exv4w2



 






Exhibit 4.2




Form
of First Supplemental Indenture




     FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of January  , 2006,
between Fidelity National Financial, Inc., a Delaware corporation (the “Company”) and The Bank of
New York, a New York banking corporation (the “Trustee”).



     WHEREAS, pursuant to the Indenture dated as of August 20, 2001, between the Company and the
Trustee (the “Base Indenture”), as amended by the certificates of Executive Vice President and
Chief Financial Officer and Vice President and Assistant Corporate Secretary dated as of August 20,
2001 and March 11, 2003 (the “Officers’ Certificates”); the Base Indenture as amended by the
relevant Officers’ Certificate in respect of each series of Securities (as defined below), the
“Original Indenture”; and the Original Indenture as amended hereby, the “Indenture,” the Company
issued its 7.30% Notes due August 15, 2011 in the aggregate principal amount of $250,000,000 (CUSIP
No. 316326ac1) and its 5.25% Notes due March 15, 2013 in the aggregate principal amount of
$250,000,000 (CUSIP No. 316326ad9) (the “Securities”);



     WHEREAS, the Company is party to a Separation Agreement with Fidelity National Title Group,
Inc. (“FNT”) whereby FNT agreed to conduct exchange offers in which FNT would offer to exchange
newly-issued notes of FNT for the Securities;



     WHEREAS, in connection with such exchange offers and in accordance with Section 8.2 of the
Original Indenture, the Company seeks to obtain the consent of the holders of a majority of the
aggregate principal amount of each series of the outstanding Securities to amend the Original
Indenture, and this Supplemental Indenture shall not become effective unless and until the
conditions of Section 6 hereof are satisfied;



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



     Section 1. (a)(i) The definition of “Bankruptcy Law” set forth in Section 1.1 of the
Original Indenture is hereby deleted in its entirety.



     (ii) The definition of “Consolidated Net Tangible Assets” set forth in Section 1.1 of the
Original Indenture is hereby deleted in its entirety.



     (iii) The definition of “Excluded Debt” set forth in Section 1.1 of the Original Indenture is
hereby deleted in its entirety.



     (iv) The definition of “Restricted Subsidiary” set forth in Section 1.1 of the Original
Indenture is hereby deleted in its entirety.



     (v) The definition of “Secured Debt” set forth in Section 1.1 of the Original Indenture is
hereby deleted in its entirety.













 





     (b) Section 5.1 of the Original Indenture is hereby amended by replacing the entirety of the
text of each of clauses (4), (5), (6) and (7) thereof with the words “Intentionally omitted.”



     (c) Article 7 of the Original Indenture is hereby amended by replacing the entirety of the
text thereof, including the entirety of the text of each of Sections 7.1 and 7.2 thereof, with the
words: “Intentionally omitted.”



     (d) Section 9.4 of the Original Indenture is hereby amended by replacing the entirety of the
text thereof with the words: “Intentionally omitted.”



     (e) Section 9.5 of the Original Indenture is hereby amended by replacing the entirety of the
text thereof with the words: “Intentionally omitted.”



     (f) Section 9.8 of the Original Indenture is hereby amended by replacing the entirety of the
text thereof with the words: “Intentionally omitted.”



     (g) Section 9.9 of the Original Indenture is hereby amended by replacing the entirety of the
text thereof with the words: “Intentionally omitted.”



     (h) Section 9.10 of the Original Indenture is hereby amended by replacing the entirety of the
text thereof with the words: “Intentionally omitted.”



     Section 2. For the avoidance of doubt, the rights of the holders of each series of Securities
are modified by this Supplemental Indenture, the provisions of which shall be controlling in the
event of any conflict between such provisions and any provisions set forth in the Securities of any
series. Without limiting the foregoing, notwithstanding anything to the contrary set forth in
Section 9 of the Securities of either series, the only Events of Default with respect to such
Securities are those set forth in Sections 5.1(1), (2) and (3) of the Indenture.



     Section 3. 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 4. 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 5. This Supplemental Indenture shall become effective with respect to each series of
the Securities upon, and simultaneously with, the consummation of the exchange offer in connection
with that series (which shall occur upon the execution, authentication and delivery of newly issued
notes of FNT in exchange for Securities of that series), and is subject to the condition that the
Company has received consents sufficient to amend the Original Indenture pursuant to the terms of
Section 8.2 thereof in connection with such exchange offer and that such consents have not been
revoked before the expiration of such exchange offer.













 





     Section 6. 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 7. 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 8. Capitalized terms used but not otherwise defined herein have the meanings assigned
to them in the Original Indenture.



[Remainder of page intentionally left blank]














 









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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	FIDELITY NATIONAL FINANCIAL, INC.  
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title: