EX-10.2



 Exhibit 10.2 

FIRST AMENDMENT dated as of October 24, 2013 (this “Amendment Agreement”) to the Third Amended and Restated Credit
Agreement, dated as of June 25, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among Fidelity National
Financial, Inc. (the “Borrower”), the several lenders from time to time party thereto, Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the other agents parties thereto. Unless
otherwise defined herein, terms defined in the Amended Credit Agreement (as defined below) and used herein shall have the meanings given to them in the Amended Credit Agreement. 

WHEREAS, the Borrower has requested an amendment to the Existing Credit Agreement pursuant to which certain provisions of the Existing Credit
Agreement, including certain conditions precedent to borrowing, a financial covenant and certain definitions relating to the Lion Transaction, will be amended; and 

WHEREAS, in order to effect the foregoing, the Borrower and the other parties hereto desire to amend, as of the First Amendment Effective Date
(as defined below), the Existing Credit Agreement and to enter into certain other agreements set forth herein, in each case subject to the terms and conditions set forth herein; 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows: 
 Section 1. Amendment of the Existing Credit
Agreement. Effective as of the First Amendment Effective Date, the Existing Credit Agreement is hereby amended (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”) to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicating textually in the same manner as the following example:
double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto. Except as set forth above, all schedules and exhibits to the Existing Credit
Agreement, in the forms thereof in effect immediately prior to the First Amendment Effective Date, will continue to be schedules and exhibits to the Amended Credit Agreement. 

Section 2. Representations and Warranties. To induce the Administrative Agent and the Lenders to enter into this
Amendment Agreement, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: 
 (a) (i) The Borrower
has all requisite power and authority to execute, deliver and perform its obligations under this Amendment Agreement, (ii) this Amendment Agreement has been duly executed and delivered by the Borrower, and (iii) this Amendment Agreement
constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws and general equitable principles. 







 (b) As of the First Amendment Effective Date, no Default shall exist, or would result from this
Amendment Agreement or any transactions contemplated hereby to occur on the First Amendment Effective Date. 
 (c) Each of the
representations and warranties of the Borrower contained in Article V of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such
earlier date. 
 Section 3. Effectiveness of this Amendment Agreement and the Amended Credit Agreement. The
effectiveness of this Amendment Agreement and the amendment of the Existing Credit Agreement set forth herein is subject to the satisfaction of the following conditions precedent (the date on which all of such conditions shall first be satisfied (or
waived), which in the case of clause (b) may be substantially concurrent with the satisfaction of the other conditions specified below, the “First Amendment Effective Date”): 

(a) The Administrative Agent’s receipt of the following: 

(i) duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower, the Required Lenders and the
Administrative Agent; 
 (ii) a certificate signed by a Responsible Officer of the Borrower certifying as to the matters set forth in
Section 2(b) and 2(c) hereof; and 
 (b) The Borrower shall have paid, subject to the limitations set forth in Section 10.04 of
the Amended Credit Agreement and to the extent invoiced at least three Business Days prior to the First Amendment Effective Date, the reasonable out-of-pocket expenses of the Administrative Agent and Arrangers in connection with this Amendment
Agreement, including the reasonable and documented out-of-pocket fees and expenses of one counsel (including any local counsel) for the Administrative Agent and the Arrangers, taken as a whole. 

(c) The First Amendment Effective Date shall have occurred on or before October 24, 2013. 

Section 4. Effect of Amendment. (a) Except as expressly set forth herein or in the Amended Credit Agreement,
this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Existing Credit Agreement or any other Loan Document and shall
not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of
which, subject to the terms of the Amended Credit Agreement, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing 

  
 2 








 
herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document in similar or different circumstances. 
 (b) On and after the First Amendment
Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import, and each reference to the “Credit Agreement” in any
other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Amendment Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. 

Section 5. Governing Law. THIS AMENDMENT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE
OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH
LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. THIS AGREEMENT HAS BEEN ENTERED INTO PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 

Section 6. Counterparts. This Amendment Agreement 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 an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a
signature page of this Amendment Agreement by facsimile or electronic transmission (including in “.pdf” or “.tif” format) shall be as effective as delivery of a manually executed counterpart hereof. 

Section 7. Headings. The headings of this Amendment Agreement are for purposes of reference only and shall not limit
or otherwise affect the meaning hereof. 
 [Remainder of page intentionally blank] 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed
and delivered by their respective duly authorized officers or representatives as of the day and year first above written. 
  

					
	FIDELITY NATIONAL FINANCIAL, INC.
		
	By:	 	 /s/ Brent B. Bickett

		 	Name:	 	Brent B. Bickett
		 	Title:	 	 Executive Vice President,
 Corporate
Finance










 
					
	 BANK OF AMERICA, N.A.,

as Administrative Agent and Lender

		
	By:	 	 /s/ Jason Cassity

		 	Name:	 	Jason Cassity
		 	Title:	 	Director









 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	JPMORGAN CHASE BANK, N.A.

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$65,000,000
		
	By:	 	 /s/ Richard Barracato

		 	Name: Richard Barracato
		 	Title: Vice President

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	U.S. Bank, NA

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$65,000,000
		
	By:	 	 /s/ James Cooper

		 	Name: James Cooper
		 	Title: Senior Vice President
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	WELLS FARGO BANK, NA

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$65,000,000
		
	By:	 	 /s/ Grainne M. Pergolini

		 	Name: Grainne M. Pergolini
		 	Title: Director
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	BMO Harris Bank N.A.

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$50,000,000.00
		
	By:	 	 /s/ Sean T. Ball

		 	Name: Sean T. Ball
		 	Title: Vice President

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	CitiBank, N.A.

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$50,000,000
		
	By:	 	 /s/ Robert Porwick

		 	Name: Robert Porwick
		 	Title: Director, CitiBank, N.A.
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	Fifth Third Bank, An Ohio Banking Corporation

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$50,000,000.00
		
	By:	 	 /s/ John A. Marian

		 	Name: John A. Marian
		 	Title: Vice President
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	Regions Bank

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$50,000,000
		
	By:	 	 /s/ Gregory H. Jones

		 	Name: Gregory H. Jones
		 	Title: Senior Vice President
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	Union Bank N.A

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$50,000,000.00
		
	By:	 	 /s/ Lyle Bower

		 	Name: Lyle Bower
		 	Title: Vice President
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO THE FIRST AMENDMENT TO 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT 
  

			
	Name of Lender:	 	COMERICA BANK

 Aggregate amount of existing Revolving Commitments 

$35,000,000 (THIRTY FIVE MILLION US DOLLARS) 
  

			
	By:	 	 /s/ Thomas M. Hicks

	Name:	 	Thomas M. Hicks
	Title:	 	Vice President
	Date:	 	October 24, 2013








 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	PNC Bank, National Association

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$35,000,000
		
	By:	 	 /s/ Gustavus A. Bahr

		 	Name: Gustavus A. Bahr
		 	Title: Senior Vice President
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	RBS Citizens, N.A.

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$35,000,000
		
	By:	 	 /s/ Mike Jones

		 	Name: Mike Jones
		 	Title: VP
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	Capital One, N.A.

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$20,000,000.00
		
	By:	 	 /s/ David Mahen

		 	Name: David Mahen
		 	Title: SVP
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	Compass Bank

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$20,000,000.00
		
	By:	 	 /s/ Susana Campuzano

		 	Name: Susana Campuzano
		 	Title: Senior Vice President

 [Signature Page to Revolver
Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	KEYBANK NATIONAL ASSOCIATION

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$20,000,000
		
	By:	 	 /s/ James Cribbet

		 	Name: James Cribbet
		 	Title: Senior Vice President
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	Chang Hwa Commercial Bank, Ltd., New York Branch

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$15,000,000
		
	By:	 	 /s/ Eric Y.S. Tsai

		 	Name: Eric Y.S. Tsai
		 	Title: Vice President & General Manager
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	Bank of Hawaii

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$10,000,000.00
		
	By:	 	 /s/ Donovan Koki

		 	Name: Donovan Koki
		 	Title: SVP
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	BOKF N.A. d/b/a Bank of Texas

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$10,000,000
		
	By:	 	 /s/ J. Patrick Brockette

		 	Name: J. Patrick Brockette
		 	Title: Senior Vice President
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 SIGNATURE PAGE TO AMENDMENT 

 

			
	Name of Lender:	 	HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY

  

			
	Aggregate amount of existing Revolving Commitments:
	
	$10,000,000.00
		
	By:	 	 /s/ Shu-Fei (Sophia) Lin

		 	Name: Shu-Fei (Sophia) Lin
		 	Title: Vice President & General Manager
	
	Second signature (if required):
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Revolver Amendment] 







 Exhibit A 

Amendments to Credit Agreement 

[Following page] 







 Exhibit A 

 
  

Published CUSIP Number: 31620KAD2 

Deal CUSIP Number: 31620KAC4 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

Dated as of June 25, 2013 

among 
 FIDELITY NATIONAL
FINANCIAL, INC., 
 as the Borrower, 

BANK OF AMERICA, N.A., 
 as
Administrative Agent and Swing Line Lender, 
 JPMORGAN CHASE BANK, N.A., 

U.S. BANK NATIONAL ASSOCIATION, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Co-Syndication Agents, 
 and

 BANK OF THE WEST 

BMO HARRIS BANK N.A. 

