Exhibit 10.1


 





FIRST AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT


 


THIS FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (the “First Amendment” or this “Amendment”),
dated effective as of May 7th, 2020, is entered into by and among STEWART INFORMATION SERVICES CORPORATION, a Delaware corporation
(the “Borrower”), each of the entities listed on the signature pages hereof as guarantors (the “Guarantors”)
and BBVA USA, f/k/a COMPASS BANK, N.A., as administrative agent (the “Administrative Agent”) for the
lenders to the Credit Agreement referred to below (the “Lenders”) and the Lenders party hereto.


 


PRELIMINARY STATEMENT


 


WHEREAS, the
Borrower, the Guarantors, the Administrative Agent and the Lenders entered into that certain Amended and Restated Credit Agreement
dated as of November 9, 2018 (as may be amended from time to time, the “Credit Agreement”), pursuant
to which the Lenders agreed to make available to the Borrower a revolving credit commitment. All capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement;


 


WHEREAS, BankUnited
and City National Bank (CA) each desire to join the Credit Agreement as a Lender (each, a “New Lender”
and collectively, the “New Lenders”); and


 


WHEREAS, the
Borrower has now asked the Lenders to amend certain provisions of the Credit Agreement; and


 


WHEREAS, the
Lenders are willing do so subject to the terms and conditions set forth herein, provided that the Borrower and Guarantors
ratify and confirm all of their respective obligations under the Credit Agreement and the Loan Documents;


 


NOW, THEREFORE,
in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:


 


1.              Amendment. As of the First Amendment Effective Date, the Credit Agreement is amended as follows:


 


(a)            The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety
as follows:


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters
of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s
Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased
from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. On the
First Amendment Effective Date, the aggregate amount of the Lenders’ Commitments is $200,000,000.


 






     


     


    

 


“EBITDA”
means, for any period, without duplication, the Consolidated Net Income for such period plus (a) (i) cash Interest Expense, income
tax expense, depreciation, amortization and income attributable to non-controlling interests, (ii) all stock based compensation,
(iii) extraordinary, unusual or non-recurring non-cash charges approved by the Administrative Agent in its reasonable discretion,
(iv) to the extent covered by insurance, expenses with respect to liability or casualty events or business interruption, and (v)
  actual non-recurring cash charges incurred to realize cost savings initiatives, including severance, office location closures
and other similar margin improvement actions, as approved by the Administrative Agent in its reasonable discretion, and (b) plus
or minus, as applicable, unrealized mark-to-market gains or losses on investments held by Borrower in connection with its business
operations.    


 


“Maturity
Date” means the fifth anniversary of the First Amendment Effective Date.


 


(b)            Section 1.01 of the Credit Agreement is hereby further amended by adding the following definitions in the proper
alphabetical order:


 


“Administrator”
has the meaning specified in Section 2.13(b).


 


“Benchmark”
means the LIBO Rate or a Benchmark Replacement that has become effective hereunder, as applicable.


 


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent
and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining
such a rate by the relevant governmental body and/or (ii) any evolving or then-prevailing market convention for determining a rate
of interest as a replacement to the then-current Benchmark for syndicated credit facilities similar to the credit facility or facilities
hereunder denominated in Dollars and (b) the Benchmark Replacement Adjustment (which, in each case, may include a rate that is
published on an information service as selected by the Administrative Agent from time to time, and may be updated periodically);
provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be
deemed to be zero for the purposes of this Agreement; provided, further, that any Benchmark Replacement shall be
administratively feasible as determined by Administrative Agent.


 






     


     


    

 


“Benchmark
Replacement Adjustment” means, with respect to any replacement under this Agreement of the then-current Benchmark
with an alternative benchmark rate for each applicable Interest Period, the spread adjustment, or method for calculating or determining
such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent
and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of the then-current Benchmark with an alternative benchmark rate, as
applicable, by the relevant governmental body or (b) any evolving or then-prevailing market convention for determining a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark
with an alternative benchmark rate, as applicable, at such time for U.S. syndicated credit facilities denominated in Dollars (which,
in each case, may include an adjustment or method for calculating or determining such an adjustment that is published on an information
service as selected by the Administrative Agent from time to time, and may be updated periodically).


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Base Rate”, the definition of “Interest Period,”
the timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative
Agent determines may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the
administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent determines that adoption of any portion of such market practice is not administratively feasible or if the Administrative
Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration
as the Administrative Agent determines is necessary in connection with the administration of this Agreement).


