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                                                                 EXHIBIT 10.61.1

                                                                [EXECUTION COPY]

                      FIRST AMENDMENT TO CREDIT AGREEMENT

         FIRST AMENDMENT, dated as of March 20, 2001 (this "Amendment"), to the
Existing Credit Agreement (as defined below), among FIDELITY NATIONAL FINANCIAL,
INC., a Delaware corporation (the "Borrower"), and the Lenders (as defined
below) signatory hereto.

                              W I T N E S S E T H:

         WHEREAS, the Borrower, various financial institutions and other Persons
from time to time parties thereto (collectively, the "Lenders"), Bank of
America, N.A., as the Administrative Agent, Chase Securities Inc., as the
Syndication Agent, Morgan Stanley Senior Funding, Inc., as the Documentation
Agent, and Paribas, as the Co-Documentation Agent, are parties to the Credit
Agreement, dated as of February 10, 2000 (as heretofore modified, the "Existing
Credit Agreement", and together with this Amendment, the "Credit Agreement");

         WHEREAS, the Borrower desires to amend the Existing Credit Agreement as
set forth herein; and

         WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain
respects as provided below;

         NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto hereby agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

         SECTION 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural form thereof):

         "Amendment" is defined in the preamble.

         "Borrower" is defined in the preamble.

         "Credit Agreement" is defined in the first recital.

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         "Existing, Credit Agreement" is defined in the first recital.

         "First Amendment Effective Date" is defined in Section 3.1.

         SECTION 1.2. Other Definitions. Terms for which meanings are provided
in the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.

                                   ARTICLE II
                         AMENDMENTS TO CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the First Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Article II; except as so amended, the Existing Credit Agreement shall
continue in full force and effect.

         SECTION 2.1. Amendments to Article I. Article I of the Existing Credit
Agreement is hereby amended as follows:

         SECTION 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by inserting the following definitions in such Section in the
appropriate alphabetical sequence:

                  "Amendment No. 1" means the First Amendment to Credit
         Agreement, dated as of March 20, 2001, among the Borrower and the
         Lenders party thereto.

         SECTION 2.2. Amendments to Article VII. Article VII of the Existing
Credit Agreement is hereby amended as follows:

         SECTION 2.2.1. Section 7.11 of the Existing Credit Agreement is hereby
amended by deleting the words "within one year after the Closing Date" therefrom
and inserting the words "within two years after the Closing Date" in replacement
therefor.

                                   ARTICLE III
                           CONDITIONS TO EFFECTIVENESS

         SECTION 3.1 Amendment Effective Date. This Amendment (and the
amendments contained herein) shall become effective as of the date first above
written (the "First Amendment Effective Date"), when all of the conditions set
forth in this Section 3.1 have been fulfilled to the satisfaction of the
Administrative Agent.

                                       -2-

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         SECTION 3.1.1. Execution of Countemarts. The Administrative Agent shall
have received counterparts of this Amendment, duly executed and delivered on
behalf of the Borrower, the Administrative Agent and the Majority Lenders.

         SECTION 3.1.2. Legal Details, etc. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel. The Administrative Agent and its counsel
shall have received all information and such counterpart originals or such
certified or other copies or such materials, as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Amendment shall be satisfactory to the
Administrative Agent and its counsel.

                                   ARTICLE IV
                                  MISCELLANEOUS

         SECTION 4.1. Cross-References. References in this Amendment to any
Article or Section are, unless otherwise specified or otherwise required by the
context, to such Article or Section of this Amendment.

         SECTION 4.2. Loan Document Pursuant to Credit Agreement; Expenses;
Limited Amendment. This Amendment is a Loan Document executed pursuant to the
Credit Agreement and shall be construed, administered and applied in accordance
with all of the terms and provisions of the Credit Agreement. The Borrower
agrees to pay, promptly upon invoicing therefor, all out of pocket expenses of
the Administrative Agent in connection with the negotiation, execution and
delivery of this Amendment, together with its expenses in connection with
closing and post-closing matters related to the Existing Credit Agreement.
Except as expressly modified by this Amendment, all provisions of the Existing
Credit Agreement and the other Loan Documents shall remain in full force and
effect in accordance with their terms.

