<PAGE>
                                                                    EXHIBIT 10.2

                       THIRD AMENDMENT TO CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment"), dated as
of February 15, 2005 (but effective as provided in Section 4 of this Third
Amendment), is entered into among FIDELITY NATIONAL FINANCIAL, INC., a Delaware
corporation (the "Borrower"), the lenders listed on the signature pages hereof
as Lenders (the "Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent
(the "Administrative Agent").

                                   BACKGROUND

     A. The Borrower, the Lenders, and the Administrative Agent are parties to
that certain Credit Agreement, dated as of November 4, 2003, as amended by that
certain First Amendment to Credit Agreement, dated as of April 9, 2004, and that
certain Second Amendment to Credit Agreement, dated as of October 29, 2004 (the
"Second Amendment") (said Credit Agreement, as amended, the "Credit Agreement").
The terms defined in the Credit Agreement and not otherwise defined herein shall
be used herein as defined in the Credit Agreement.

     B. As a result of the FIS Recapitalization Transaction (as defined herein),
certain amendments to the Credit Agreement provided for in the Second Amendment
which were to become effective upon the Second Amendment Secondary Effective
Date and the Second Amendment Final Effective Date (as each such term is defined
in the Second Amendment) are no longer necessary or appropriate.

     C. The Lenders and the Administrative Agent hereby agree to amend the
Credit Agreement to, among other things, account for the FIS Recapitalization
Transaction and to eliminate certain provisions that were to subsequently become
effective pursuant to the Second Amendment, subject to the terms and conditions
set forth herein.

     NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders, and the Administrative Agent covenant and agree as follows:

     1. AMENDMENTS.

     (a) The definition of "Interest Coverage Ratio" set forth in Section 1.01
of the Credit Agreement is hereby amended to read as follows:

          "Interest Coverage Ratio" means, for any period, the ratio of Cash
     Flow to Interest Expense for such period. Cash Flow and Interest Expense
     shall be determined on a trailing four Fiscal Quarter basis as at the end
     of each Fiscal Quarter for each Test Period.

     (b) The definition of "Subsidiary" set forth in Section 1.01 of the Credit
Agreement is hereby amended to read as follows:

          "Subsidiary" of a Person means any Person of which more than 50% of
     the Voting Stock or other Equity Interests (in case of Persons other than
     corporations), is owned or controlled directly or indirectly by the Person,
     or one or more of the


                                        1
<PAGE>
     Subsidiaries of the Person, or a combination thereof; provided, however,
     for purposes of this Agreement and any other Loan Document, FIS and its
     Subsidiaries shall not be deemed to be Subsidiaries of the Borrower after
     the Third Amendment Closing Date. For purposes of clarification, except
     where otherwise expressly stated, references to Subsidiaries of the
     Borrower with respect to time periods (a) prior to the Third Amendment
     Closing Date shall refer to all Subsidiaries of the Borrower, including FIS
     and its Subsidiaries, and (b) on and after the Third Amendment Closing Date
     shall exclude FIS and its Subsidiaries; provided, further, however,
     calculations of the financial covenants set forth in Section 7.09 (and the
     related financial statements and audit required pursuant to Sections
     6.01(a) and (b)) shall exclude FIS and its Subsidiaries, commencing
     December 31, 2004. Subject to the immediately preceding sentence, unless
     the context otherwise requires, references herein to a "Subsidiary" shall
     refer to a Subsidiary of the Borrower.

     (c) The definition of "Subsidiary Guarantor" set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:

          "Subsidiary Guarantor" means each Material Subsidiary of the Borrower
     identified as a Subsidiary Guarantor on Schedule 5.14(b), each of which are
     required to execute and deliver to the Administrative Agent the Subsidiary
     Guaranty, and each other Material Subsidiary that is required to execute
     the Subsidiary Guaranty pursuant to Sections 6.12, 6.14 or 6.15.

     (d) Section 1.01 of the Credit Agreement is hereby further amended by
deleting the following defined terms therefrom: "FIS IPO", "FIS IPO Dividend",
"FIS Spin Off Dividend", "FIS Transaction", "Second Amendment Final Effective
Date", and "Second Amendment Secondary Effective Date".

     (e) Section 1.01 of the Credit Agreement is hereby amended by adding the
following defined terms thereto in proper alphabetical order:

          "FIS Affiliate Credit Agreement:" means that certain Credit Agreement
     among certain wholly-owned subsidiaries of FIS, certain lenders and Bank of
     America, N.A., as agent, whereby such lenders agree to extend to such
     subsidiaries a term loan facility and a revolving credit facility.

          "FIS Recapitalization" means the FIS Stock Issuance and the FIS
     Recapitalization Dividend.

          "FIS Recapitalization Distribution" means the payment of a special
     dividend by the Borrower to holders of the common Equity Interests of the
     Borrower not to exceed $10 per share from amounts received by the Borrower
     pursuant to the FIS Recapitalization Dividend.

          "FIS Recapitalization Dividend" means the payment of a dividend by FIS
     to the Borrower in an amount equal to at least $2,000,000,000.


                                        2
<PAGE>
          "FIS Recapitalization Proceeds" means proceeds retained by the
     Borrower in respect of the FIS Recapitalization Transaction.

          "FIS Recapitalization Transaction" means the FIS Recapitalization, the
     FIS Affiliate Credit Agreement and the FIS Recapitalization Distribution.

          "FIS Stock Issuance" means the issuance of approximately 25% of the
     common Equity Interests of FIS to Thomas H. Lee Partners, L.P., Texas
     Pacific Group and certain of its Affiliates and other investors.

          "Third Amendment" means that certain Third Amendment to Credit
     Agreement, dated as of February 15, 2005, by and among the Borrower, the
     Lenders party thereto and the Administrative Agent.

          "Third Amendment Closing Date" means the date that all of the
     conditions precedent in Section 4(a) of the Third Amendment are satisfied.