 


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:


 


(a)            in the case of clause (i) of Section 2.13(b), the date selected by the Administrative Agent; or


 


(b)            in the case of clauses (ii), (iii) or (iv) of Section 2.13(b), the later of:


 


(i)              the date of the public statement or publication of information referenced therein (if applicable) and


 


(ii)            
the date on which the Administrator permanently or indefinitely ceases to provide such Benchmark; or


 


(c)           
in the case of clause (v) of Section 2.13(b), the date of the public statement or publication of information
referenced therein; or


 






     


     


    

 


(d)            in the case of clause (vi) of Section 2.13(b), the date specified by the Administrative Agent by notice to the Borrower
and the Lenders.


 


“Benchmark
Transition Event” has the meaning specified in Section 2.13(b).


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event pursuant to any of clauses (i) through
(v) of Section 2.13(b), the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition
Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected
date of such event as of such public statement or publication of information (or if the expected date of such prospective event
is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of a
Benchmark Transition Event pursuant to any clause (vi) Section 2.13(b), the date specified by the Administrative Agent by
notice to the Borrower and the Lenders.


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the
period) (y) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement
has replaced the then-current Benchmark for all purposes under this Agreement and the other Loan Documents in accordance with Section
2.13(b), and (z) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes under this Agreement
and the other Loan Documents pursuant Section 2.13(b).


 


“First
Amendment Effective Date” means May 7, 2020.


 


(c)            A new Section 1.05 is added to the Credit Agreement to read as follows:


 


Section 1.05Notification
and Limitation of Liability – LIBO Rate and Related Matters. The interest rate on LIBO Rate Loans is determined by reference
to LIBO Rate, which is derived from the London Interbank Offered Rate, and the London Interbank Offered Rate is currently administered
by ICE Benchmark Administration Limited (“IBA”). The U.K. Financial Conduct Authority announced in July 2017
that, after December 31, 2021, it would no longer persuade or compel contributing banks to make rate submissions to IBA. As a result,
it is possible that the London Interbank Offered Rate may no longer be available after such date or may no longer be deemed an
appropriate reference rate upon which to determine the interest rate on LIBO Rate Loans. Section 2.13 provides a mechanism
for (a) determining an alternative rate of interest in the event that the LIBO Rate (or any then-current Benchmark, or any component
thereof is no longer available or in the other circumstances set forth in that Section and (b) modifying this Agreement to give
effect to such alternative rate of interest. Neither the Administrative Agent nor BBVA USA individually, nor any Affiliate or Related
Party of BBVA USA, warrants or accepts any responsibility for, or shall have any liability with respect to, (i) the administration
or submission of, or any other matter related to, the London Interbank Offered Rate, the LIBO Rate (or any component thereof) or
any such other Benchmark (or any component thereof) or, in each case, with respect to any alternative or successor rate thereto
or replacement rate thereof, including, without limitation, whether any such alternative, successor or replacement reference rate,
as it may or may not be adjusted pursuant to this Agreement, will have the same value as, or be economically equivalent to, the
LIBO Rate or any such other Benchmark that is replaced, or (ii) the effect, implementation or composition of any Benchmark Replacement
Conforming Changes.  References herein to a component of, or a published component used in the calculation of the LIBO Rate
are deemed to include the Reuters Screens referred to in the definition of LIBO Rate or any successor thereto or substitutes therefor.


 






     


     


    

 


(d)           Section 2.13 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


Section 2.13Inability
to Determine Rates.


 


(a)            Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent shall
have determined with respect to the LIBO Rate or any other then-current Benchmark that (i) adequate and reasonable means do not
exist for ascertaining the LIBO Rate (or such other then-current Benchmark, as applicable), (ii) such Benchmark does not adequately
and fairly reflect the effective cost to the Lenders of making or maintaining a Eurodollar Loan (or a Loan based on such other
then-current Benchmark, as applicable), or (iii) the making, maintenance or funding of a Loan based on the LIBO Rate (or such other
then-current Benchmark, as applicable) has been made impractical or unlawful, then, and in any such event (unless such event constitutes
a Benchmark Transition Event), Administrative Agent may so notify Borrower and as of the date of such notification (y) any request
hereunder for the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan (or a Loan based on such other then-current
Benchmark, as applicable) shall be ineffective and any such Loan shall be continued as or converted to, as the case may be, an
ABR Loan and (z) if any request is made hereunder for a Eurodollar Loan (or a Loan based on such other then-current Benchmark,
as applicable), such Loan shall be made as ABR Loan, in each case unless and until Administrative Agent shall have determined that
such circumstances shall no longer exist and shall have revoked such notice.


