0001193125-04-041977 Sample Contracts

AMENDMENT NO. 2
Credit Agreement • March 15th, 2004 • First American Corp • Title insurance

AMENDMENT NO. 2 dated as of October 22, 2003 to the Credit Agreement referred to below, between: THE FIRST AMERICAN CORPORATION, a California corporation (the “Borrower”); each of the lenders that is a signatory hereto (individually, a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, as agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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AMENDMENT NO. 1
Credit Agreement • March 15th, 2004 • First American Corp • Title insurance

AMENDMENT NO. 1 dated as of July 7, 2003 to the Credit Agreement referred to below, between: THE FIRST AMERICAN CORPORATION, a California corporation (the “Borrower”); each of the lenders that is a signatory hereto (individually, a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

OMNIBUS AGREEMENT
Omnibus Agreement • March 15th, 2004 • First American Corp • Title insurance

THIS OMNIBUS AGREEMENT (this “Agreement”) is made as of the 30th day of December, 2003 by and among GENERAL ELECTRIC CAPITAL CORPORATION, as borrower collateral agent (“Borrower Collateral Agent”), as operating agent (“Operating Agent”) and as collateral agent (“Collateral Agent”), EDISON ASSET SECURITIZATION, L.L.C., as lender (“Edison”), MIZUHO CORPORATE BANK, LTD., as lender (“Mizuho”), KBC BANK N.V., as lender (“KBC”) (Edison, Mizuho and KBC each a “Lender” and collective, the “Lenders”), WILMINGTON TRUST COMPANY, in its individual capacity only as explicitly set forth herein (“Wilmington”), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement (defined below) (in such capacity, “Owner Trustee”), FATICO 1999 TRUST (“Trust”), GENERAL ELECTRIC CAPITAL CORPORATION, as Residual Support Provider (“Residual Support Provider”), MHCB (USA) LEASING & FINANCE CORPORATION (“MLFC”) and FIRST AMERICAN TITLE INSURANCE COMPANY (“Lessee”).

AMENDMENT NO. 3
Credit Agreement • March 15th, 2004 • First American Corp • Title insurance

AMENDMENT NO. 3 dated as of November 26, 2003 to the Credit Agreement referred to below, between: THE FIRST AMERICAN CORPORATION, a California corporation (the “Borrower”); each of the lenders that is a signatory hereto (individually, a “Lender” and, collectively, the “Lenders”); and JPMORGAN CHASE BANK, as agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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