHEAD]

September 21, 1995

To the Banks party to the
Credit Agreement referred to
below and The Chase Manhattan
Bank (National Association), as
Administrative Agent

Ladies and Gentlemen:

We have acted as counsel to Fidelity National Financial, Inc., a
Delaware corporation (the "Company"), in connection with the execution and
delivery by the Company of that certain Credit Agreement, dated as of September
21, 1995 (the "Credit Agreement"), between the Company, each of you, and the
transactions contemplated thereby. This opinion is being delivered pursuant to
Section 6.01(c) of the Credit Agreement. Unless specifically defined herein or
the context requires otherwise, capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.

In connection with the preparation of this opinion, we have examined
the documents listed below (the Credit Agreement, the Notes and the Pledge
Agreement shall be known, collectively, as the "Loan Documents"):

1. the Credit Agreement;

2. the Notes;

3. the Pledge Agreement; and

4. the UCC-1 Financing Statement for the Company (the "UCC-1
Financing Statement").

In addition, we have examined such other documents and considered such
questions of law as we have deemed necessary or appropriate. We have assumed
the authenticity of all documents submitted to us as originals, the conformity
with originals of all documents submitted

141
To the Banks party to the
Credit Agreement referred to below
September 21, 1995
Page 2

to us as copies and the genuineness of all signatures other than signatures of
officers of the Company of which we are familiar. We have also assumed that,
with respect to all parties to agreements or instruments relevant hereto other
than the Company, such parties had the requisite power and authority to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action,
executed and delivered by such parties and that such agreements or instruments
are the valid, binding and enforceable obligations of such parties.

As to questions of fact material to our opinion, we have relied upon
the representations of each party made in the Loan Documents, certificates of
officers of the Company and each of the Issuers identified on Annex I to the
Pledge Agreement, including a certificate as to certain factual matters which
are the subject of the opinions expressed herein and certificates and advices
of public officials.

We have assumed that the Company (i) has sufficient "rights" in the
Collateral within the meaning of California Uniform Commercial Code Section
9203; and (ii) the Company has received legally sufficient consideration and
"value" (as such term is defined in California Uniform Commercial Code Section
1201) as required by California Uniform Commercial Code Section 9203 for its
obligations under the Loan Documents and for the granting of security interests
in its property as security for such obligations. We have further assumed that
Item 4 of the UCC-1 Financing Statement has been sufficiently completed as
required by California Uniform Commercial Code Section 9402.

For purposes of the opinions expressed in Paragraphs 11 and 13 below,
we have assumed that (i) the shares of capital stock of the Issuers identified
on Annex 1 to the Pledge Agreement (the "Pledged Stock") have been delivered to
the Administrative Agent pursuant to the provisions of the Pledge Agreement;
(ii) the Administrative Agent took the Pledged Stock in good faith and without
notice of any liens, adverse claims or encumbrances other than the Company's
ownership interest therein and the Administrative Agent's security interest
therein; (iii) there are no liens or encumbrances upon, or adverse claims
against, the Pledged Stock resulting from transactions being excluded from
Division 9 of the California Uniform Commercial Code by Section 9104 thereof;
and (iv) the Administrative Agent holds in its possession the Pledged Stock.

Whenever a statement herein is qualified by "known to us," "to our
current actual knowledge" or similar phrase, it is intended to indicate that,
during the course of our representation of the Company in connection with the
transactions contemplated by the Credit Agreement, including our review of the
Loan Documents and the Certificates described above, no information that would
give current actual knowledge of the inaccuracy of such statement has come to
the attention of those attorneys in this firm (excluding Xxxxxx X. Xxxxxx who
is on a leave of absence) who have rendered legal services in connection with
the transactions contemplated by the Credit Agreement. However, except as
otherwise expressly indicated, we have not undertaken any independent
investigation to determine the accuracy of any such statement, and any limited
inquiry undertaken by us during the preparation of this opinion letter

142
To the Banks party to the
Credit Agreement referred to below
September 21, 1995
Page 3

should not be regarded as such an investigation; no inference as to our
knowledge of any matters bearing on the accuracy of any such statement should
be drawn from the fact of our representation of the Company.