 






     


     


    

 


(b)           Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if, with respect to the LIBO Rate
or any other then-current Benchmark the Administrative Agent shall have determined that:


 


(i)              the circumstances set forth in Section 2.13(a) have arisen and such circumstances are unlikely to be temporary; or


 


(ii)             the administrator for the LIBO Rate or such other then-current Benchmark (or for a published component used in the calculation
thereof) the “Administrator”) has discontinued its administration and publication of the Benchmark (or
such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide the Benchmark (or such component); or


 


(iii)           
a public statement or publication of information is made by or on behalf of the Administrator announcing that the Administrator
has ceased or will cease to provide the Benchmark (or the published component used in the calculation thereof), permanently or
indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide the Benchmark (or such component); or


 


(iv)            
a public statement or publication of information is made by or on behalf of the regulatory supervisor for the Administrator,
the U.S. Federal Reserve System, an insolvency official with jurisdiction over the Administrator, a resolution authority with jurisdiction
over the Administrator or a court or an entity with similar insolvency or resolution authority over the Administrator, which states
that the Administrator has ceased or will cease to provide the Benchmark (or the published component used in the calculation thereof),
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide the Benchmark (or such component); or


 


(v)              
a public statement or publication of information is made by or on behalf of the regulatory supervisor for the Administrator
announcing that the Benchmark (or the published component used in the calculation thereof) is no longer representative; or


 


(vi)            
syndicated credit facilities similar to the credit facility or facilities under this Agreement being executed at such time,
or that include language similar to that contained in this Section 2.13, are being executed or amended, as the case may
be, to incorporate or adopt a new benchmark interest rate to replace the Benchmark (or a component used in the calculation thereof)
and (in the case of this clause (vi)) the Administrative Agent has elected to treat such circumstance as a Benchmark Transition
Event hereunder;


 






     


     


    

 


(each of clauses (i) through (vi)
above being referred to herein as a “Benchmark Transition Event”) then the Administrative Agent and the
Borrower may amend this Agreement to replace the LIBO Rate or such other then-current Benchmark, as applicable, with a Benchmark
Replacement. Notwithstanding anything to the contrary in Section 10.02, any such amendment with respect to a Benchmark Transition
Event (y) pursuant to any of clauses (i) through (v) above will become effective without any further action or consent of any other
party to this Agreement at 5:00 p.m. New York time on the fifth (5th) Business Day after the Administrative Agent has
posted or otherwise made available such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent
has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders or (z)
pursuant to clause (vi) above will become effective without any further action or consent of any other party to this Agreement
on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required
Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.13(b)
will occur prior to the applicable Benchmark Transition Start Date.


 


In connection
with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other
party to this Agreement.


 


The Administrative
Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark
Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness
of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period.
Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.13,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required
pursuant to this Section 2.13. The Administrative Agent will attempt to consult with the Borrower simultaneously with or
prior to making changes as described in this Section 2.13, provided the final decision shall be solely that of the
Administrative Agent and it shall incur no liability for any failure to so consult.


 






     


     


    

 


Upon notice
to the Borrower by the Administrative Agent in accordance with Section 10.01 of the commencement of a Benchmark Unavailability
Period and until a Benchmark Replacement shall be determined in accordance with this Section 2.13(c), (y) any request
hereunder for the conversion of any Loan to, or continuation of any Loan as, a Eurodollar Loan (or a Loan based on such other then-current
Benchmark, as applicable) shall be ineffective and any such Loan shall be continued as or converted to, as the case may be, an
ABR Loan, and (z) if any request is made hereunder for a Eurodollar Loan, such Eurodollar Loan (or a Loan based on such other then-current
Benchmark, as applicable) shall be made as a ABR Loan. During any Benchmark Unavailability Period, any component of the Alternate
Base Rate based upon the LIBO Rate will not be used in any determination of the Alternate Base Rate.