     (f) Section 7.01 of the Credit Agreement is hereby amended to read as
follows:

          7.01 LIENS. The Borrower shall not, nor shall it permit any Subsidiary
     to, directly or indirectly, create, incur, assume or suffer to exist any
     Lien upon any of its property, assets or revenues, whether now owned or
     hereafter acquired, other than the following ("Permitted Liens"):

          (a) any Lien created under any Loan Document;

          (b) Liens for taxes, fees, assessments or other governmental charges
     which are not delinquent or remain payable without penalty, or to the
     extent that non-payment thereof is permitted by Section 6.11;

          (c) carriers', warehousemen's, mechanics', landlords', materialmen's,
     repairmen's or other similar Liens arising in the ordinary course of
     business which are not delinquent or remain payable without penalty or
     which are being contested in good faith by appropriate proceedings
     diligently prosecuted;

          (d) Liens (other than any Lien imposed by ERISA) incurred or deposits
     made in the ordinary course of business in connection with workers'
     compensation, unemployment insurance and other types of social security, or
     to secure the performance of tenders, statutory obligations, surety and
     appeal bonds, bids, leases, government contracts, performance and
     return-of-money bonds, reinsurance agreements and other similar obligations
     incurred in the ordinary course of business (exclusive of obligations in
     respect of the payment for borrowed money);

          (e) Liens existing on the Closing Date and identified on Schedule
     7.01;

          (f) Liens consisting of pledges or deposits of cash or securities made
     by any Insurance Subsidiary as a condition to obtaining or maintaining any
     licenses issued to it by, or to satisfy the requirements of, any
     Department;


                                        3
<PAGE>
          (g) Liens consisting of judgment or judicial attachment Liens (other
     than arising as a result of claims under or related to Insurance Contracts,
     Retrocession Agreements or Reinsurance Agreements); provided that the
     enforcement of such Liens is effectively stayed or fully covered by
     insurance and all such liens in the aggregate at any time outstanding for
     the Borrower and its Subsidiaries do not exceed 5% of Net Worth;

          (h) easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business which, in the
     aggregate, are not substantial in amount, and which do not in any case
     materially detract from the value of the property subject thereto or
     interfere with the ordinary conduct of the businesses of the Borrower and
     its Subsidiaries;

          (i) Liens securing obligations in respect of Capital Leases permitted
     pursuant to Section 7.04(d) on assets subject to such leases; provided that
     such Capital Leases are otherwise permitted hereunder,

          (j) Liens securing obligations permitted under Sections 7.04(f) and
     (g), to the extent such Liens are identified and permitted under such
     Sections;

          (k) Liens arising as a result of claims under or related to Insurance
     Contracts, Reinsurance Agreements or Retrocession Agreements in the
     ordinary course of business, or securing Indebtedness of Insurance
     Subsidiaries incurred or assumed in connection with the settlement of claim
     losses in the ordinary course of business of such Insurance Subsidiaries;

          (l) Liens on assets of a Person that becomes a Subsidiary after the
     Closing Date pursuant to a Permitted Acquisition securing Indebtedness
     permitted by Section 7.04(h), which Liens previously existed and were not
     created in contemplation thereof and which are not increased to cover any
     other property;

          (m) Liens on assets of the Borrower or its Subsidiaries securing
     Indebtedness owed to the Borrower or a Subsidiary and permitted under
     Section 7.04(l);

          (n) Liens on assets of Designated Subsidiaries securing Indebtedness
     permitted under Section 7.04(m);

          (o) so long as no Default or Event of Default has occurred and is
     continuing, other Liens securing obligations in an aggregate amount not
     exceeding at any one time outstanding 5% of Net Worth; and

          (p) any extension, renewal or replacement of the foregoing; provided
     that the Liens permitted hereby shall not be spread to cover any additional
     Indebtedness or property (other than a substitution of like property).

     (g) Section 7.02 of the Credit Agreement is hereby amended to read as
follows:

          7.02 CONSOLIDATIONS AND MERGERS; SALES OF ASSETS. The Borrower shall
     not, and shall not permit any of its Subsidiaries to, merge, consolidate
     with or into, or convey,


                                        4
<PAGE>
     transfer, lease or otherwise dispose of (whether in one transaction or in a
     series of transactions) all or any part of its assets (including
     receivables and Equity Interests, and in all cases whether now owned or
     hereafter acquired) to or in favor of any Person, except:

          (a) any Subsidiary may merge with the Borrower; provided that the
     Borrower shall be the continuing or surviving Person, or with any one or
     more Subsidiaries; provided that if any transaction shall be between a
     Subsidiary and a Subsidiary that is a Wholly-Owned Subsidiary, the
     Subsidiary that is a Wholly-Owned Subsidiary shall be the continuing or
     surviving Person;

          (b) any Subsidiary may sell all or any part of its assets (upon
     voluntary liquidation or otherwise) to the Borrower or another Subsidiary
     that is a Wholly-Owned Subsidiary; and

          (c) the Borrower or any Subsidiary may sell, lease, convey or
     otherwise dispose of assets (i) if such sale, lease, conveyance or other
     disposition is (A) of portfolio Investments in the ordinary course of its
     business at fair market value, (B) of obsolete, worn-out or surplus
     property, (C) a sale of property to the extent such property is exchanged
     for credit against the purchase price of similar replacement property or
     the Net Disposition Proceeds thereof are promptly applied to the purchase
     of such replacement property; (D) ordinary course dispositions of real
     estate and related properties in connection with relocation activities for
     employees of the Borrower and its Subsidiaries; (E) dispositions of
     tangible property as part of a like kind exchange under Section 1031 of the
     Code in the ordinary course of business; (F) dispositions of real estate
     and related properties as part of the resolution or settlement of claims
     under an Insurance Contract in the ordinary course of business; or (G) a
     voluntary termination of a Swap Contract; and (ii) not otherwise permitted
     to be sold, leased, conveyed or disposed of in clause (i) immediately
     preceding, provided that (A) no Default or Event of Default shall have
     occurred or be continuing or would occur after giving effect thereto, (B)
     all such dispositions shall be for fair market value, (C) the aggregate
     value of all assets disposed of pursuant to this clause (ii) by the
     Borrower and its Subsidiaries (excluding the FIS Recapitalization
     Transaction and any additional disposition of common Equity Interests of
     FIS) shall not exceed (A) 25% of Net Worth (determined as of the last day
     of the immediately preceding Fiscal Year) in any Fiscal Year other than
     Fiscal Year 2005 or (B) 15% of Net Worth in Fiscal Year 2005, and (D) such
     disposition, if to FIS or any of its subsidiaries, would be an investment
     or acquisition otherwise permitted to be made by FIS or any of its
     subsidiaries under the FIS Credit Agreement.

     (h) Section 7.03 of the Credit Agreement is hereby amended to read as
follows:

          7.03 INVESTMENTS. The Borrower shall not, and shall not permit any of
     its Subsidiaries to, make any Investments, except for:

          (a) Investments held by the Borrower or any of its Subsidiaries in the
     form of (i) Primary Investments and (ii) so long as no Default or Event of
     Default has occurred and is continuing at the time of the making of such
     Investment or after giving effect


                                        5
<PAGE>
     thereto, Secondary Investments; provided that, (A) such Investments comply
     with all Legal Requirements, (B) the aggregate amount of Secondary
     Investments shall not exceed 15% of the aggregate amount of the Borrower's
     total investment portfolio and (C) the aggregate amount of Investments in
     Secondary Investments that are issued by a single issuer shall not exceed
     5% of the aggregate amount of the Borrower's total investment portfolio
     (with all valuations for purposes of compliance with this clause (ii) being
     on a cost basis);

          (b) extensions of credit and capital contributions by the Borrower to
     any of its Subsidiaries existing on the Closing Date or to new Subsidiaries
     created after the Closing Date in accordance with this Agreement or by any
     of its Subsidiaries to another of its Subsidiaries existing on the Closing
     Date or to new Subsidiaries created after the Closing Date in accordance
     with this Agreement (for clarification purposes, FIS and its Subsidiaries
     shall not be deemed to be Subsidiaries of the Borrower in existence on the
     Closing Date);

          (c) Investments by the Insurance Subsidiaries in the ordinary course
     of business and in compliance with all applicable regulatory requirements;

          (d) Investments existing on the Closing Date and identified on
     Schedule 7.03;

          (e) extensions of credit in the nature of accounts receivable, notes
     receivable, lease obligations and similar obligations arising in the
     ordinary course of business;

          (f) Investments constituting Permitted Acquisitions;

          (g) Investments consisting of non-cash proceeds from Dispositions
     permitted under Section 7.02(c) and (d);

          (h) so long as no Default or Event of Default has occurred and is
     continuing, Investments of FIS Recapitalization Proceeds in FIS and its
     Subsidiaries after the Third Amendment Closing Date, together with
     Restricted Payments made with FIS Recapitalization Proceeds permitted
     pursuant to Section 7.06(b)(i), not to exceed $900,000,000 in aggregate
     amount; and

          (i) so long as no Default or Event of Default has occurred and is
     continuing, other Investments (excluding Investments in FIS and its
     Subsidiaries) in an aggregate amount not to exceed at any one time
     outstanding 3% of Net Worth.

          Notwithstanding anything in this Section 7.03 or elsewhere in this
     Agreement to the contrary, no Investment may be made in FIS or any of its
     subsidiaries unless such Investment would otherwise be permitted to be made
     under the FIS Affiliate Credit Agreement by FIS or its subsidiaries.

     (i) Section 7.04 of the Credit Agreement is hereby amended to read as
follows:


                                        6
<PAGE>
          7.04 LIMITATION ON INDEBTEDNESS. The Borrower shall not, and shall not
     permit any of its Subsidiaries to, create, incur, assume, suffer to exist,
     or otherwise become or remain directly or indirectly liable with respect
     to, any Indebtedness, except:

          (a) Indebtedness incurred pursuant to this Agreement;

          (b) Indebtedness consisting of Contingent Obligations in respect of
     obligations of other Persons (excluding for purposes of this Section
     7.04(b) only, Contingent Obligations of the Borrower in respect of airplane
     leases of its Subsidiaries not to exceed $25,000,000 in aggregate amount)
     in an aggregate amount not to exceed at any one time outstanding 3% of Net
     Worth;

          (c) Indebtedness existing on the Closing Date and identified on
     Schedule 7.04;

          (d) Indebtedness incurred in the ordinary course of business in
     connection with (i) Capital Leases which are non-recourse to the Borrower
     or its Subsidiaries and (ii) other Capital Leases in an aggregate amount
     not to exceed at any one time outstanding 3% of Net Worth;

          (e) Obligations under Swap Contracts entered into for hedging
     purposes;

          (f) Indebtedness of the Borrower and its Subsidiaries having a
     maturity of 92 days or less representing borrowings from a bank or banks
     with which the Borrower or such Subsidiary has a depository relationship,
     which borrowings shall be fully secured by Cash Equivalents purchased by
     the Borrower or such Subsidiary with the proceeds of such borrowings;

          (g) Obligations incurred in the ordinary course of business in
     connection with relocation service transactions and secured by properties
     which are the subject to such transactions;

          (h) Indebtedness of a Person that becomes a Subsidiary after the
     Closing Date pursuant to a Permitted Acquisition, which Indebtedness
     existed prior to such Acquisition and was not created in contemplation
     thereof;

          (i) so long as no Default or Event of Default has occurred and is
     continuing at the time of incurrence thereof or after giving effect
     thereto, unsecured Indebtedness of the Borrower; provided that such
     Indebtedness (i) shall mature no earlier than November 5, 2008, (ii) shall
     not have any scheduled principal payments or provide for any mandatory
     prepayments or redemptions or repurchases not otherwise provided to the
     Lenders hereunder (including by way of a default under this Agreement)
     prior to November 5, 2008, (iii) has covenants, defaults and other terms
     and conditions (other than interest rates) no more restrictive than those
     contained in this Agreement, and (iv) at any time a Guaranty Trigger Event
     has occurred and is continuing, shall not exceed, when aggregated with all
     other Indebtedness outstanding under this clause (i), $700,000,000,
     provided that any Indebtedness permitted to be incurred pursuant to this
     clause (i) prior to


                                        7
<PAGE>
     a Guaranty Trigger Event shall continue to be permitted and may remain
     outstanding at such time as a Guaranty Trigger Event has occurred and is
     continuing;

          (j) so long as no Default or Event of Default has occurred and is
     continuing at the time of incurrence thereof, other Indebtedness of the
     Borrower and its Subsidiaries (excluding Synthetic Lease Obligations) in an
     aggregate principal amount not to exceed at any one time outstanding 4% of
     Net Worth;

          (k) obligations consisting of guarantees of Indebtedness of insurance
     agents of an Insurance Subsidiary in an aggregate amount not to exceed at
     any one time outstanding 3% of Net Worth;

          (l) Indebtedness of the Borrower or a Subsidiary owing to the Borrower
     or another Subsidiary, provided that the payment of such Indebtedness by
     the Borrower or a Subsidiary that is a Subsidiary Guarantor is subordinate
     to the payment of the Obligations pursuant to Section 2.8 of the Subsidiary
     Guaranty or otherwise in a manner satisfactory to the Administrative Agent;

          (m) Non-Recourse Debt of the Designated Subsidiaries;

          (n) so long as no Default or Event of Default has occurred and is
     continuing at the time of incurrence thereof, Synthetic Lease Obligations
     of the Borrower, provided the aggregate Attributable Indebtedness in
     respect thereof shall not exceed at any one time outstanding 5% of Net
     Worth; and

          (o) any extensions, renewals or refinancings of the foregoing on terms
     substantially similar to, or more favorable to the Borrower or any
     Subsidiary than (but not less favorable to the Lenders), the terms of the
     Indebtedness being extended, renewed or refinanced.