Based upon the foregoing, and subject to the assumptions, exceptions,
qualifications and limitations set forth herein, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware. Each Corporation
has been duly incorporated, is validly existing and in good standing under the
laws of the respective state opposite its name in Schedule III to the Credit
Agreement. The Company and each Corporation is duly qualified to do business as
a foreign corporation and is in good standing in each other state in which the
nature of its activities or of its properties owned or leased makes such
qualification necessary, except to the extent that failure to so qualify would
not have a Material Adverse Effect on the Company. The Company has the
corporate power and authority to own its properties and assets and to carry on
its business as presently conducted.

2. The issued and outstanding capital stock of each of the Issuers
is as set forth on Annex I of the Pledge Agreement. There are, to our current
actual knowledge, (a) no outstanding subscriptions, warrants, options, calls,
claims, commitments, convertible securities or other agreements or arrangements
under which any Issuer is or may be obligated to issue shares of its capital
stock and (b) no preemptive or similar rights to subscribe for or to purchase
capital stock of any Issuer.

3. Except as set forth on Schedule A attached hereto, all
presently outstanding shares of each Issuer's capital stock are owned of record
by the Company and all such shares of capital stock have been duly authorized
and validly issued, and are fully paid and nonassessable and, as of the date
hereof, are freely transferrable subject only to the restrictions set forth in
the Pledge Agreement, including without limitation Section 4.06.

4. The Company has the corporate power and authority to enter into
each Loan Document and to perform its obligations thereunder including, without
limitation, any borrowing thereunder.

5. Each of the Loan Documents has been duly authorized by all
necessary corporate action on the part of the Company and has been duly
executed and delivered by the Company.

6. Each of the Loan Documents which provides that its governing
law shall be the laws of the State of New York would, if governed by the laws of
the State of California, constitute the legal, valid and binding obligation of
the Company, enforceable against it in accordance with its terms, except as the
enforceability thereof may be subject to or limited by (a) bankruptcy,
insolvency, reorganization, arrangement, moratorium or other similar laws
relating
143
To the Banks party to the
Credit Agreement referred to below
September 21, 1995
Page 4

to or affecting rights of creditors and (b) general equitable principles,
regardless of whether the issue of enforceability is considered in a proceeding
in equity or at law.

7. The execution and delivery of each of the Loan Documents and
the performance of each of the Loan Documents by the Company (a) will not
breach or result in a violation of the Company's Certificate of Incorporation
or Bylaws or any writ, injunction, judgment, order or decree, known to us, of
any court or arbitrator to which the Company or any Material Subsidiary is a
party or is subject, and (b) will not constitute a breach of the terms,
conditions or provisions of, require any consent under which has not been
obtained, require prepayment of any indebtedness pursuant to the terms of,
result in the acceleration of any indebtedness or imposition of any lien under,
or constitute a default under, any of the material agreements set forth on
Schedule I to the Credit Agreement.

8. The execution and delivery of each of the Loan Documents and
the performance of each of the Loan Documents by the Company neither is
prohibited by, violates nor, to our current actual knowledge, subjects the
Company to, a fine, penalty, or other similar sanction under, any statute or
regulation.

9. To our current actual knowledge, there is no action, suit or
proceeding pending against the Company or any of its properties in any court or
before any governmental authority or agency, or arbitration board or tribunal
which seeks to restrain, enjoin, prevent the consummation of, or otherwise
challenge the Loan Documents or which if adversely determined, could have a
Material Adverse Effect on the Company.

10. No consent, approval or authorization of, or designation,
declaration or filing with, any governmental authority is required in
connection with the valid execution, delivery and performance by the Company
of the Loan Documents other than such consents, approvals, authorizations,
designations, or filings as have been made or obtained on or before the date
hereof and the filing of a Current Report on Form 8-K with the Securities and
Exchange Commission and the New York Stock Exchange.