 


(e)            Section 2.20(a) to the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(a)If
no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time during
the Availability Period request an increase of the Commitments of up to an additional $50,000,000 (the “Additional
Commitment”) by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice,
a “Commitment Increase Request”); provided, however, that, in the event such Commitment Increase
Request is approved as described in paragraph (b) below, (i) the minimum amount of any such increase shall be $10,000,000
and (ii) the aggregate amount of the Lenders’ Commitments shall not exceed $250,000,000.”


 


(f)             Section 10.02 of the Credit Agreement is hereby amended by adding a new paragraph (d) thereto to read as follows:


 


(d)       This
Section 10.02 shall not apply to changes made pursuant to Section 2.13 and changes to said Section may be made by
the Administrative Agent as described therein.


 


(g)            Schedule 2.01 to Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex
I attached hereto.


 


2.             Conditions Precedent. This Amendment shall become effective on the date on which the following conditions are satisfied
(the “First Amendment Effective Date”):


 


(a)             after
giving effect to this Amendment, no Default or Event of Default shall exist;


 


(b)             the Administrative Agent (or its counsel) shall have received counterparts of this Amendment, duly executed by the Borrower,
each Guarantor and each of the Lenders (including the New Lenders);


 


(c)              the Administrative Agent shall have received for each Lender a promissory note or an amended and restated promissory note
reflecting such Lender’s Commitment after giving effect to this Amendment;


 






     


     


    

 


(d)              the Administrative Agent shall have received a favorable written opinion of Locke Lord LLP, counsel for the Borrower, in
form and substance reasonably satisfactory to the Administrative Agent;


 


(e)              
the Administrative Agent shall have received from the Borrower a certificate of each Obligor signed by an authorized officer
of such Obligor certifying and attaching the resolutions adopted by such Obligor approving or consenting to the increase of the
Commitments pursuant to this Amendment; and


 


(f)               all fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative
Agent) accrued to date and billed shall have been paid in full to the extent invoiced prior to the date hereof, but without prejudice
to the later payment of accrued fees and expenses not so invoiced.


 


3.             Replacement of Schedule 2.01. Schedule 2.01 to the Credit Agreement is hereby replaced in its entirety with Schedule
2.01 hereto and Schedule 2.01 hereto shall be deemed to be attached as Schedule 2.01 to the Credit Agreement. After giving effect
to this First Amendment, the amendments to the Credit Agreement set forth in Section 1 hereof and any Borrowings made on
the First Amendment Effective Date, (a) each Lender (including the New Lenders) who holds Loans in an aggregate amount less than
its Applicable Percentage of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to
repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Applicable Percentage of all Loans,
(b) each Lender’s (including the New Lenders’) participation in each Letter of Credit, if any, shall be automatically
adjusted to equal its Applicable Percentage, (c) such other adjustments shall be made as the Administrative Agent shall specify
so that the Credit Exposure applicable to each Lender (including the New Lenders) equals its Applicable Percentage of the aggregate
Credit Exposure of all Lenders and (d) such adjustments shall be deemed to have been consummated pursuant to the terms of the Assignment
and Assumption attached as Exhibit A to the Credit Agreement as if such Lenders had executed an Assignment and Assumption with
respect to such adjustments.


 


4.             New Lenders. Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms
and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender
is required to be bound by the Credit Agreement, to the same extent as if each New Lender were an original signatory thereto. Each
New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf
and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms
thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants
that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate
the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit
Agreement and copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and
to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative
Agent or any other Lender, and (c) from and after the First Amendment Effective Date, it shall be a party to and be bound by the
provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder.


 






     


     


    

 


5.              Ratification. Each of the Borrower and each Guarantor hereby ratifies all of its Obligations under the Credit Agreement
and each of the Loan Documents to which it is a party, and agrees and acknowledges that the New Lenders are Lenders under the Loan
Documents with all of the rights and obligations of a Lender thereunder and the Credit Agreement and each of the Loan Documents
to which it is a party are and shall continue to be in full force and effect as amended and modified by this Amendment. Nothing
in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement of the Lenders created
by or contained in any of such documents nor is the Borrower nor any Guarantor released from any covenant, warranty or obligation
created by or contained herein or therein.