CITIBANK, N.A. 
 FIFTH
THIRD BANK 
 REGIONS BANK 

UNION BANK, N.A., 
 as
Co-Documentation Agents 
 The Other Lenders Party Hereto 
  

 
 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, 
 J.P. MORGAN SECURITIES LLC, 

U.S. BANK NATIONAL ASSOCIATION, 

WELLS FARGO SECURITIES, LLC, 







 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 25, 2013, among FIDELITY
NATIONAL FINANCIAL, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA,
N.A., as Administrative Agent and Swing Line Lender. 
 WHEREAS, the Borrower, certain of the Lenders and the Administrative Agent
are parties to that certain Credit Agreement, dated as of September 12, 2006, as amended and restated as of March 5, 2010 and further amended and restated as of April 16, 2012 (as heretofore amended and restated and in effect on the
date of this Agreement, the “Existing Credit Agreement”).; 

WHEREAS, the Borrower intends to acquire (the “Lion Acquisition”), indirectly, with Thomas H. Lee Partners L.P. and
certain potential additional investors, if any (together with affiliates of such investors and funds managed or advised by such investors or their respective affiliates, the “Sponsors”), through a newly
formed direct or indirect Subsidiary of the Borrower (“Newco”) and Lion Merger Sub, Inc. (“Merger Sub”), a newly formed Subsidiary of Newco, Lender Processing Services, Inc., a Delaware corporation (the
“Acquired Company”).; 
 WHEREAS, pursuant to
the Agreement and Plan of Merger, dated as of May 28, 2013 (including that certain consent, dated on or about the First Amendment Effective Date, in substantially the form previously
submitted to the Administrative Agent, the “Lion Acquisition Agreement”), among the Borrower, Merger Sub and the Acquired Company, Merger Sub will merge with and into the Acquired Company, with the Acquired Company surviving as
a wholly-owned Subsidiary of Newco.; 

WHEREAS, following the consummation of the Lion Acquisition, Newco will form Newco LLC
and contribute the Acquired Company (and/or certain of its Subsidiaries) and the Equity Interests comprising the business of ServiceLink to Newco LLC, each of which will assume from Newco a portion of the Mirror Notes; 

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend and restate, in its entirety, the Existing Credit
Agreement to, among other things, extend the maturity of the “Commitments” under and as defined in the Existing Credit Agreement (the “Existing Commitments”) to July 15, 2018 and to make certain other amendments that
are desirable in connection with the Lion Acquisition.; 

WHEREAS, (a) the Existing Commitment of each Lender that has agreed to such extension (by executing a counterpart of this Agreement)
shall continue under this Agreement as an Extended Commitment and (b) the Existing Commitment of each Lender that has not agreed to such extension shall continue under this Agreement as an Original Commitment, in each case on the terms and
conditions set forth herein.; 
 NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: 

ARTICLE I. 

DEFINITIONS AND ACCOUNTING TERMS 

  
 1 








 Subsidiaries in an aggregate amount of up to approximately $1,450,000,000, but in any event in a sufficient
amount to pay the aggregate consideration required to be paid in the Lion Acquisition. 
 “Borrowing” means a Revolving
Borrowing or a Swing Line Borrowing, as the context may require. 
 “Bridge
Commitment Letter” means that certain Commitment Letter dated as of October 24, 2013 among Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JP Morgan Chase Bank, N.A., J.P. Morgan Securities LLC and the
Borrower. 
 “Bridge Loan” means that certain short-term Indebtedness
incurred by the Borrower to finance a portion of Lion Acquisition in an aggregate amount of up to $800,000,000 with a term of not more than three Business Days, to be made on or about the
Lion Acquisition Closing Date as contemplated by the Bridge Commitment Letter. 

“Bridge Mirror Loan” means the loan made on or about the Lion Acquisition
Closing Date by the Borrower to Newco in an aggregate amount of up to $800,000,000. 
 “Business Day” means any day
other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar
Rate Loan, means any such day that is also a London Banking Day. 
 “Capital Expenditures” means, for any period, the
aggregate of all expenditures by the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment, and including capitalized
software expenditures, reflected in the consolidated statement of cash flows of the Borrower and its Subsidiaries. 
 “Capital
Lease”, as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of
that Person. 
 “Capitalized Lease Liabilities” means all monetary obligations of the Borrower or any of its Subsidiaries
under any leasing or similar arrangement constituting a Capital Lease and, for purposes of each Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP. 

“Capital Stock” means, as to any Person, the equity interests in such Person, including, without limitation, the shares of
each class of capital stock in any Person that is a corporation, each class of partnership interest in any Person that is a partnership, and each class of membership interest in any Person that is a limited liability company, and any warrants or
options to purchase or otherwise acquire any such equity interests. 
 “Cash Equivalents” means: 

(a) securities issued or unconditionally guaranteed by the United States government or any agency or instrumentality thereof,
in each case having maturities of not more than 12 months from the date of acquisition thereof; 

  
 6 








 “Closing Date” means the first date all the conditions precedent in
Section 4.01 were satisfied or waived in accordance with Section 10.01, which was April 16, 2012. 

“Code” means the Internal Revenue Code of 1986. 