11. The provisions of the Pledge Agreement are sufficient to create
a security interest which has attached to the right, title and interest of the
Company in those items and types of Collateral owned by the Company in which a
security interest may attach under Division 9 of the California Uniform
Commercial Code.

12. The UCC-1 Financing Statement is in adequate and legally
sufficient form to perfect a security interest in favor of the Administrative
Agent in the right, title and interest of the Company to the Collateral which
is descibed in each such UCC-1 Financing Statement and the Pledge Agreement to
which it relates, and for which perfection may occur by the filing of a UCC-1
Financing Statement with the Secretary of State for the State of California.
Assuming that such UCC-1 Financing Statement is duly filed with the Secretary
of State for the State of

144
To the Banks party to the
Credit Agreement referred to below
September 21, 1995
Page 5

California in accordance with the provisions of Section 9403(1) of the
California Uniform Commercial Code, a security interest will be perfected in
such Collateral.

13. So long as the Administrative Agent continues to maintain the
Pledged Stock in its possession, the Agent will have a first priority perfected
security interest in and upon the Pledged Stock for the benefit of the Banks.

The foregoing opinions are subject to the following:

A. We expressly do not comment upon or render any opinion with
respect to the priority of any security interest in the Collateral over any
other interest in the Collateral (other than the Pledged Stock), and the
ability of the Administrative Agent or the Banks to realize upon the
Collateral or any of the Pledged Stock.

B. Except for the opinion set forth in paragraph 13 above, our
opinions do not include any opinion as to the perfection of any security
interest or lien which is not perfected by the filing of a financing statement
with the Secretary of State for the State of California.

C. We express no opinion regarding the choice of law provisions of
the Loan Documents.

D. The opinions hereinabove are further subject to the following
additional qualifications:

(i) The unenforceability in certain circumstances of
provisions waiving broadly or vaguely stated rights, statutory or other rights
representing public policy, or unknown future rights and of provisions that
rights or remedies are not exclusive;

(ii) The effect of provisions releasing or indemnifying a
party against liability for its own wrongful or negligent acts, or where
indemnification is contrary to public policy;

(iii) The effect of limitations on (a) the exercise of certain
contractual rights and remedies if defaults are not material or the penalties
bear no reasonable relation to the damages suffered by the aggrieved party as a
result of the delinquencies or defaults and (b) strict enforcement of certain
covenants in debt instruments absent a showing of damages to the lender,
impairment of value of collateral or impairment of the debtor's ability to pay
or otherwise under circumstances which would violate the lender's covenant of
good faith and fair dealing;

(iv) The effect of California Civil Code Section 1671,
which in part provides that a contractual provision liquidating the damages for
breach of contract in a commercial transaction will be invalid if it is
established that the provision was "unreasonable" under the circumstances
existing at the time the contract was made; and

145
To the Banks party to the
Credit Agreement referred to below
September 2, 1995
Page 6

(v) The effect upon the enforceability of the Loan Documents
of California Commercial Code Sections 9501 et. seq., which, inter alia, impose
procedural limitations on the exercise of remedies by a secured creditor.

E. Our opinion in paragraph 2 above in respect of the issued and
outstanding capital stock of each Issuer, and our opinion in paragraph 3 with
respect to each of such entities, is based solely on reliance upon a
certificate of an officer off each such Issuer.

F. We express no opinion regarding any insurance regulatory
matters.

G. We express no opinion in paragraph 7 above regarding the effect
of the exercise by the Administrative Agent of its remedies under the Pledge
Agreement.

We call your attention to the fact that the Loan Documents state that
they are to be governed by New York law and that we are not rendering any
opinion with respect to New York law. Therefore, we have not examined the
question of what law would govern the interpretation of the Loan Documents and
our opinion is based upon the assumption that the internal laws of the State of
California and federal law would govern each of such documents and the
transactions contemplated thereby. We are members of the Bar of the State of
California and, accordingly, do not purport to be experts on, or to be
qualified to express any opinion herein concerning (except to the limited
extent set forth otherwise in the preceding paragraph E), nor do we express any
opinion concerning, any law other than the laws of the State of California,
the General Corporation Law of the State of Delaware and federal law.