 


6.               Representations and Warranties. The Borrower and each Guarantor hereby represent and warrant to the Lenders that
(a) this Amendment has been duly executed and delivered on behalf of the Borrower and each of the Guarantors, (b) this Amendment
constitutes a valid and legally binding agreement enforceable against the Borrower and each of the Guarantors in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law, (c) after giving effect to this Amendment, the representations and warranties made by it in the Credit Agreement
and the Loan Documents to which it is a party are true and correct on and as of the date hereof in all material respects as though
made as of the date hereof except to the extent that such representations and warranties expressly relate to an earlier date in
which case they are true and correct as of such earlier date, (d) after giving effect to this Amendment, no Default or Event of
Default exists under the Credit Agreement or under any Loan Document, (e) the Persons appearing as Guarantors on the signature
pages to this Amendment constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement
and the other Loan Documents, and (f) the execution, delivery and performance of this Amendment has been duly authorized by the
Borrower and each of the Guarantors.


 


7.              Release
and Indemnity.


 


(a)            The Borrower and each Guarantor hereby release and forever discharge the Administrative Agent, each of the Lenders and each
affiliate thereof and each of their respective employees, officers, directors, trustees, agents, attorneys, successors, assigns
or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses
(including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held
or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on
or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the
Loan Documents, or any other documents, instruments or any other transactions relating thereto. Such release, waiver, acquittal
and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability,
control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower or any Guarantor
including any such caused by the actions or negligence of the indemnified party (other than its gross negligence or willful misconduct).


 






     


     


    

 


(b)            The Borrower and each Guarantor hereby ratify the indemnification provisions contained in the Loan Documents, including,
without limitation, Article VIII and Section 10.03(b) of the Credit Agreement, and agree that the Guarantee is in
full force and effect after the execution and delivery of this Amendment, and that all losses, claims, damages and expenses related
thereto shall be covered by such indemnities.


 


8.              Counterparts. This Amendment may be signed in any number of counterparts, which may be delivered in original, facsimile
or electronic form each of which shall be construed as an original, but all of which together shall constitute one and the same
instrument.


 


9.              Governing Law. This Amendment shall be construed in accordance with and governed by the Law of the State of New York,
without regard to such state’s conflict of laws rules.


 


10.             Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[Signature pages follow]


 






     


     


    

 





IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date
first above written.


 





	 	ADMIISTRATIVE AGENT, ISSUING BANK,

                                                                                SWINGLINE LENDER AND LENDER:

	 	 	 	 
	 	BBVA USA f/k/a COMPASS BANK, N.A.	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ Cindy Young	 
	 	Name: Cindy Young	 
	 	Title:   Senior Vice President	 







 





 


 




     


     


    

 





	 	LENDER:

	 	 	 	 
	 	ZIONS BANCORPORATION, N.A.


d/b/a AMEGY BANK

	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ Lauren Page	 
	 	Name:   Lauren Page	 
	 	Title:     Vice President	 


 





 


 




     


     


    

 








	 	LENDER:

	 	 	 	 
	 	IBERIABANK

	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ Steven Krueger	 
	 	Name:   Steven Krueger	 
	 	Title:     Executive Vice
President	 


  


 


 


 




     


     


    

 





	 	LENDER:

	 	 	 	 
	 	TEXAS CAPITAL BANK, N.A.

	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ Kurt A. Goeringer	 
	 	Name:   Kurt A. Goeringer	 
	 	Title:     Executive Vice
President	 





 


 


 


 




     


     


    

 





	 	LENDER:

	 	 	 	 
	 	BANKUNITED, N.A.

	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ Craig Kincade	 
	 	Name:  Craig Kincade	 
	 	Title:    Senior Vice
President	 


 


  


 


 




     


     


    

 





	 	LENDER:

	 	 	 	 
	 	CITY NATIONAL BANK (CA)

	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ Forest McGann	 
	 	Name:   Forest McGann	 
	 	Title:     Senior Credit
Officer	 


 





 


 


 




     


     


    

 





	 	BORROWER:

	 	 	 	 
	 	STEWART INFORMATION SERVICES CORPORATION,
a Delaware corporation

	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ David Hisey	 
	 	 	       David Hisey	 
	 	 	       Chief Financial Officer	 


 


 


 





 




     


     


    

  





	 	GUARANTORS:

	 	 	 	 
	 	STEWART TITLE COMPANY,


a Texas corporation


	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ David Hisey	 
	 	 	       David Hisey	 
	 	 	       Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	STEWART LENDER SERVICES, INC.,


a Texas corporation


	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ David Hisey	 
	 	 	       David Hisey	 
	 	 	       Chief Financial Officer