“Commitment” means, as to each Lender, the sum of such Lender’s (a) Original Commitment, if any, and
(b) Extended Commitment, if any. 
 “Compliance Certificate” means a certificate substantially in the form of
Exhibit E. 
 “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income
(however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Contingent Obligation” means (without
duplication), as to any Person, any direct or indirect liability of that Person, with or without recourse, guaranteeing or intended to guarantee any Indebtedness, lease, dividend or other monetary obligation (the “primary
obligations”) of another Person (the “primary obligor”) in any manner, including any obligation of that Person (a) to purchase, repurchase or otherwise acquire such primary obligations or any security therefor,
(b) to advance or provide funds for the payment or discharge of any such primary obligation or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item,
level of income or financial condition of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment
of such primary obligation or (d) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof, including indebtedness under any letter of credit issued to provide credit support on behalf of
the primary obligor to the holder of the primary obligations. The amount of any Contingent Obligation shall be deemed equal to the lesser of (x) the stated or determinable amount of the primary obligation in respect of which such Contingent
Obligation is made or (y) the amount of the guaranty if limited in amount or, if not stated or if indeterminable or unlimited in amount, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to
perform thereunder), as determined by such Person in good faith. If the Contingent Obligation is limited to recourse against particular assets, the amount of the Contingent Obligation shall be deemed to be the lesser of the above and the fair market
value of the applicable assets. Notwithstanding the foregoing, the term “Contingent Obligation” shall not include (a) endorsements of instruments for deposit or collection in the ordinary course of business, and
(b) obligations of any Insurance Subsidiary under Insurance Contracts, Reinsurance Agreements and Retrocession Agreements (but not including any of the foregoing that constitutes financial reinsurance). 

“Continuing Director” means, at any date, an individual (a) who is a member of the Board of Directors of the Borrower on
the Closing Date, (b) who, as at such date, has been a member of such Board of Directors for at least the 12 preceding months (or, for the period comprising the first 12 months after the Closing Date, has been a member of the Board of Directors
at least since the Closing Date), or (c) who has been nominated to be a member of such Board of Directors by a majority of the other Continuing Directors then in office. 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Contributions” means, collectively, (a) the Borrower Contribution,
and (b) the contribution on or about the Lion Acquisition Closing Date by the Borrower to Newco of the equity interests


  
 8 








 
comprising the “ServiceLink” business and (c) the purchase for cash on or about the Lion Acquisition Closing Date by the Sponsors from Newco of shares of common stock or
other ownership interests of Newco in an aggregate amount of up to 49.9% of the aggregate ownership interests of Newco.ServiceLink Contribution. 

“Control” has the meaning specified in the definition of “Affiliate”. 

“Convertible Indebtedness” means unsecured convertible Indebtedness of the Borrower, including such Indebtedness that is
convertible (whether after the satisfaction of any one or more conditions or otherwise) into any combination of shares of Capital Stock and/or cash. 

“Credit Extension” means each of the following: (a) a Revolving Borrowing and (b) a Swing Line Borrowing. 

“Debt Rating” has the meaning specified in the definition of “Applicable Rate”. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, any state thereof or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally. 
 “Default” means any event or condition that constitutes an Event of Default
or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 
 “Default Rate” means
an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan,
the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws. 

“Defaulting Lender” means, subject to Section 2.14(b), any Lender that (a) has failed to (i) fund all
or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Administrative Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Swing Line Loans) within two Business Days of the date when due, (b) has notified
the Borrower, the Administrative Agent or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to
such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent
and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the
Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian,
conservator, trustee, 

  
 9 








 “Extended Commitment” means, as to any Lender, its obligation, during the
Extended Availability Period, to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 and (b) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.01 under the heading “Extended Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement. The aggregate amount of Extended Commitments on the Amendment Effective Date is $595,000,000. 

“Extended Commitment Lender” has the meaning given to such term in the introductory statements to this Agreement and shall
include each other Lender, from time to time party hereto, that holds an Extended Commitment (including any Original Commitment Lender which converts its Original Commitment to an Extended Commitment pursuant to Section 2.13(f)). 

“Extended Maturity Date” means July 15, 2018; provided, however, that if such date is not a Business Day,
the Extended Maturity Date shall be the next preceding Business Day. 
 “Facility Fee” has the meaning specified in
Section 2.08(a). 
 “FAMI” means Fidelity Asset Management, Inc., a California corporation. 

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof. 

“FCPA” has the meaning specified in Section 5.23(b). 

“Federal Funds Rate” means, for any day, the rate per annum 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 such day
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 no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative
Agent. 
 “Fee Letter” means the letter agreement in respect of the amendment and extension of the Existing Credit
Agreement, dated May 28, 2013, among the Borrower, the Administrative Agent, MLPFS, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC. 

“Fidelity Newport” means Fidelity Newport Holdings, LLC, a Delaware corporation, which owns 100% of the Equity Interests of
American Blue Ribbon Holdings, LLC, a Delaware limited liability company. 

“First Amendment Effective Date” means the date of effectiveness of that
certain First Amendment dated as of October 24, 2013 to this Agreement. 

  
 30 








 “Initial
Mirror Loan” means the loan made on or about the Lion Acquisition Closing Date by the Borrower to Newco in an aggregate amount of up to
$1,420,000,000 (or any other increased amount necessary to consummate the Lion Transactions). 

“Insurance Code” means, with respect to any insurance company, the insurance code of its state of domicile and any successor
statute of similar import, together with the regulations thereunder, as amended or otherwise modified and in effect from time to time. References to sections of the Insurance Code shall be construed to also refer to successor sections. 

“Insurance Contract” means any insurance contract or policy issued by an Insurance Subsidiary but shall not include any
Reinsurance Agreement or Retrocession Agreement. 
 “Insurance Subsidiary” means each Subsidiary of the Borrower identified
as an Insurance Subsidiary (including Subsidiaries of such Subsidiary) on Schedule 5.14 and each other Subsidiary (including Subsidiaries of such Subsidiary) from time to time in the insurance business as certified by the Borrower in writing
to the Administrative Agent. 
 “Intercompany Note” means that certain intercompany note issued by Newco, in exchange for
part of the additional cash from the Borrower to Newco and the Borrower Contribution, to the Borrower in an aggregate principal amount of approximately $875,000,000. 

“Interest Expense” means, for any period, the amount of interest expense of the Borrower (excluding any of its Subsidiaries)
during such period determined in accordance with GAAP. 
 “Interest Payment Date” means, (a) as to any Loan other than
a Base Rate Loan, the last day of each Interest Period applicable to such Loan and each Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every
three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and each Maturity
Date. 
 “Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate
Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Revolving Loan Notice, or such other period that is twelve months or less
requested by the Borrower and consented to by all the Lenders; provided that: 
 (i) any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day; 
 (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;
and 
 (iii) (A) no Interest Period in respect of any Revolving Loan outstanding prior to the Original Maturity Date
shall extend beyond the Original Maturity Date and (B) no Interest 

  
 16 








 
interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing
lease having substantially the same economic effect as any of the foregoing, but excluding any interests of a lessor under any operating leases). 

“Lion Acquisition” has the meaning specified in the introductory statements to this Agreement. 

“Lion Acquisition Agreement” has the meaning specified in the introductory statements to this Agreement. 

“Lion Acquisition Agreement Representations” means the representations relating to the Acquired Company and its Subsidiaries
and its businesses in the Lion Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or any of its Subsidiaries has the right to terminate its obligations under the Lion Acquisition
Agreement, or to decline to consummate the Lion Acquisition pursuant to the Lion Acquisition Agreement, as a result of a breach of such representations in the Lion Acquisition Agreement. 

“Lion Acquisition Closing Date” means the date on which the Lion Acquisition is consummated. 

“Lion Notes” means those certain 5.75% Senior Notes due 2023 of the Acquired Company, in the original aggregate principal
amount of $600,000,000, issued pursuant to an Indenture, dated as of October 12, 2012, among the Acquired Company, certain of its subsidiaries and U.S. Bank National Association, as trustee. 

“Lion Notes Guarantee” means the guarantee by the Borrower of the Lion Notes pursuant to a supplemental indenture dated on or
about the Lion Acquisition Closing Date. 
 “Lion Transactions” means, collectively, the Lion Acquisition, the making of
the Mirror LoanLoans and the application of the proceeds thereof, the issuance of the Mirror
NoteNotes, the distribution of the Intercompany Note, the effectiveness of the Lion Notes Guarantee, the making of the Contributions, the incurrence and issuance of new
term loans, bridge loans and/or notes in connection with the Lion Acquisition, the redemption of any Lion Notes pursuant to a change of control offer in connection with the Lion
Acquisition, the consummation of the Refinancing, the payment of any related costs and expenses and the other transactions relating thereto disclosed by the Borrower to the Lead Arrangers prior to the
First Amendment Effective Date; provided that after giving effect to each such transaction, Newco shall remain a Subsidiary of the Borrower. 

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or a
Swing Line Loan. 
 “Loan Documents” means this Agreement, each Note, the Fee Letter and all other documents executed and
delivered by the Borrower to the Administrative Agent or any Lender in connection herewith. 
 “London Banking Day” means
any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. 

“Master Agreement” has the meaning specified in the definition of “Swap Contract”. 

  
 18 








 “Material Adverse Effect” means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the
Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

 “Material Insurance Subsidiary” means a Material Subsidiary that is also an Insurance Subsidiary. 

“Material Subsidiary” means, at any time, (a) each Subsidiary of the Borrower identified as a Material Subsidiary on
Schedule 5.14 and (b) each other Subsidiary having (on a consolidated basis with its Subsidiaries) at such time either (i) total (gross) revenues for the Test Period in excess of 5% of the total (gross) revenues of the Borrower
and its Subsidiaries for such Test Period or (ii) total assets, as of the last day of the preceding fiscal quarter, having a net book value in excess of 5% of the total assets of the Borrower and its Subsidiaries as of such day, in each case,
based upon the Borrower’s most recent annual or quarterly financial statements delivered to the Administrative Agent under Section 6.01. 

“Maturity Date” means the Original Maturity Date or the Extended Maturity Date, as applicable. 

“Maximum Rate” has the meaning specified in Section 10.09. 

