Exhibit 4.1



 






Exhibit 4.1




First Supplemental Indenture




     FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of January 6, 2006,
between Fidelity National Title Group, Inc., a Delaware corporation (the “Company”) and The Bank of
New York Trust Company, N.A. a national banking association and a wholly owned subsidiary of The
Bank of New York Company, Inc. (the “Trustee”).



     WHEREAS, pursuant to the Indenture, dated as of December 8, 2005, between the Company and the
Trustee (the “Original Indenture;” the Original Indenture, as amended hereby, the “Indenture”), the
Company plans to issue securities, which it wishes to make subject to the terms hereof;



     NOW, THEREFORE, for and in consideration of the premises, it is mutually covenanted and agreed
as follows:



     Section 1. Section 9.8 of the Original Indenture is hereby amended to delete the provisions
appearing therein in their entirety and to replace such provisions with the following:



     “Section 9.8. Limitation on Liens. The Company shall not, and shall not permit any
of its Restricted Subsidiaries to, incur, assume or guarantee any Debt secured by a Lien on any
part of its property, whether now owned or hereafter acquired, without effectively securing the
Notes equally and ratably with that Debt, other than the following (“Excluded Debt”):




	 	(a)	 	Liens securing all or any portion of any Debt incurred (x)
pursuant to the Credit Agreement, dated as of October 17, 2005, by and among
the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and
various financial institutions and other persons from time to time parties
thereto, as Lenders, as amended, supplemented or modified from time to time
(the “Credit Agreement”) or (y) pursuant to any Debt instrument or agreement
(“Refinancing Debt”) that in whole or in part refinances, refunds, repays,
renews, replaces or extends the Credit Agreement or any Refinancing Debt;
provided that the aggregate principal amount of Debt that shall constitute
Excluded Debt under this Section 9.8(a) shall not exceed $400 million;
	 
	 	(b)	 	Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to the
extent that non-payment thereof is being contested in good faith and by proper
proceedings, if the Company or the applicable Restricted Subsidiary has
maintained adequate reserves (in the good faith judgment of the management of
the Company) with respect thereto in accordance with GAAP;
	 
	 	(c)	 	carriers’, warehousemen’s, mechanics’, landlords’,
materialmen’s, repairmen’s or other similar Liens arising in the ordinary
course of business which are not delinquent or remain payable without penalty
or which are being contested in good faith by appropriate proceedings
diligently prosecuted;














 






	 	(d)	 	Liens existing on August 20, 2001;
	 
	 	(e)	 	Liens consisting of pledges or deposits of cash or securities
made by any Restricted Subsidiary in the insurance business as a condition to
obtaining or maintaining any licenses issued to it by, or to satisfy the
requirements of, any administrative or governmental body of the state of
domicile of such Restricted Subsidiary responsible for the regulation thereof;
	 
	 	(f)	 	Liens consisting of judgment or judicial attachment Liens
(other than arising as a result of claims under or related to insurance
contracts or policies, retrocession agreements or reinsurance agreements);
provided that the enforcement of such Liens is effectively stayed or fully
covered by insurance and all such Liens in the aggregate at any time
outstanding for the Company and its Restricted Subsidiaries do not exceed
$20,000,000;
	 
	 	(g)	 	Liens on assets subject to, and securing obligations in respect
of, leases that, in conformity with GAAP, are, or are required to be, accounted
for as capital leases on the applicable balance sheet, which are entered into
in the ordinary course of business and are non-recourse to the Company or its
Restricted Subsidiaries, and other such leases in an aggregate amount not to
exceed $15,000,000 at any one time outstanding;
	 
	 	(h)	 	Liens securing obligations permitted under Sections 7.04(f) and
(g) of the Credit Agreement, to the extent such Liens are identified and
permitted under such sections;
	 
	 	(i)	 	Liens arising as a result of claims under or related to
insurance contracts or policies, reinsurance agreements or retrocession
agreements in the ordinary course of business, or securing Debt of Restricted
Subsidiaries in the insurance business incurred or assumed in connection with
the settlement of claim losses in the ordinary course of business of such
Restricted Subsidiaries;
	 
	 	(j)	 	Liens on assets of a Person that becomes a Restricted
Subsidiary after August 20, 2001 securing Debt of such Person, which Liens and
Debt previously existed and were not created in contemplation of such
acquisition, and which Liens are not spread to cover any other property;
	 
	 	(k)	 	Liens on assets of the Company or its Restricted Subsidiaries
securing Debt owed to the Company or a Restricted Subsidiary;
	 
	 	(l)	 	so long as no Default or Event of Default has occurred and is
continuing, other Liens securing obligations in an aggregate amount not
exceeding $20,000,000; and
	 
	 	(m)	 	any extension, renewal or replacement of the foregoing;
provided that the Liens permitted hereby shall not be spread to cover any
additional Debt or property (other than a substitution of like property).




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For purposes of this Section 9.8, the term “Restricted Subsidiary” shall include all Subsidiaries
of the Company except FNF Capital, Inc., Fidelity Asset Management, Inc., Micro General
Corporation, and any of their respective Subsidiaries.”




     Section 2. Section 5.1(4) of the Original Indenture is hereby amended to delete the provision
appearing therein in its entirety and to replace such provision with the following:



          “(4) default in the payment when due of amounts payable under any bond, note, debenture or
other evidence of Debt of the Company (including such default with respect to any other series of
Securities), or under any mortgage, indenture or other instrument under which there may be issued
or by which there may be secured or evidenced any Debt of the Company, whether such Debt exists on
the date of this Indenture or shall hereafter be incurred or created, in an aggregate amount
exceeding $20,000,000, or default under any such evidence of Debt (including default with respect
to any other series of Securities), or under any such other instrument, which results in such Debt
in an aggregate principal amount exceeding $20,000,000 becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable, and such outstanding
amount shall not be paid in full, such acceleration shall not be rescinded or annulled or such Debt
shall not be paid in full, or there shall not be deposited into trust a sum of money sufficient to
pay in full such outstanding amount or such Debt, within a period of 10 days after there shall have
been given, by registered or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes a written
notice specifying such default and requiring the Company to cause such outstanding amount to be
paid in full, such acceleration to be rescinded or annulled, or such Debt to be paid in full, or to
deposit into trust a sum of money sufficient to pay in full such outstanding amount or Debt and
stating that such notice is a “Notice of Default” hereunder;”.




     Section 3. Section 9.5 of the Original Indenture is hereby amended to delete the entirety of
the text appearing therein and to replace such text with the following:



          “Section 9.5. Insurance. The Company covenants and agrees that it will maintain, and
cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as are consistent with sound
business practice for corporations engaged in the same or similar business similarly situated. In
lieu of the foregoing or in combination therewith, in case of itself or of any one or more of its
Subsidiaries, the Company will maintain or cause to be maintained a system or systems of
self-insurance which will accord with the financially sound and approved practices of companies
owning or operating properties of a similar character and maintaining such systems.”




     Section 4. Section 9.7 of the Original Indenture is hereby amended to designate the existing
text thereof as subsection (a) and to add a new subsection (b), as follows:




     “(b) The Company covenants and agrees to deliver to the Trustee, promptly after
the Company becomes aware of the occurrence of a Default or an Event of Default of
the character specified in Section 5.1(4) hereof, written notice of the occurrence
of such Default or Event of Default.”



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     Section 5. Section 9.9 of the Original Indenture is hereby amended to delete the entirety of
the text appearing therein and to replace such text with the following:



     “Section 9.9. Books of Record and Account; Compliance with Law.



     (a) The Company will keep, and will cause each Subsidiary to keep, proper books of record and
account, either on a consolidated or individual basis. The Company shall cause its books of record
and account to be examined by one or more firms of independent public accountants not less
frequently than annually. The Company shall prepare its financial statements in accordance with
GAAP.



     (b) The Company shall, and shall cause each of its Subsidiaries to, comply with all statutes,
laws, ordinances, or government rules and regulations to which it is subject, non-compliance with
which would materially adversely affect the business, prospects, earnings, properties, assets or
condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole.”



     Section 6. The Indenture, supplemented as hereinabove set forth, is in all respects ratified
and confirmed, and the terms and conditions thereof, supplemented as hereinabove set forth, shall
be and remain in full force and effect.



     Section 7. The recitals contained in this Supplemental Indenture shall be taken as the
statements of the Company, and the Trustee shall have no liability or responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.



     Section 8. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



     Section 9. This Supplemental Indenture may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.



     Section 10. Capitalized terms used but not otherwise defined herein have the meanings assigned
to them in the Indenture.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FIDELITY NATIONAL TITLE GROUP, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/  Anthony J. Park	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Anthony J. Park	 	 
	 

	 	 	 	 	 	 	 	Title:  Executive Vice President and


           Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:
	 	/s/ Todd C. Johnson	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 Todd C. Johnson	 	 	 	 	 	 	 	 
	Title:
	 	Senior Vice President and Corporate
Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE BANK OF NEW YORK TRUST 	 	 
	 	 	 	 	 	 	     COMPANY, N.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Sean Julien	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 	 	Name: Sean Julien	 	 
	 

	 	 	 	 	 	 	 	Title: Assistant Treasurer	 	 







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