     (j) Section 7.06 of the Credit Agreement is hereby amended to read as
follows:

          7.06 RESTRICTED PAYMENTS. The Borrower shall not, and shall not allow
     any of its Subsidiaries to, declare or make any dividend payment or other
     distribution of assets, properties, cash, rights, obligations or securities
     on account of any shares of any class of its Equity Interests, or purchase,
     redeem or otherwise acquire for value any shares of any class of its Equity
     Interests or any warrants, rights or options to acquire such shares, now or
     hereafter outstanding, or directly or indirectly voluntarily prepay,
     defease or in substance defease, purchase, redeem, retire or otherwise
     acquire, any Indebtedness described in Section 7.04(i), or Section 7.04(j)
     (collectively, "Restricted Payments"), except that (a) any Subsidiary may
     pay dividends and tax sharing payments to the corporations which own its
     Equity Interest, (b) the Borrower may, so long as before and after giving
     effect to any such payment no Event of Default or Default shall have
     occurred, make (i) Restricted Payments with FIS Recapitalization Proceeds
     (excluding the FIS Recapitalization Distribution) after the Third Amendment
     Closing Date, together with Investments made with Recapitalization Proceeds
     permitted pursuant to Section 7.03(h), not to exceed $900,000,000 in
     aggregate amount and (ii) the FIS Recapitalization Distribution, and (c)
     the Borrower may, so long as before and after


                                        8
<PAGE>
     giving effect to any such payment no Event of Default or Default shall have
     occurred, at any time that the Borrower's Debt Rating is Investment Grade
     by either S&P or Moody's, make Restricted Payments in addition to those
     permitted pursuant to clause (a) and (b) above; provided, however, if at
     any time during any Fiscal Year the Borrower's Debt Rating is not
     Investment Grade Rating by both S&P and Moody's, the Borrower may not make
     any such additional Restricted Payments during such time that would cause
     the aggregate amount of Restricted Payments during such Fiscal Year to
     exceed 10% of Net Worth as of the last day of the immediately preceding
     Fiscal Year; provided, further, however, that if no Default exists or would
     result therefrom, the Borrower shall be entitled to make additional
     Restricted Payments in the immediately following Fiscal Year only and not
     on a cumulative basis, in an amount of the Restricted Payments permitted to
     be made for the preceding Fiscal Year which were not made during such
     Fiscal Year.

     (k) Section 7.09(a) of the Credit Agreement is hereby amended to read as
follows:

          7.09 FINANCIAL COVENANTS.

          (a) Net Worth. The Borrower shall not permit its Net Worth as of
     December 31, 2004 or as at the end of any Fiscal Quarter thereafter to be
     less than (A) an amount equal to 75% of Net Worth as of December 31, 2004,
     plus (B) 50% of Net Income (in excess of zero) for the period from the
     beginning of the first Fiscal Quarter following December 31, 2004 to the
     last day of the Fiscal Quarter for which such determination is made, plus
     (C) 50% of cumulative cash equity contributions received by the Borrower
     after December 31, 2004 through the issuance of Equity Interests (excluding
     the FIS Recapitalization Dividend and any other proceeds received by the
     Borrower or any Subsidiary in respect of the FIS Stock Issuance).

     (l) Section 7.13 of the Credit Agreement is hereby deleted.

     (m) Section 8.01(e) of the Credit Agreement is hereby amended to read as
follows:

          (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to
     make any payment when due (whether by scheduled maturity, required
     prepayment, acceleration, demand, or otherwise) in respect of any
     Indebtedness or Contingent Obligation (other than Indebtedness hereunder
     and Indebtedness under Swap Contracts) having an aggregate principal amount
     (including undrawn committed or available amounts and including amounts
     owing to all creditors under any combined or syndicated credit arrangement)
     of more than 3% of Net Worth and such failure continues after the
     applicable grace or notice period, if any, specified in the relevant
     document on the date of such failure, or (B) fails to observe or perform
     any other agreement or condition relating to any such Indebtedness or
     Contingent Obligation or contained in any instrument or agreement
     evidencing, securing or relating thereto, or any other event occurs, the
     effect of which default or other event is to cause, or to permit the holder
     or holders of such Indebtedness or the beneficiary or beneficiaries of such
     Guarantee (or a trustee or agent on behalf of such holder or holders or
     beneficiary or beneficiaries) to cause, with the giving of notice if
     required, such Indebtedness to be demanded or to become due or to be
     repurchased, prepaid, defeased or redeemed (automatically or otherwise), or
     an offer to


                                        9
<PAGE>
     repurchase, prepay, defease or redeem such Indebtedness to be made, prior
     to its stated maturity, or such Guarantee to become payable or cash
     collateral in respect thereof to be demanded; or (ii) there occurs under
     any Swap Contract an Early Termination Date (as defined in such Swap
     Contract) resulting from (A) any event of default under such Swap Contract
     as to which the Borrower or any Subsidiary is the Defaulting Party (as
     defined in such Swap Contract) or (B) any Termination Event (as so defined)
     under such Swap Contract as to which the Borrower or any Subsidiary is an
     Affected Party (as so defined) and, in either event, the Swap Termination
     Value owed by the Borrower or such Subsidiary as a result thereof is
     greater than 3% of Net Worth; or

     (n) Schedule 5.14(a) of the Credit Agreement is hereby amended to be in the
form of Schedule 5.14(a) to this Third Amendment.

     (o) Exhibit E, Compliance Certificate, is hereby amended to be in the form
of Exhibit E to this Third Amendment.

     2. RELEASE. FIS, FISAK and FNIS are hereby released from all of their
respective obligations under the Subsidiary Guaranty.

     3. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof:

     (a) the representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct in all material respects on
and as of the date hereof as made on and as of such date;

     (b) no event has occurred and is continuing which constitutes a Default or
an Event of Default;

     (c) (i) the Borrower has full power and authority to execute and deliver
this Third Amendment, (ii) this Third Amendment has been duly executed and
delivered by the Borrower, and (iii) this Third Amendment and the Credit
Agreement, as amended hereby, constitute the legal, valid and binding
obligations of the Borrower, enforceable in accordance with their respective
terms, except as enforceability may be limited by applicable Debtor Relief Laws
and by general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law) and except as rights to indemnity may be
limited by federal or state securities laws;

     (d) neither the execution, delivery and performance of this Third Amendment
or the Credit Agreement, as amended hereby, nor the consummation of any
transactions contemplated herein or therein, will conflict with any Law or
Organization Documents of the Borrower, or any indenture, agreement or other
instrument to which the Borrower or any of its properties are subject; and

     (e) no authorization, approval, consent, or other action by, notice to, or
filing with, any governmental authority or other Person (including the board of
directors of the Borrower) is


                                       10
<PAGE>
required for the execution, delivery or performance by the Borrower of this
Third Amendment or acknowledged by any Subsidiary Guarantor of this Third
Amendment.