The foregoing opinions speak as of the date hereof only, and are being
furnished to you solely for your benefit and may not be relied upon by any
other person (other than an assignee permitted by Section 11.05 of the Credit
Agreement, nor may copies by delivered to any other person, without our prior
written consent provided that copies of this opinion letter by furnished to
your independent auditors, legal counsel and appropriate regulatory
authorities and pursuant to an order or legal process of any relevant
governmental authority. We expressly decline any undertaking to advise you of
any matters arising subsequent to the date hereof which would cause us to amend
any portion of the foregoing in whole or in part.

Very truly yours,

STRADLING, YOCCA, XXXXXXX & XXXXX

/s/ STRADLING, YOCCA, XXXXXXX & XXXXX
-------------------------------------

146
SCHEDULE A
TO OPINION OF
STRADLING, YOCCA, XXXXXXX & XXXXX

The following outstanding shares of the respective Issuers's capital stock are
not owned of record by the Company:

1. Fidelity National Title Insurance Company of Pennsylvania

Certificate Number Number of Shares Issued to
------------------ ---------------- ---------

76 1 Xxxxx X. Xxxxxx
81 1 Xxxxx Xxxxxx
85 1 Xxxxxx Maudsly
86 1 Xxxxxxx X. Xxxxx
87 1 Xxxx X. Xxxxxx
89 1 Xxxxxxx Xxxxx
91 1 Xxxxxxxx Xxxxxxx

2. Fidelity National Title Insurance Company

Certificate Number Number of Shares Issued to
------------------ ---------------- ---------

27 11 Xxxxxx Xxxxx

147
EXHIBIT C-2

[FIDELITY NATIONAL FINANCIAL, INC. LETTERHEAD]

September 21, 1995

To the Banks party to Credit Agreement
referred to below and the Chase
Manhattan Bank (National Association),
as Administrative Agent

Ladies and Gentlemen:

I am Senior Vice President and Corporate Counsel of Fidelity National
Financial, Inc., a Delaware corporation (the "Company"). In connection with
the execution and delivery by the Company of that certain Credit Agreement
dated as of September 21, 1995 (the "Credit Agreement"), between the Company
and each of you, and the transactions contemplated thereby and Section 6.01(c)
of the Credit Agreement, you have requested an opinion of counsel. Unless
specifically defined herein or the context requires otherwise, capitalized
terms used herein shall have the meanings ascribed to them in the Credit
Agreement.

In connection with the preparation of this opinion, I have examined
the documents listed below (the Credit Agreement, the Notes and the Pledge
Agreement shall be known, collectively, as the "Loan Documents"):

1. The Credit Agreement;

2. The Notes;

3. The Pledge Agreement; and

4. UCC-1 Financing Statement for the Company (the "UCC-1 Financing
Statement").

In addition, I have examined such other documents and considered such
other questions and laws as I have deemed necessary and appropriate. I have
assumed the authenticity of all documents submitted to me as originals, the
conformity with originals of all documents submitted to me as copies, the
genuineness of all signatures other than the signatures of the officers of the
Company. I have also assumed that, with respect to all parties or agreements
or instruments relevant hereto other than the Company, such parties had the
requisite power and authority to execute, deliver and perform such agreements
or instruments, that such agreements or instruments have been duly authorized
by all requisite action, executed and delivered by such parties, and that such
parties or instruments are valid, binding and enforceable obligations of such
parties.

148
Based on the foregoing, and subject to the assumption, exceptions,
qualifications and limitations set forth herein, I am of the opinion that:

1. The execution and delivery of each of the Loan Documents and
performance of each of the Loan Documents by the company will not breach or
result in a violation of any writ, injunction, judgment, order or decree of any
court or arbitrator to which the Company or any Material Subsidiary is a party
or subject, including without limitation, any governmental insurance regulatory
authority or violate any applicable law, rule or regulation pertaining to
insurance regulation.

2. No consent, approval or authorization of, or designation,
declaration or filing with any governmental insurance regulatory authority is
required in connection with a valid execution, delivery and performance by the
Company of the Loan Documents other than such consents, approvals,
authorizations, designations or filings as have been made or obtained on or
before the date hereof and the filing of a Current Report on Form 8-K with the
Securities and Exchange Commission and the New York Stock Exchange.

The foregoing opinions speak as of the date hereof only, and are being
furnished to you solely for your benefit and may not be relied upon by any
other person, other than an assignee permitted by Section 11.05 of the Credit
Agreement, nor may copies be delivered to any other person, without my prior
written consent provided that copies of this opinion letter may be furnished to
your independent auditors, legal counsel and appropriate regulatory authorities
and pursuant to an order or legal process of any relevant governmental
authority. I expressly decline any undertaking to advise you of any matters
arising subsequent to the date hereof which would cause me to amend any portion
of the foregoing in whole or in part.

Very truly yours,

/s/ M'LISS XXXXX XXXX
-----------------------------
M'Liss Xxxxx Xxxx
Senior Vice President
Corporate Counsel

149
EXHIBIT D

Opinion of Special New York Counsel to Chase

September 21, 1995

To the Banks party to the
Credit Agreement referred to
below and The Chase Manhattan
Bank (National Association),
as Administrative Agent

Ladies and Gentlemen:

We have acted as special New York counsel to The Chase
Manhattan Bank (National Association) ("Chase") in connection with (i) the
Credit Agreement dated as of September 21, 1995 (the "Credit Agreement")
between Fidelity National Financial, Inc. (the "Company"), the lenders party
thereto and Chase, as Administrative Agent, providing for loans to be made by
said lenders to the Company in an aggregate principal amount not exceeding
$35,000,000 and (ii) the various other agreements, instruments and other
documents referred to in the next following paragraph. Terms defined in the
Credit Agreement are used herein as defined therein. This opinion letter is
being delivered pursuant to Section 6.01(d) of the Credit Agreement.

In rendering the opinions expressed below, we have examined
the following agreements, instruments and other documents:

(a) the Credit Agreement;

(b) the Notes;

(d) such records of the Company and such other documents
as we have deemed necessary as a basis for the
opinions expressed below.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses (other than clause (d) above) are collectively referred to as
the "Credit Documents".

In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies. When relevant facts were not independently established, we have
relied upon certificates of governmental officials and appropriate
representatives of the Company and upon representations made in or pursuant to
the Credit Documents.

Opinion of Special New York Counsel to Chase
150

- 2 -

In rendering the opinions expressed below, we have assumed,
with respect to all of the documents referred to in this opinion letter, that:

(i) such documents have been duly authorized by, have
been duly executed and delivered by, and (except to
the extent set forth in the opinions below as to the
Company) constitute legal, valid, binding and
enforceable obligations of, all of the parties to
such documents;

(ii) all signatories to such documents have been duly
authorized; and

(iii) all of the parties to such documents are duly
organized and validly existing and have the power and
authority (corporate or other) to execute, deliver
and perform such documents.

We have further assumed that each Bank is a bank incorporated or organized
under, or a foreign bank licensed to conduct a banking business through an
agency or branch located in the United States of America pursuant to, the laws
of the United States of America or any state thereof, within the meaning of
Section 1 of Article XV of the California Constitution and Section 1716 of the
California Financial Code.

Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that:

1. Each of the Credit Documents constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except (a) as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights of creditors generally, (b)
as the enforceability of the Credit Documents is subject to the
application of general principles of equity (regardless of whether
considered in a proceeding in equity or at law), including, without
limitation, (i) the possible unavailability of specific performance,
injunctive relief or any other equitable remedy and (ii) concepts of
materiality, reasonableness, good faith and fair dealing and (c) that
the exercise of certain rights and remedies under the Pledge Agreement
may require the prior consent or approval of certain governmental
authorities as provided in the Pledge Agreement.

Opinion of Special New York Counsel to Chase
151

- 3 -

2. The Pledge Agreement is effective to create, in favor of
the Administrative Agent for the benefit of the Administrative Agent
and the Banks, a valid security interest under the Uniform Commercial
Code as in effect in the State of New York (the " Uniform Commercial
Code") in all of the right, title and interest of the Company in, to
and under the Collateral (as defined in the Pledge Agreement) owned by
the Company as collateral security for the payment of the Secured
Obligations (as defined in the Pledge Agreement) of the Company, except
that (a) such security interest will continue in Collateral after its
sale, exchange or other disposition only to the extent provided in
Sections 9-306 and 9-307 of the Uniform Commercial Code, (b) the
security interest in any Collateral in which the Company acquires
rights after the commencement of a case under the Bankruptcy Code in
respect of the Company may be limited by Section 552 of the Bankruptcy
Code and (c) the creation of a security interest in any Pledged Stock
(as defined in the Pledge Agreement) constituting a "security" (as
defined in Section 8-102 of the Uniform Commercial Code) requires the
transfer of said Pledged Stock to the Administrative Agent pursuant to
Section 8-313(1) of the Uniform Commercial Code, which transfer in the
case of a "certificated security" (as defined in Section 8-102(1)(a) of
the Uniform Commercial Code) may be effected by the Administrative
Agent taking and thereafter retaining possession thereof (or any
certificates representing any such certificated security) in the State
of New York. So long as the Administrative Agent has and retains
possession in the State of New York of the certificates representing
the shares of capital stock of each Issuer issued and outstanding on
the date hereof (the "Existing Stock"), the security interest created
under the Pledge Agreement in the right, title and interest of the
Company in the Existing Stock is and will be perfected, and the
security interest in the proceeds thereof will be perfected to the
extent provided in Section 9-306 of the Uniform Commercial Code.

The foregoing opinions are subject to the following comments
and qualifications:

(A) The enforceability of Section 11.03 of the Credit
Agreement (and any similar provisions in any of the other Credit
Documents) may be limited by (i) laws rendering unenforceable
indemnification contrary to Federal or state securities laws and the
public policy underlying such laws and (ii) laws limiting the
enforceability of provisions exculpating or exempting a party, or
requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves

Opinion of Special New York Counsel to Chase
152

- 4 -

gross negligence, recklessness, willful misconduct or unlawful conduct.

(B) The enforceability of provisions in the Credit Documents
to the effect that terms may not be waived or modified except in
writing may be limited under certain circumstances.

(C) The enforceability of certain provisions of the Credit
Documents may be limited under certain circumstances to the extent
that such provisions impose compensation for funding losses or late
payment charges or an increase in interest rates upon delinquency in
payment or the occurrence of a default.

(D) We express no opinion as to (i) the effect of the laws of
any jurisdiction in which any Bank is located (other than the State of
New York) that limit the interest, fees or other charges such Bank may
impose, (ii) Section 4.07(c) of the Credit Agreement, (iii) the second
sentence of Section 11.10 of the Credit Agreement, insofar as such
sentence relates to the subject matter jurisdiction of the United
States District Court for the Southern District of New York to
adjudicate any controversy related to any of the Credit Documents and
(iv) the waiver of inconvenient forum set forth in Section 11.10 of
the Credit Agreement.

(E) We wish to point out that the obligations of the Company,
and the rights and remedies of the Administrative Agent and the Banks,
under the Pledge Agreement may be subject to possible limitations upon
the exercise of remedial or procedural provisions contained in the
Pledge Agreement, provided that such limitations do not, in our
opinion (but subject to the other comments and qualifications set
forth in this opinion letter), make the remedies and procedures that
will be afforded to the Administrative Agent and the Banks inadequate
for the practical realization of the substantive benefits purported to
be provided to the Administrative Agent and the Banks by the Pledge
Agreement.