“Merger Sub” has the meaning specified in the introductory statements to this Agreement. 

“Mirror Loan” means the loan made on or about the Lion Acquisition Closing Date by
the Borrower to Newco in an aggregate amount of approximately $1,420,000,000 (or any other increased amount necessary to consummate the Lion Transactions). 

“Mirror Loans” means the Initial Mirror Loan and the Bridge Mirror Loan.

 “Mirror NoteNotes” means the
intercompany notenotes issued by Newco to the Borrower evidencing the Mirror LoanLoans. 

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as a joint lead arranger and a
joint book manager. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the
Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA
Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 

“NAIC” means the National Association of Insurance Commissioners or any successor thereto, or in absence of the National
Association of Insurance Commissioners or such successor, any other 

  
 19 








 
association, agency or other organization performing advisory, coordination or other like functions among insurance departments, insurance commissioners and similar Governmental Authorities of
the various states of the United States toward the promotion of uniformity in the practices of such Governmental Authorities. 

“Net Disposition Proceeds” means, as to any Disposition by a Person, proceeds in cash as and when received by such Person,
net of (a) the direct costs relating to such Disposition excluding amounts payable to such Person or any Affiliate of such Person, (b) the amount of all taxes paid or reasonably estimated to be payable by such Person in connection
therewith, but including the excess, if any, of the estimated taxes payable in connection with such Disposition over the actual amount of taxes paid, immediately after the payment of such taxes, (c) amounts required to be applied to repay
principal, interest and prepayment premiums and penalties on Indebtedness secured by a Lien on the asset which is the subject of such Disposition, and (d) the amount of any reasonable reserve established in accordance with GAAP (i) in
respect of adjustments in the sale price of the asset which is the subject of such Disposition and (ii) against any liabilities (other than any taxes deducted pursuant to clause (b) above) associated with the assets sold or disposed of and
retained by the Borrower or any of its Subsidiaries (provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Disposition
Proceeds realized on the date of such reduction). 
 “Net Income” means, for any period, (a) for the Borrower’s
Subsidiaries which are non-Insurance Subsidiaries, the net income of such non-Insurance Subsidiaries from continuing operations before extraordinary items (excluding from the calculation of net income gains and losses from Dispositions of assets)
for that period and (b) for purposes of Section 7.09(a), the net income of the Borrower and its Subsidiaries from continuing operations before extraordinary items (excluding from the calculation of net income (x) gains and
losses from Dispositions of assets and (y) any net income attributable to any noncontrolling interest) for that period. 
 “Net
Worth” means, at any time, the sum of all amounts (without duplication) which, in accordance with GAAP, would be included in the Borrower’s total equity (excluding (x) unrealized gains or losses recorded pursuant to FAS 115 and
(y) for purposes of Section 7.09(a) only, the Net Worth attributable to any noncontrolling interest) as required to be reported in the Borrower’s then most recent consolidated balance sheet required to be delivered to the
Administrative Agent pursuant to this Agreement. 
 “Newco” has the meaning specified in the introductory statements to
this Agreement. 
 “Newco LLC” means Black Knight Financial Services I,
LLC and Black Knight Financial Services II, LLC, limited liability companies organized under the laws of the State of Delaware formed by Newco. 

“Non-Consenting Lender” means any Lender (i) that does not approve any consent, waiver or amendment that
(A) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (B) has been approved by the Required Lenders or (ii) that prohibits an Acquisition by the Borrower or a
Subsidiary by the exercise of clause (c) of the definition of “Permitted Acquisition”, which Acquisition would otherwise be a Permitted Acquisition. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. 

  
 20 








 “Restricted Payments” has the meaning specified in Section 7.06.

 “Retrocession Agreement” means any agreement, contract, treaty or other arrangement whereby one or more insurers or
reinsurers, as retrocessionaires, assume liabilities of reinsurers under a Reinsurance Agreement or other retrocessionaires under another Retrocession Agreement. 

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its
outstanding Revolving Loans and such Lender’s participation in Swing Line Loans at such time. 
 “Revolving Loan” has
the meaning specified in Section 2.01. 
 “Revolving Loan Note” means a promissory note made by the Borrower in
favor of a Lender evidencing Revolving Loans made by such Lender, substantially in the form of Exhibit C. 
 “Revolving Loan
Notice” means a notice of (a) a Revolving Borrowing, (b) a conversion of Revolving Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A. 
 “S&P” means Standard & Poor’s
Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto. 
 “Sanctions” has the
meaning specified in Section 5.23(a). 
 “SAP” means, as to any insurance company, the statutory accounting
practices prescribed or permitted by the Department, or in the event that the Department fails to prescribe or address such practices, NAIC guidelines. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Securitization Vehicle” means one or more special purpose vehicles that are, directly or indirectly,
wholly-owned Subsidiaries of the Borrower and are Persons organized for the limited purpose of entering into a Permitted Accounts Securitization and whose structure is designed to insulate such vehicle from the credit risk of the Borrower and its
other Subsidiaries. 
 “ServiceLink Contribution” means the
contribution on or about the Lion Acquisition Closing Date by the Borrower to Newco of the Equity Interests comprising the business of ServiceLink. 