         SECTION 4.3 Representations and Warranties. The Borrower hereby
represents and warrants that before and after giving effect to this Amendment
the statements contained in Sections 5.2(b) and (c) of the Existing Credit
Agreement are true and correct in all material respects as it made on the First
Amendment Effective Date, with all references therein to "Borrowing Date" being
deemed to be references to the First Amendment Effective Date and references
therein to "Borrowing" being deemed to be references to the amendments effected
by this Amendment.

         SECTION 4.4. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

                                       -3-

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

                                     FIDELITY NATIONAL FINANCIAL, INC.

                                     By: /s/ ALAN L. STINSON
                                         ---------------------------------------
                                      Title:

                                      -4-

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                                     ACKNOWLEDGED:
                                     BANK OF AMERICA,
                                     as Administrative Agent

                                     By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                      Title: Vice President

                                      -5-

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                                     BANK OF MONTREAL

                                     By: /s/ Brian L Banke
                                         ---------------------------------------
                                         Title: BRIAN L BANKE
                                                DIRECTOR

                                      -8-

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                                     COMERICA BANK - CALIFORNIA

                                     By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: CORPORATE BANKING OFFICER

                                      -10-

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                                     THE DAI-ICHI KANGYO BANK, LTD.

                                     By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: Account Officer

                                      -11-

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                                     THE FARMERS BANK OF CHINA

                                     By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: George Lin, VP & General Manager

                                      -12-

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                                     FIRST BANK & TRUST

                                     By: /s/ K.P. Balkrishna
                                         ---------------------------------------
                                         Title: Executive Vice President
                                                K.P. Balkrishna

                                      -13-

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                                     FIRSTAR BANK, N.A.

                                     By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: Vice President

                                      -14-

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                                     FIRST UNION NATIONAL, BANK

                                     By: /s/ Daniel J. Norton
                                         ---------------------------------------
                                         Title: DANIEL J. NORTON
                                                   DIRECTOR

                                      -16-

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                                     THE FUJI BANK LIMITED

                                     By: /s/ Masahito Fukuoa
                                         ---------------------------------------
                                         Title: MASAHITO FUKUOA
                                                Senior Vice President

                                      -18-

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                                     IMPERIAL BANK, A CALIFORNIA BANKING
                                       CORPORATION

                                     By: /s/ James F. Cooper
                                         ---------------------------------------
                                         Title: JAMES F. COOPER
                                                First Vice President

                                      -19-

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                                     LASALLE BANK NATIONAL ASSOCIATION

                                     By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: Senior Vice President

                                      -21-

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                                     SANWA BANK CALIFORNIA

                                     By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: VICE PRESIDENT

                                      -23-

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                                     THE SUMITOMO BANK, LIMITED

                                     By: /s/ Al Galluzzo
                                         ---------------------------------------
                                         Title:      AL GALLUZZO
                                                SENIOR VICE PRESIDENT

                                      -24-

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                                     TAIWAN BUSINESS BANK, LOS ANGELES BRANCH

                                     By: /s/ Henry Yee
                                         ---------------------------------------
                                         Title: Henry Yee
                                                Vice President & General Manager

                                      -25-

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                                     UNION BANK OF CALIFORNIA, N.A.

                                     By: /s/ Joseph M. Argabrite
                                         ---------------------------------------
                                         Title: Joseph M. Argabrite
                                                Vice President

                                      -26-

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                                     WELLS FARGO BANK, N.A.

                                     By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: Senior Vice President

                                      -28-

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                                     WESTERN FINANCIAL BANK

                                     By: /s/ Richard Wagner
                                         ---------------------------------------
                                         Title: Vice President
                                                RICHARD WAGNER

                                      -29-

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                                     BANK OF AMERICA, N.A.

                                     By: /s/ [ILLEGIBLE]
                                         ---------------------------------------
                                         Title: Vice President

                                      -30-

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                                     CHASE MANHATTAN BANK

                                     By: /s/ Elisabeth H. Schwabe
                                         ---------------------------------------
                                         Title: ELISABETH H. SCHWABE
                                                MANAGING DIRECTOR

                                      -31-

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                                     BNP PARIBAS

                                     By: /s/ Clark C. King III
                                         ---------------------------------------
                                         Title: CLARK C. KING III
                                                MANAGING DIRECTOR

                                      -32-