(F) With respect to our opinion in paragraph 2 above, we
express no opinion as to the creation, perfection or priority of any
security interest in (or other lien on) any Collateral (as defined in
the Pledge Agreement) (i) to the extent that, pursuant to Section
9-104 of the Uniform Commercial Code, Article 9 of the Uniform
Commercial Code does not apply thereto and (ii) consisting of
uncertificated securities (as defined in Section 8-102(b) of the
Uniform Commercial Code).

Opinion of Special New York Counsel to Chase
153

- 5 -

(G) We wish to point out that the acquisition by the Company
after the initial Loan under the Credit Agreement of an interest in
Property that becomes subject to the Lien of the Pledge Agreement may
constitute a voidable preference under Section 547 of the Bankruptcy
Code.

(H) We express no opinion as to the existence of, or the
right, title or interest of the Company in, to or under, any of the
Collateral (as defined in the Pledge Agreement) and, except as
expressly provided in paragraph 2 above, we express no opinion as to
the creation, perfection or priority of any security interest in, or
other Lien on, the Collateral (as defined in the Pledge Agreement).

The foregoing opinions are limited to matters involving the
Federal laws of the United States and the law of the State of New York, and we
do not express any opinion as to the laws of any other jurisdiction.

At the request of our client, this opinion letter is, pursuant
to Section 6.01(d) of the Credit Agreement, provided to you by us in our
capacity as special New York counsel to Chase and may not be relied upon by any
Person for any purpose other than in connection with the transactions
contemplated by the Credit Agreement without, in each instance, our prior
written consent.

Very truly yours,

/s/ Milbank, Tweed, Xxxxxx & XxXxxx
-----------------------------------

TDB/PDR

Opinion of Special New York Counsel to Chase
154
EXHIBIT E

[Form of Confidentiality Agreement]

CONFIDENTIALITY AGREEMENT

[Date]

[Insert Name and
Address of Prospective
Participant or Assignee]

Re: Credit Agreement dated as of September 21, 1995 (the
"Credit Agreement"), between Fidelity National
Financial, Inc. (the "Company"), the lenders party
thereto and The Chase Manhattan Bank (National
Association), as Administrative Agent.

Dear Ladies and Gentlemen:

As a Bank party to the Credit Agreement, we have agreed with
the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable
precautions to keep confidential, except as otherwise provided therein, all
non-public information identified by the Company as being confidential at the
time the same is delivered to us pursuant to the Credit Agreement.

As provided in said Section 11.12, we are permitted to provide
you, as a prospective [holder of a participation in the Loans (as defined in
the Credit Agreement)] [assignee Bank], with certain of such non-public
information subject to the execution and delivery by you, prior to receiving
such non-public information, of a Confidentiality Agreement in this form. Such
information will not be made available to you until your execution and return
to us of this Confidentiality Agreement.

Accordingly, in consideration of the foregoing, you agree (on
behalf of yourself and each of your affiliates, directors, officers, employees
and representatives and for the benefit of us and the Company) that (A) such
information will not be used by you except in connection with the proposed
[participation][assignment] mentioned above and (B) you shall use reasonable
precautions, in accordance with your customary procedures for handling
confidential information and in accordance with safe and sound banking
practices, to keep such information confidential, provided that nothing herein
shall limit the disclosure of any such information (i) after such information
shall have become public (other than through a violation of Section 11.12 of
the Credit Agreement), (ii) to the extent required by statute, rule, regulation
or judicial process, (iii) to your counsel or to counsel for any of the Banks
or the Administrative Agent, (iv) to bank examiners (or any other regulatory
authority having jurisdiction over any Bank or the

Confidentiality Agreement
155

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Administrative Agent), or to your auditors or accountants, (v) to the
Administrative Agent or any other Bank (or to Chase Securities, Inc.), (vi) in
connection with any litigation to which you or any one or more of the Banks or
the Administrative Agent are a party, or in connection with the enforcement of
rights or remedies under the Credit Agreement or under any other Loan Document,
(vii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of
the Credit Agreement or (viii) to any assignee or participant (or prospective
assignee or participant) so long as such assignee or participant (or
prospective assignee or participant) first executes and delivers to you a
Confidentiality Agreement substantially in the form hereof and (y) that in no
event shall you be obligated to return any materials furnished to you pursuant
to this Confidentiality Agreement.