“ServiceLink” means ServiceLink, Inc., a Delaware corporation. 

“Solvent” means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than
the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 548 of the Bankruptcy Code of the United States and for
purposes of the New York Uniform Fraudulent Transfer Act; (b) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they


  
 26 








 
become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as
they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such
Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital. 

“Specified Financial Statements” means, collectively, (a) audited consolidated balance sheets of each of the Borrower
and the Acquired Company and related consolidated statements of income or operations, shareholders’ equity and cash flows, for each of the three most recently completed fiscal years ended at least 90 days before the Lion Acquisition Closing
Date, including, an unqualified audit report thereon; (b) unaudited consolidated balance sheets of each of the Borrower and the Acquired Company and related consolidated statements of income or operations, shareholders’ equity and cash
flows for each subsequent fiscal quarter and for the elapsed interim period following the last completed fiscal year and for the comparable periods of the prior fiscal year (the “Quarterly Financial Statements”) and (c) a pro
forma consolidated balance sheet and related consolidated statement of income or operations of the Borrower for the last completed fiscal year and for the latest interim period covered by the Quarterly Financial Statements, in each case after giving
effect to the Lion Transactions (the “Pro Forma Financial Statements”), all of which financial statements shall be prepared in accordance with generally accepted accounting principles in the United States and meet the requirements
of Regulation S-X under the Securities Act of 1933 (the “Securities Act”), as amended and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a
registration statement under the Securities Act on Form S-3; provided that financial statements of the Acquired Company and Pro Forma Financial Statements shall only be provided to the extent required by Rule 3-05 and Article 11 of Regulation
S-X. 
 “Specified Representations” means the representations and warranties set forth in Sections 5.01(a) (as it relates
to the Borrower only) and (b)(ii) (as it relates to the Borrower only), 5.02 (other than clauses (b) and (c) thereof), 5.04, 5.15, 5.17 (solely as it relates to the Act) and 5.18 (determined on a pro forma basis after giving effect to the
Lion Transactions). 
 “Sponsors” has the meaning specified in the introductory
statements to this Agreement. 
 “Strategic Investment Subsidiaries” means any Person in which the Borrower or any
Subsidiary (a) owns a minority Investment on the Closing Date or (b) acquires a minority Investment after the Closing Date, in each case at such time as such Person becomes a Subsidiary and, subject to Section 6.12, solely for
so long as such Person continues to be a Subsidiary, including but not limited to, Remy, Fidelity Newport and Ceridian Corporation to the extent they become Subsidiaries. Notwithstanding any provision of this Agreement or any other Loan Document to
the contrary, (i) the only representations and warranties made herein with respect to the Subsidiaries of the Borrower that shall apply to the Strategic Investment Subsidiaries and their respective Subsidiaries are the representations and
warranties made in Section 5.05 and Section 5.14 hereof, (ii) the only covenants made herein with respect to the Subsidiaries of the Borrower in Articles VI and Articles VII hereof that shall apply to the
Strategic Investment Subsidiaries and their respective Subsidiaries are the covenants made in Section 6.01, Section 6.12, Section 7.01, Section 7.02, Section 7.04, Section 7.05
and Section 7.09 and (iii) each reference to “Subsidiary” in the Events of Default specified in Article VIII (other than (x) in Section 8.01(f), (y) in Sections 8.01(b) and
8.01(c) as each relates to the performance by a Strategic Investment Subsidiary of the covenants in Sections 6.01, 6.12, 7.01, 7.02, 7.04, 7.05 and 7.09 and (z) in
Section 8.01(d) as it relates to the representations and warranties made 

  
 27 








 “Swing Line Note” means a promissory note made by the Borrower in favor of the
Swing Line Lender evidencing Swing Line Loans made by the Swing Line Lender, substantially in the form of Exhibit D. 

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.03(b), which, if in
writing, shall be substantially in the form of Exhibit B. 
 “Swing Line Sublimit” means an amount equal to the
lesser of (a) $25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments. 

“Synthetic Lease Lenders” means those lending institutions that provide financing under the Permitted Synthetic Lease. 

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting treatment). 
 “Taxes” means all present or
future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Test Period” means, for any determination under this Agreement, (a) for any Person which becomes a Subsidiary pursuant
to an Acquisition, (i) during the fiscal year of the Borrower during which such Acquisition is consummated, the period beginning on the first day of such fiscal year and ending on the last day of the fiscal quarter of the Borrower then last
ended and (ii) at all times after the end of the fiscal year of the Borrower during which such Acquisition is consummated, the four consecutive fiscal quarters of the Borrower then last ended and (b) for the Borrower and any other
Subsidiary, the four consecutive fiscal quarters of the Borrower then last ended. 
 “Total Capitalization” means, at any
time, the sum of Net Worth and Total Debt (without giving effect to the proviso at the end of such definition). 