     4. CONDITIONS TO EFFECTIVENESS. This Third Amendment, including the release
set forth in Section 2 of this Third Amendment, shall be effective upon
satisfaction or completion of the following:

     (a) the Administrative Agent shall have received counterparts of this Third
Amendment executed by the Required Lenders;

     (b) the Administrative Agent shall have received counterparts of this Third
Amendment executed by the Borrower and acknowledged by the Subsidiary
Guarantors;

     (c) the representations and warranties contained in Section 3 of this Third
Amendment shall be true and correct in all material respects;

     (d) the Borrower shall have received the FIS Recapitalization Dividend,
which may initially be paid in the form of a note; provided that if the note is
not paid in full by FIS within 15 Business Days after the issuance thereof, then
notwithstanding anything in this Third Amendment to the contrary, this Third
Amendment shall automatically terminate and be of no further force or effect;

     (e) the FIS Credit Agreement shall have been refinanced, and the Borrower
and all Subsidiaries that guaranty any obligations in respect of the FIS Credit
Agreement shall be released from all obligations with respect thereto;

     (f) the Administrative Agent shall have received, for the account of each
Lender signing this Third Amendment, an amendment fee in immediately available
funds in an amount equal to the product of (i) 0.05% and (ii) each such Lender's
Commitment;

     (g) the Administrative Agent shall have received, for its own account, the
fee agreed to be paid by the Borrower to the Administrative Agent with respect
to this Third Amendment; and

     (h) the Administrative Agent shall have received, in form and substance
satisfactory to the Administrative Agent and its counsel, such other documents,
certificates and instruments as the Administrative Agent shall require.

     5. REFERENCE TO THE CREDIT AGREEMENT.

     (a) Upon the effectiveness of this Third Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", or words of like import shall
mean and be a reference to the Credit Agreement, as affected and amended hereby.

     (b) The Credit Agreement, as amended by the amendments referred to above,
shall remain in full force and effect and is hereby ratified and confirmed.


                                       11
<PAGE>
     6. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Third Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto).

     7. GUARANTOR'S ACKNOWLEDGMENT. By signing below, each Subsidiary Guarantor
(a) acknowledges, consents and agrees to the execution, delivery and performance
by the Borrower of this Third Amendment, (b) acknowledges and agrees that its
obligations in respect of its Subsidiary Guaranty are not released, diminished,
waived, modified, impaired or affected in any manner by this Third Amendment or
any of the provisions contemplated herein, including, without limitation, the
release of FIS, FISAK and FNIS from their respective obligations under the
Subsidiary Guaranty, (c) ratifies and confirms its obligations under its
Subsidiary Guaranty, and (d) acknowledges and agrees that it has no claims or
offsets against, or defenses or counterclaims to, its Subsidiary Guaranty

     8. EXECUTION IN COUNTERPARTS. This Third Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument. For purposes of this Third Amendment, a counterpart hereof (or
signature page thereto) signed and transmitted by any Person party hereto to the
Administrative Agent (or its counsel) by facsimile machine, telecopier or
electronic mail is to be treated as an original. The signature of such Person
thereon, for purposes hereof, is to be considered as an original signature, and
the counterpart (or signature page thereto) so transmitted is to be considered
to have the same binding effect as an original signature on an original
document.

     9. GOVERNING LAW; BINDING EFFECT. This Third Amendment shall be governed by
and construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such state, provided that
each party shall retain all rights arising under federal law, and shall be
binding upon the parties hereto and their respective successors and assigns.

     10. HEADINGS. Section headings in this Third Amendment are included herein
for convenience of reference only and shall not constitute a part of this Third
Amendment for any other purpose.

     11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


                                       12
<PAGE>
     IN WITNESS WHEREOF, this Third Amendment is executed as of the date first
set forth above.

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By:
                                            ------------------------------------
                                            Name: Patrick G. Farenga
                                            Title: Vice President - Treasurer

                        Signature Page to Third Amendment
<PAGE>
                                        BANK OF AMERICA, N.A., as Administrative
                                        Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        BANK OF AMERICA, N.A., as a Lender and
                                        Swing Line Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        JPMORGAN CHASE BANK, N.A., as a Lender
                                        and Co-Syndication Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        U. S. BANK NATIONAL ASSOCIATION, as a
                                        Lender and Co-Syndication Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        SUNTRUST BANK, as a Lender and
                                        Co-Syndication Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                        a Lender and Co-Syndication Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                        as a Lender and Co-Managing Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        UNION BANK OF CALIFORNIA, N.A., as a
                                        Lender and Co-Managing Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        BANK OF THE WEST, as a Lender and Co-
                                        Managing Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        COMERICA BANK, as a Lender and Co-
                                        Managing Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        HARRIS NESBITT FINANCING, INC.,
                                        (formerly known as BMO Nesbitt Burns
                                        Financing, Inc.)


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        SUMITOMO MITSUI BANKING CORP., NEW
                                        YORK, as a Lender and Co-Managing Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        MIZUHO CORPORATE BANK, LTD., as a
                                        Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        KEYBANK NATIONAL ASSOCIATION, as a
                                        Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        FIFTH THIRD BANK, as a Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        COMPASS BANK, as a Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        CITIBANK (WEST), FSB, as a Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        NATIONAL CITY BANK, as a Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        CHANG HWA COMMERCIAL BANK, LTD.,
                                        NEW YORK BRANCH, as a Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        HUA NAN COMMERCIAL BANK, LTD. NEW YORK
                                        AGENCY, as a Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        BANK OF HAWAII, as a Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        WASHINGTON MUTUAL BANK, as a Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        LA SALLE BANK NATIONAL ASSOCIATION, as a
                                        Lender and Co-Managing Agent


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        PNC BANK, NATIONAL ASSOCIATION, as a
                                        Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
                                        THE INTERNATIONAL COMMERCIAL BANK OF
                                        CHINA, LOS ANGELES BRANCH, as a Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

                        Signature Page to Third Amendment
<PAGE>
ACKNOWLEDGED AND AGREED TO:

FIDELITY NATIONAL MANAGEMENT SERVICES, LLC

ALAMO TITLE COMPANY
ALAMO TITLE COMPANY OF HARRIS COUNTY, INC.
ALAMO TITLE COMPANY OF TARRANT COUNTY, INC.
ALAMO TITLE OF TRAVIS COUNTY, INC.
FIDELITY NATIONAL TITLE AGENCY, INC.
FIDELITY NATIONAL TITLE AGENCY OF NEVADA, INC.
FIDELITY NATIONAL TITLE COMPANY
FIDELITY NATIONAL TITLE COMPANY OF CALIFORNIA
FIDELITY NATIONAL TITLE COMPANY OF OREGON
FIDELITY NATIONAL TITLE COMPANY OF WASHINGTON, INC.
FIRST TITLE CORPORATION
TICOR TITLE COMPANY OF CALIFORNIA


By:
    ---------------------------------
    Patrick G. Farenga
    Vice President and Treasurer

                        Signature Page to Third Amendment
<PAGE>
                                Schedule 5.14(a)

                                  Subsidiaries

* Denotes a Material Subsidiary

** Denotes an Insurance Subsidiary

*/** Denotes a Subsidiary that is both a Material Subsidiary and an Insurance
Subsidiary

1 Stop Cyber Mall Inc.

2027267 Ontario Inc.

Adnoram Settlement Agency of Ohio, LLC (50.1%)

AIS Alamo Insurance Services, Inc.

*Alamo Title Company

Alamo Title Company of Brazoria County, Inc.

*Alamo Title Company of Harris County, Inc.

*Alamo Title Company of Tarrant County, Inc.

Alamo Title Holding Company

**Alamo Title Insurance

Alamo Title of Guadalupe County, Inc.

*Alamo Title of Travis County, Inc.

Alexander Title Agency, Incorporated

American Investment Properties, LLC

American Research Services LLC

American Title Agency of Pima County, Inc.

American Title Company (inactive)

Amtitle Company

ANFI, Inc.

Baton Rouge Title Company, Inc.

BHC&M, Ltd.

Castle Escrow Holdings, LLC

Chicago Heritage Insurance Services, Inc.

Chicago Land Agency Services, Inc. (52%)

Chicago Title Agency of Central Ohio, Inc.


                              Schedule 5.14(a) - 1
<PAGE>
Chicago Title and Trust Company

Chicago Title Company

Chicago Title Company of Washington

*/**Chicago Title Insurance Company

**Chicago Title Insurance Company of Oregon

**Chicago Title Insurance Company of Puerto Rico (99.2%)

Chicago Title Land Trust Company

Chicago Title of Colorado, Inc.

Chicago Title of Michigan, Inc.

Chicago Title of the Florida Keys, Inc. (85%)

Commonwealth Title Company

Community Title Company (51%)

Construction Disbursements LLC

CT/Nevada Holding Co.

Dallas-Fidelity National Title Agency, Inc.

Decatur Title Company L.L.C.

Duxford Escrow, Inc. (51%)

EC Purchasing.com, Inc.

Emerald Mortgagee Assistance Company, LLC

Executive Direct, Inc.

Executive Title Agency Corp.

EZ Legal, L.L.C.

Fidelity Affiliates, LLC

Fidelity Asset Management, Inc. (Arizona)

Fidelity Asset Management, Inc. (California)

Fidelity Express Network, Inc.

Fidelity Fulfillment Center, LLC (51%)

Fidelity Fulfillment Services, Inc.

Fidelity Global Solutions Costa Rica, S.A.

Fidelity National Agency of Arizona, Inc. (51%)

Fidelity National Builder Services, LLC


                              Schedule 5.14(a) - 2
<PAGE>
Fidelity National Claims Services, Inc.

Fidelity National Company of Northern California

Fidelity National Financial, Inc.

**Fidelity National Home Warranty Company

**Fidelity National Insurance Company

Fidelity National Insurance Services, Inc. (an Arizona corporation)

Fidelity National Insurance Services, Inc. (a California corporation)

**Fidelity National Lloyds (an association of individuals)

*Fidelity National Management Services, LLC

*Fidelity National Title Agency, Inc.

*Fidelity National Title Agency of Nevada, Inc.

Fidelity National Title Agency of Pinal County, Inc.

Fidelity National Title and Abstract, Inc.

Fidelity National Title & Escrow of Hawaii, Inc.

*Fidelity National Title Company

*Fidelity National Title Company of California

*Fidelity National Title Company of Oregon

*Fidelity National Title Company of Washington, Inc.

Fidelity National Title Insurance Agency of Coconino, Inc.

*/**Fidelity National Title Insurance Company

*/**Fidelity National Title Insurance Company of New York

**First Community Insurance Company

First National Financial Title Services of Alabama, Inc.

First Partners Title Agency, LLC (50.01%)

*First Title Corporation

First Title Corporation of Alabama, Inc.

FNF Canada Company

FNF Capital, Inc.

FNF Escrow Holdings, LLC

FNF Escrow Holdings II, LLC

FNF Escrow Holdings, III, LLC

FNF Funding X, LLC


                              Schedule 5.14(a) - 3
<PAGE>
FNF National Record Centers, Inc.

FNF Title Reinsurance Company

FNL Management Corporation

FNTIC Properties

Fortuna Service Company, LLC

Fuentes and Kreischer Title Company

Gemini Escrow Services, Inc.

GF Funding Corp. VIII

GIT Holding Company, Inc. (60%)

Great Northern Title Agency, LLC (52.38%)

Greater Illinois Title Company, Inc. (60%)

Heritage American Insurance Services, Inc.

Heritage Title Company

Interfirst Escrow, Inc. (51%)

Iowa Land Services Company

Island Title Company

Johnson County Title Company, Inc.

Kensington Development Corporation

Lake County Trust Company

Lake First Title Agency, LLC (50.1%)

Land Title & Survey, Inc.

Landmark REO Management Services, Inc.

LaSalle County Title Company, L.L.C. (80%)

LC Investment Corporation

Legacy Title Company

Lexington Capital Corporation

Manchester Development Corporation

McHenry County Title Company

McLean County Title Company

McNamara, Inc.

National Alliance Marketing Group, Inc.

National Title Company of Fresno County (51%)


                              Schedule 5.14(a) - 4
<PAGE>
National Title Company of San Francisco (51%)

National Title Company of Southern California (51%)

National Title Company of Ventura County (51%)

National Title Insurance Services, Inc.

**Nations Title Insurance of New York Inc.

Northwest Equities, Inc.

Northwest Title Agency of Ohio and Michigan, Inc.

NRT Title Agency, LLC

Palm Beach Joint Title Plant, Inc. (12.5%)

Pioneer Land Services, LLC (51%)

Pioneer National Title Company 95-3488610 (Arizona)

Premier Escrow Services, LLC

Premier Services of Nevada, LLC (51%)

Professional Escrow, Inc.

Prospect Office Partners, LP

Real Estate Index, Inc.