If you are a prospective assignee, your obligations under this
Confidentiality Agreement shall be superseded by Section 11.12 of the Credit
Agreement on the date upon which you become a Bank under the Credit Agreement
pursuant to Section 11.06(b) thereof.

Please indicate your agreement to the foregoing by signing as
provided below the enclosed copy of this Confidentiality Agreement and
returning the same to us.

Very truly yours,

[INSERT NAME OF BANK]

By
---------------------------

The foregoing is agreed to
as of the date of this letter.

[INSERT NAME OF PROSPECTIVE
PARTICIPANT OR ASSIGNEE]

By
--------------------------

Confidentiality Agreement
156
EXHIBIT F
[Form of Notice of Assignment]

NOTICE OF ASSIGNMENT

[Date]

Fidelity National Financial, Inc.

--------------------------

Attention:
--------------

The Chase Manhattan Bank, N.A.,
as Administrative Agent
4 Chase Metrotech Center -- 00xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000

Attention: New York Agency

Dear Ladies and Gentlemen:

We hereby give notice that, effective as of the date hereof,
[Name of Assignor] (the "Assignor") has assigned its rights and obligations
with respect to ____% (representing $_____________) of the Assignor's
outstanding [[Revolving Credit] [Term Loan] Commitment and] [[Revolving Credit]
[Term] Loans] (such interest in such rights and obligations being hereinafter
referred to as the "Assigned Interest") under the Credit Agreement to [Name of
Assignee] (the "Assignee"). The Assignee hereby agrees (i) to become a "Bank"
pursuant to Section 11.06(b) of the Credit Agreement (if not already a Bank
under the Credit Agreement) and (ii) agrees to assume all the obligations of
the Assignor thereunder with respect to the Assigned Interest.

The address for notices, lending office(s) and payment
instructions for the Assignee are as follows:

Address for Notices:

-----------------------

Attention:
Telephone:
Telecopier:

Notice of Assignment
157

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Lending Office for Base Rate Loans:

-----------------------

Lending Office for Loans other than Base Rate Loans:

-----------------------

Payment Instructions:

-----------------------

Please sign and return the enclosed copy of this letter to the
undersigned to indicate your receipt hereof, and your consent to or notice of
(as applicable) the above-mentioned assignment and assumption, and your
agreement to the release of the Assignor from its obligations under the Credit
Agreement with respect to the Assigned Interest. As a condition to the
effectiveness of the above-mentioned assignment and assumption, the Assignee
hereby agrees to pay to the Administrative Agent on the date hereof an
assignment fee of $3,000.

Very truly yours,

[NAME OF ASSIGNOR]

By
------------------------------
Title:

[NAME OF ASSIGNEE]

By
------------------------------
Title:

Notice of Assignment
158

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ACKNOWLEDGED OR CONSENTED TO
(AS APPLICABLE):

FIDELITY NATIONAL FINANCIAL, INC.

By
---------------------------
Title:

THE CHASE MANHATTAN BANK, N.A.,
as Administrative Agent

By
---------------------------
Title:

Notice of Assignment

Document Metadata

Table of Contents

1 Exhibit 10 FIDELITY NATIONAL FINANCIAL, INC. CREDIT AGREEMENT Dated as of September 21, 1995 THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as Administrative Agent TABLE OF CONTENTS This Table of Contents is not part of the Agreement to which it...

Document Metadata