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such
Lender at such time. 
 “Total Debt” means, at any time, (a) with respect to the Borrower and its Subsidiaries
(including, for the avoidance of doubt, any Strategic Investment Subsidiary and its Subsidiaries at the time of determination) the sum, without duplication, of (i) Applicable Debt at such time, (ii) non-contingent reimbursement or payment
obligations in respect of the items referred to in clause (b) of the definition of “Indebtedness” contained in this Agreement at such time, and (iii) Contingent Obligations in respect of Applicable Debt of another Person
at such time, minus (b) Non-Recourse Debt of the Designated Subsidiaries; provided that solely for purposes of Section 7.09(b)(x) and (to the extent the end of any fiscal quarter
occurs during the term of the Bridge Loan) (y)(ii), Total Debt shall exclude the aggregate principal amount of the Bridge Loan. 

“Total Debt to Total Capitalization Ratio” means, at any time, the ratio of Total Debt to Total Capitalization at such time.


  
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 (b) Other than with respect to any Credit Extension on the Lion Acquisition Closing Date, no
Default shall exist, or would result from such proposed Credit Extension. 
 (c) The Administrative Agent and, if applicable, the Swing Line
Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 
 (d) Solely with respect to any
Credit Extension on the Lion Acquisition Closing Date: 
 (i) the Lion Acquisition shall have been, or shall concurrently
with such Credit Extension be, consummated in accordance with the terms of the Lion Acquisition Agreement, without giving effect to any alteration, amendment, change, supplement, waiver or consent thereto or thereunder that is materially adverse to
the Lenders and the Arrangers, unless consented to by the Lead Arrangers;, it being understood and agreed that certain consent, dated on or about the First Amendment Effective
Date, in substantially the form previously submitted to the Administrative Agent, shall not be deemed to be an alteration, amendment, change, supplement, waiver or consent that is materially adverse to the Lenders or the Arrangers; 

(ii) the Lead Arrangers shall have received the Specified Financial Statements (it being understood and agreed that the
Borrower’s and the Acquired Company’s public filing of any financial statements set forth in clauses (a) and (b) of the definition thereof with the SEC shall satisfy the requirements of this clause (d)(ii) with respect thereto)
(it being understood and agreed that the Lead Arrangers will make available such Specified Financial Statements to the Lenders in accordance with the final paragraph of Section 6.02); 

(iii) (x) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders by the Borrower on or
before the Lion Acquisition Closing Date in connection with the Lion Transactions shall have been paid, and (y) all expenses required to be paid or reimbursed to the Administrative Agent and the Arrangers shall have been paid or reimbursed to
the extent, in the case of this subclause (y), invoiced at least two (2) Business Days in advance of the Lion Acquisition Closing Date; 

(iv) the Lead Arrangers shall have received satisfactory evidence of the consummation of the
ContributionsBorrower Contribution (or, in lieu thereof, a cash contribution of at least the same amount by the
Borrower) and the ServiceLink Contribution, the making of the Mirror LoanLoans, the issuance of the Mirror
NoteNotes, the distribution of the Intercompany Note, the effectiveness of the Lion Notes Guarantee and the consummation of the Refinancing; 

(v) since March 31, 2013, there having been no Acquired Company Material Adverse Effect; and 

(vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections
4.02(d)(i), (iv) and (v) have been satisfied. 
 Each Request for Credit Extension (other than a Revolving Loan Notice requesting
only a conversion of Revolving Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and
(b) (and, solely with respect to any Credit Extension on the Lion 

  
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Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or 

(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 incurred pursuant to (x) the Public Debentures, or (y) the Bridge Loan, or
(z) any other Indebtedness or Contingent Obligation (other than Indebtedness hereunder, Indebtedness under Swap Contracts, Indebtedness permitted under Section 7.04(m), intercompany accounts payable, and Capital Lease
Liabilities or purchase money Indebtedness with respect to which a bona fide dispute exists which is being actively contested by the Borrower or the applicable Subsidiary) 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 as of the fiscal quarter immediately preceding any such failure, 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 Indebtedness or Contingent Obligation (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 (other than any change of control offer made or required to be made in respect of the Lion Notes as a result of the Lion Acquisition or the other Lion
Transactions) to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Indebtedness to become payable or cash collateral in respect thereof to be demanded, excluding, however, any such event
creating any right of conversion or mandatory prepayment of any Convertible Indebtedness; 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 (excluding any portion thereof payable in common Equity Interests of the Borrower or such Subsidiary) is
greater than 3% of Net Worth as of the fiscal quarter immediately preceding any such Early Termination Date; or 
 (f) Insolvency
Proceedings, Etc. The Borrower or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment
of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or any Insurance Subsidiary shall become subject to any conservation,
rehabilitation or liquidation order, directive or mandate issued by an Governmental Authority; or 
 (g) Inability to Pay Debts;
Attachment. (i) The Borrower or any Material Subsidiary ceases to be Solvent, or becomes unable or admits in writing its inability or fails generally to pay its debts as 

  
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