Exhibit 99.1
FOURTH AGREEMENT OF
AMENDMENT
FOURTH AGREEMENT OF AMENDMENT (this
“ Agreement ”), dated as of February 1,
2007, by and between, The First American Corporation, a California
corporation (“ First American ”), for itself and
on behalf of the First American Subsidiaries (as defined below) and
Experian Information Solutions, Inc., an Ohio corporation (“
Experian ”; Experian and First American, each a
“ Party ” and, collectively, the “
Parties ”).
WITNESSETH:
WHEREAS, First American, certain
subsidiaries of First American (the “ First American
Subsidiaries ”) and Experian are parties to that certain
Contribution and Joint Venture Agreement, dated as of
November 30, 1997 (the “ Original Contribution
Agreement ”), as amended by that certain Agreement of
Amendment, dated June 30, 2003, by and between First American
and Experian (the “ First Amendment ”), that
certain Second Agreement of Amendment, dated September 23,
2003, by and between First American and Experian (the “
Second Amendment ”) and that certain Amended and
Restated Omnibus Agreement, dated June 22, 2005, by and
between First American Real Estate Solutions LLC (“
FARES ”), Experian and First American (the “
Omnibus Agreement ”) (the Original Contribution
Agreement, as amended by the First Amendment, the Second Amendment
and the Omnibus Agreement, the “ Contribution
Agreement ”);
WHEREAS, the First American
Subsidiaries and Experian are parties to that certain Operating
Agreement for First American Real Estate Solutions LLC, a
California limited liability company, dated as of November 30,
1997 (the “ Original Operating Agreement ”), as
amended by the First Amendment, the Second Amendment and the
Omnibus Agreement (the Original Operating Agreement, as amended by
the First Amendment, the Second Amendment and the Omnibus
Agreement, the “ Operating Agreement
”);
WHEREAS, FARES proposes to enter
into a transaction with CoreLogic Systems, Inc. (“
CoreLogic ”) and the stockholders of CoreLogic
pursuant to which, among other matters, (a) FARES will
contribute to its wholly-owned subsidiary, First American Real
Estate Solutions LP, a Delaware limited partnership (the “
LP ”), all of the equity held by FARES of BasePoint
Analytics LLC, Basis 100 Inc., Bohan Group, LLC, Infinity
Information Solutions, LLC, UK Valuation Ltd. and Veros Real Estate
Solutions, LLC (the “ Equity Contributions ”),
(b) subsequent to the Equity Contributions FARES will cause
the LP to merge (the “ Merger ”) with and into
First American CoreLogic, Inc., a Delaware corporation and
wholly-owned subsidiary of FARES (“ Newco ”),
(c) the stockholders of CoreLogic will sell to Sirius Holding
Corp., a Delaware corporation and wholly-owned subsidiary of Newco,
approximately 25% of their equity interest in CoreLogic for cash,
(d) the stockholders of CoreLogic will contribute to Newco
their remaining equity interest in CoreLogic, (e) Newco will
issue to FARES Class B common stock having 10 votes per share
constituting approximately 81.71% of total equity of Newco,
(f) Newco will issue to the CoreLogic stockholders
Class A common stock having 1 vote per share constituting
approximately 18.29% of the total equity of Newco, (g) Newco
and the CoreLogic stockholders will enter into a registration
rights agreement pursuant to which, among other matters, the
CoreLogic stockholders will have the right to cause Newco to become
a public
company, (h) Newco, FARES and the CoreLogic
stockholders will enter into a stockholders agreement pursuant to
which, among other matters, the CoreLogic stockholders will have
the right to tag-along in a sale by FARES of its equity interests
in Newco, put to FARES at fair market value (as determined by an
investment bank) their interests in Newco between the third and six
annual anniversary of the closing of the transaction, appoint
directors to the board of Newco and have the ability to prevent the
taking of certain actions by Newco and (i) Newco will enter
into a services agreement with First American (collectively, the
“ Transaction ”) and
WHEREAS, in connection with the
Transaction, the Parties desire to: (i) amend the Contribution
Agreement and (ii) amend the O