Real Estate Index Agency of Ohio, Ltd.

RealtyCheck.com, LLC

Referral Connection, LLC

Rocky Mountain Aviation, Inc.

Rocky Mountain Printing Services, Inc.

Rocky Mountain Support Services, Inc.

Saddleback Title Company (51%)

San Joaquin Title Company

S.D.C. Title Agency, LLC

Security Title Agency, Inc.

Security Title Company, LLC

Security Union Insurance Services, Inc.

**Security Union Title Insurance Company

Sentry Service Systems, Inc.

Southern Arizona Title & Trust Company

Spring Service Corporation


                              Schedule 5.14(a) - 5
<PAGE>
Spring Service Texas, Inc.

Superior Data Services, Inc.

SWT Holdings, Inc.

Ten Thirty-One, L.L.C.

The Maryland Title Guarantee Company

The Title Company of Canada, Ltd.

The Title Guarantee Company

Third Millenium Title Agency, LLC (50.1%)

Ticor Financial Company

Ticor Insurance Services, Inc.

Ticor Title Abstract of New York, Inc.

Ticor Title Agency of Arizona, Inc.

Ticor Title Company

*Ticor Title Company of California

Ticor Title Company of Oregon

Ticor Title Consultants Ltd.

*/**Ticor Title Insurance Company

Ticor Title Insurance Company Limited

Ticor Title of Nevada, Inc.

Ticor Title of Washington, Inc.

Title Accounting Services Corporation

Title America, LLC (50.1%)

Title and Trust Company

Title Insurance and Escrow Services, Inc.

Title Services, Inc.

TPO, Inc.

TSNY Agency of New York City, Inc.

TT Acquisition Corp.

Tucson Title Insurance Company

United Financial Management Company

United Land Title Agency, LLC (50.1%)

United Title of Nevada, Inc.


                              Schedule 5.14(a) - 6
<PAGE>
UTC Capital Group, Inc.

Washington Title Company

Washington Title Insurance Company

West Point Properties, Inc.

West Point Support Services, Inc.

Western Financial Trust Company

Yuma Title Agency, Inc.

Yuma Title and Trust Company


                              Schedule 5.14(a) - 7
<PAGE>
                                                                       EXHIBIT E

                         FORM OF COMPLIANCE CERTIFICATE

                                        Financial Statement Date: _____________,

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Credit Agreement, dated as of November 4,
2003 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Fidelity National Financial, Inc., a Delaware
corporation (the "Borrower"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent and Swing Line Lender.

     The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the ________________________ of the Borrower, and that, as such,
he/she is authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of the Borrower, and that:

      [Use following paragraph 1 for fiscal YEAR-END financial statements]

     1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of
the Borrower ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

    [Use following paragraph 1 for fiscal QUARTER-END financial statements]

     1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of the
Borrower ended as of the above date. Such financial statements fairly present
the financial condition, results of operations and cash flows of the Borrower
and its Subsidiaries in accordance with GAAP as at such date and for such
period, subject only to normal year-end audit adjustments and the absence of
footnotes.

     2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Borrower during the accounting period covered by the attached financial
statements.

     3. A review of the activities of the Borrower during such fiscal period has
been made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Borrower performed and observed all its
Obligations under the Loan Documents, and

                                  [select one:]


                                  Exhibit E - 1
<PAGE>
     [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD, THE
BORROWER PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN
DOCUMENTS APPLICABLE TO IT.]

                                     --or--

     [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED
AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT AND ITS NATURE AND STATUS:]

     4. The representations and warranties of the Borrower contained in Article
V of the Agreement, or which are contained in any document furnished at any time
under or in connection with the Loan Documents, are true and correct on and as
of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this
Compliance Certificate, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Agreement, including the statements in
connection with which this Compliance Certificate is delivered.

     5. As of ___________________ (the "Computation Date")(1):

     (a)  The Net Worth as of the Computation Date was $_______________________,
          as computed on Attachment 1 hereto.

          The minimum Net Worth permitted pursuant to Section 7.09(a) on the
          Computation Date is $____________________, as computed on Attachment 1
          hereto.

     (b)  The Interest Coverage Ratio was _______________ to 1.00, as computed
          on Attachment 2 hereto.

          The minimum Interest Coverage Ratio permitted pursuant to Section
          7.09(b) on the Computation Date is 2.50 to 1:00.

     (c)  The Total Debt to Total Capitalization Ratio was _______ to 1.00, as
          computed on Attachment 3 hereto.

          The maximum Total Debt to Total Capitalization Ratio permitted
          pursuant to Section 7.09(c) on the Computation Date is 0.35 to 1.00.

     (d)  The aggregate fair market value of Dispositions of the type referred
          to in Section 7.02(c)(ii) was $_____________ in the current Fiscal
          Year.

          The maximum aggregate fair market value of such Dispositions permitted
          pursuant to Section 7.02(c)(ii) (excluding FIS Recapitalization
          Transaction and

----------
(1)  The last day of the most recently completed Fiscal Quarter of the Borrower.


                                  Exhibit E - 2
<PAGE>
          additional dispositions of common Equity Interests of FIS) is [25% OF
          NET WORTH AS OF LAST DAY OF IMMEDIATELY PRECEDING FISCAL YEAR IN ANY
          FISCAL YEAR OTHER THAN 2005; 15% OF NET WORTH AS OF DECEMBER 31, 2004
          IN FISCAL YEAR 2005].

     (e)  The aggregate amount of Secondary Investments referred to in Section
          7.03(a) equaled _____% of the aggregate amount of the Borrower's total
          investment portfolio and the aggregate amount of Investments in such
          Secondary Investments that are issued by a single issuer equaled
          ______% of the aggregate amount of the Borrower's total investment
          portfolio.

          The maximum aggregate amount of such Secondary Investments permitted
          pursuant to in Section 7.03(a) is 15% of the aggregate amount of the
          Borrower's total investment portfolio and the maximum aggregate amount
          of Investments in such Secondary Investments that are issued by a
          single issuer is 5% of the aggregate amount of the Borrower's total
          investment portfolio.

     (f)  The total consideration payable in cash in respect of all Permitted
          Acquisitions during the current Fiscal Year up to the Computation Date
          was $____________.

          The maximum total consideration payable in cash in respect of all
          Acquisitions constituting Permitted Acquisitions in any Fiscal Year
          permitted pursuant to Section 7.03(f) is $500,000,000.

     (g)  [TO BE COMPLETED AT ANY TIME A GUARANTY TRIGGER EVENT HAS OCCURRED AND
          IS CONTINUING] The aggregate principal amount of the Indebtedness of
          the type referred to in Section 7.04(i) with respect to the Borrower
          was $___________.

          The maximum aggregate principal amount of such Indebtedness of the
          Borrower permitted pursuant to Section 7.04(i) is $700,000,000.

     (h)  The aggregate principal amount of Indebtedness of the type referred to
          in Section 7.04(j) with respect to the Borrower and its Subsidiaries
          was $______________.

          The maximum aggregate principal amount of such Indebtedness of the
          Borrower and its Subsidiaries permitted pursuant to Section 7.04(j) is
          [4% OF NET WORTH].

     (i)  The aggregate amount of Attributable Indebtedness of the type referred
          to in Section 7.04(n) with respect to the Borrower was $_____________.

          The maximum aggregate amount of such Attributable Indebtedness of the
          Borrower permitted pursuant to Section 7.04(n) is [5% OF NET WORTH].

     (j)  The aggregate amount of Capital Expenditures made or committed to be
          made by the Borrower and its Subsidiaries during the current Fiscal
          Year up to the Computation Date was $_______________.


                                  Exhibit E - 3
<PAGE>
     The maximum aggregate amount of such Capital Expenditures permitted
     pursuant to Section 7.12 for any Fiscal Year is as follows plus 25% of the
     amount of any permitted Capital Expenditures (on a cumulative basis) not
     made or committed to be made in the immediately preceding Fiscal Year.

<TABLE>
<CAPTION>
Fiscal Year
-----------
<S>           <C>
    2003      $275,000,000
    2004      $300,000,000
    2005      $330,000,000
    2006      $365,000,000
    2007      $400,000,000
    2008      $440,000,000
</TABLE>


                                  Exhibit E - 4
<PAGE>
                                                                    ATTACHMENT 1
                                                         (TO __/__/__ COMPLIANCE
                                                                    CERTIFICATE)

                                    NET WORTH
                                       on
                            (the "Computation Date")

A.   Net Worth: the sum of all amounts (without duplication)
     which, in accordance with GAAP, would be included in the
     Borrower's stockholders' equity (excluding unrealized gains
     or losses recorded pursuant to FAS 115) as required to be
     reported in the Borrower's then most recent consolidated
     balance sheet required to be delivered pursuant to the
     Credit Agreement                                               $___________

B.   Net Worth Covenant:

     (1)  75% of Net Worth at December 31, 2004                     $___________

     (2)  50% of Net Income (in excess of zero) for the period
          from the beginning of the first full Fiscal Quarter
          following December 31, 2004 to the Computation Date       $___________

     (3)  50% of the cumulative cash equity contributions
          received by the Borrower after December 31, 2004
          through the issuance of Equity Interests                  $___________

          (excluding the FIS Recapitalization Dividend and any
          other proceeds received in respect of the FIS Stock
          Issuance)

     (4)  The sum of Items B(l) through B(3)                        $___________


                                  Exhibit E - 5
<PAGE>
                                                                    ATTACHMENT 2
                                                    (TO ___/ ___/ ___,COMPLIANCE
                                                                    CERTIFICATE)

                             INTEREST COVERAGE RATIO
                              on _________________
                            (the "Computation Date")

A.   Cash Flow:(2)

     (1)  Available Dividends from the Insurance Subsidiaries       $___________

     (2)  EBITDA of Subsidiaries which are non-Insurance
          Subsidiaries available to be paid as dividends under
          applicable law for such Test Period:

          (a)  Net Income                                           $___________

          (b)  The amount of interest charges deducted in
               determining such Net Income                          $___________

          (c)  The amount of taxes, based on or measured by
               income, used or included in the determination of
               such Net Income                                      $___________

          (d)  The amount of depreciation and amortization
               expense deducted in determining such Net Income      $___________

          (e)  The sum of Items A(2)(a) through A(2)(d)             $___________

     (3)  The total interest expense for such Test Period
          multiplied by the actual marginal combined federal and
          state income tax rate then applicable to the Borrower     $___________

     (4)  Acquired Cash Flow:

          (a)  Available Dividends of any person or assets
               acquired by a Subsidiary which is an Insurance
               Subsidiary in a Permitted Acquisition during
               such Test Period, determined on a pro forma
               basis for such Test Period as if consummation of
               such Permitted Acquisition occurred on the first
               day of such Test Period                              $___________

----------
(2)  Determined on a trailing Four Fiscal Quarter basis as of the Computation
     Date.


                                  Exhibit E - 6
<PAGE>
          (b)  EBITDA of any Person or assets acquired by a
               Subsidiary which is a non-Insurance Subsidiary
               in a Permitted Acquisition during such Test
               Period and available to be paid as dividends to
               the Borrower under applicable law, determined on
               a pro forma basis for such Test Period as if
               consummation of such Permitted Acquisition
               occurred on the first day of such Test Period        $___________

          (c)  The sum of Items A(4)(a) and A(4)(b)                 $___________

     (5)  The sum of Items A(l), A(2)(e), A(3) and A(4)(c)          $___________

(B)  Interest Expense: the aggregate amount of interest expense
     for the Borrower and its Subsidiaries during such Test
     Period                                                         $___________

(C)  Interest Coverage Ratio: the ratio of Item A(5) to Item B      _______:1.00


                                  Exhibit E - 7
<PAGE>
                                                                    ATTACHMENT 3
                                                         (TO __/__/__ COMPLIANCE
                                                                    CERTIFICATE)

                    TOTAL DEBT TO TOTAL CAPITALIZATION RATIO
                                       on
                            (the "Computation Date")

A.   Total Debt

     (1)  Applicable Debt of the Borrower and its Subsidiaries      $___________

     (2)  Non-contingent reimbursement or payment obligations in
          respect of the face amount of all letters of credit or
          surety bonds issued for the account of the Borrower
          and its Subsidiaries and, without duplication, all
          drafts drawn thereunder                                   $___________

     (3)  Contingent Obligations of the Borrower and its
          Subsidiaries in respect of Applicable Debt of another
          Person                                                    $___________

     (4)  The sum of Items A(1) through A(3)                        $___________

     (5)  Non-Recourse Debt of the Designated Subsidiaries          $___________

     (6)  The remainder of Item (A)(4) minus Item (A)(5)            $___________

(B)  Total Capitalization:

     (1)  Net Worth (see Attachment I)                              $___________

     (2)  Total Debt (see Item A(6) above)                          $___________

     (3)  The sum of Items B(1) and B(2)                            $___________

(C)  Total Debt to Total Capitalization Ratio: the ratio of Item
     A(6) to Item B(3)                                              $___________


                                  Exhibit E - 8
<PAGE>
     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_____________, _________________.

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                  Exhibit E - 9