<PAGE>
Exhibit 1.1
DEALER-MANAGER AND SOLICITATION AGENT AGREEMENT
FIDELITY NATIONAL TITLE GROUP, INC.
November __, 2005
LEHMAN BROTHERS INC.
745 Seventh Avenue - Floor 5
New York, New York 10019
Dear Ladies and Gentlemen:
1. THE EXCHANGE OFFER AND CONSENT SOLICITATION. Fidelity
National Title Group, Inc., a Delaware
corporation (the "COMPANY"), intends to
make an exchange offer (together with any
amendments and extensions thereof, the
"EXCHANGE OFFER") for the outstanding 7.30%
Notes due 2011 and 5.25% Notes due
2013 (collectively, the "NOTES") of
Fidelity National Financial, Inc., a
Delaware corporation ("FNF"), and to engage
in a related solicitation (together
with any amendments and extensions thereof,
the "SOLICITATION") of consents (the
"CONSENTS") of the holders of the Notes
(the "HOLDERS") to certain amendments to
the Indenture dated as of August 20, 2001
between FNF and The Bank of New York,
as trustee (the "TRUSTEE"), relating to the
Notes, as amended and supplemented
through the date hereof (the "INDENTURE"),
in each case, on the terms and
subject to the conditions set forth in the
forms of Prospectus and Consent
Solicitation Statement and related Letter
of Transmittal and Consent attached
hereto as Exhibits A and B respectively.
Such Prospectus and Consent
Solicitation Statement, (i) including (A)
any documents incorporated by
reference therein and (B) any exhibits or
annexes thereto and (ii) the Letter of
Transmittal and Consent, as the same may be
amended or supplemented from time to
time, are referred to herein as the "OFFER
TO EXCHANGE" (or sometimes as the
"PROSPECTUS") and "LETTER OF TRANSMITTAL"
respectively. In exchange for tendered
Notes, the Company will issue its newly
issued notes (the "NEW NOTES") with the
same principal amounts, interest rates,
redemption terms and payment and
maturity dates as the tendered Notes. The
New Notes will provide for accrued
interest from the last date for which
interest was paid on the Notes. The New
Notes will be issued under a new indenture
(the "NEW INDENTURE") between the
Company and the Trustee which will be
substantially the same as the Indenture.
The Offer to Exchange, the Letter of
Transmittal, all statements and other
documents filed or to be filed (including
the Registration Statement, as
hereinafter defined) with any federal,
state or local governmental or regulatory
agency or authority and such other
documents (including, but not limited to, any
advertisements, press releases or summaries
relating to the Exchange Offer
and/or Solicitation and any forms of
letters to brokers, dealers, banks, trust
companies and other nominees relating to
the Exchange Offer and/or the
Solicitation) as the Company may authorize
for use in connection with the
Exchange Offer and/or the Solicitation
during the term of this Agreement, as
amended or supplemented from time to time,
are collectively referred to as the
"EXCHANGE OFFER AND SOLICITATION
MATERIALS".
2. APPOINTMENT AS DEALER-MANAGER. The Company hereby appoints
Lehman Brothers Inc. ("LEHMAN BROTHERS") as
sole dealer-manager in connection
with the Exchange Offer and as sole
solicitation agent in connection with the
Solicitation (in such capacities, the
"DEALER-MANAGER"), and the Company hereby
authorizes Lehman Brothers to act as such
in connection with the Exchange Offer
and Solicitation. On the basis of the
representations and warranties and
agreements of the Company contained in this
Agreement and
<PAGE>
subject to and in accordance with the terms
and conditions hereof, Lehman
Brothers agrees in accordance with its
customary practice to use its reasonable
best efforts to solicit tenders of Notes
and delivery of Consents pursuant to
the Exchange Offer and Solicitation,
respectively, and to communicate with
brokers, dealers, banks, trust companies,
nominees and other persons with
respect to the Exchange Offer and
Solicitation.
3. NO LIABILITY FOR ACTS OF BROKERS, DEALERS, BANKS, TRUST
COMPANIES, NOMINEES AND OTHERS. Lehman
Brothers shall not be subject to any
loss, claim, damage, liability or expense
owed to the Company or any of the
Company's affiliates or subsidiaries for
any act or omission on the part of any
broker or dealer in securities (other than
Lehman Brothers), bank, trust
company, nominee or any other person, and
Lehman Brothers shall not be liable
for its own acts or omissions in performing
its obligations as Dealer-Manager
except for any losses, claims, damages,
liabilities and expenses determined in a
final judgment by a court of competent
jurisdiction to have resulted directly
from any such acts or omissions undertaken
or omitted to be taken by Lehman
Brothers through its bad faith, gross
negligence or willful misconduct. In
soliciting or obtaining tenders of Notes
and deliveries of Consents, the Company
hereby acknowledges that Lehman Brothers,
as Dealer-Manager, is acting as
independent contractor and shall not be
deemed to be acting as the agent of the
Company or as the agent of any broker,
dealer, bank, trust company, nominee or
other person. In soliciting tenders and
delivering consents, no broker, dealer,
bank, trust company, nominee or other
person shall be deemed to be acting as the
agent of Lehman Brothers, the Company or
any of the Company's affiliates or
subsidiaries.
4. THE EXCHANGE OFFER AND SOLICITATION MATERIALS; COMMENCEMENT;
WITHDRAWAL.
(a) The Company hereby (i) agrees to furnish Lehman Brothers
with as many copies as Lehman Brothers may
reasonably request of the final forms
of the Exchange Offer and Solicitation
Materials and, upon its request, any
other documents filed or to be filed by the
Company with any federal, state or
local governmental or regulatory agency or
authority, any stock exchange or any
court, (ii) authorizes Lehman Brothers to
use copies of the Exchange Offer and
Solicitation Materials in connection with
the Exchange Offer and Solicitation
and (iii) acknowledges that the Exchange
Offer and Solicitation Materials have
been, or will be, prepared and approved by
the Company and are the Company's
sole responsibility with respect to their
accuracy and completeness. Lehman
Brothers hereby agrees that it will not
disseminate any written materials in
connection with the Exchange Offer and
Solicitation other than the Exchange
Offer and Solicitation Materials,
information consistent with the Exchange Offer
and Solicitation Materials or information
otherwise authorized by the Company.
(b) The Company hereby represents and warrants that it will use
its reasonable best efforts to commence the
Exchange Offer and Solicitation as
soon as practicable by publicly announcing
its commencement and by distributing,
mailing, or causing to be mailed on its
behalf, copies of the Exchange Offer and
Solicitation Materials (excluding the
documents incorporated by reference in the
Exchange Offer and Solicitation Materials)
to the Holders for delivery, where
necessary to the beneficial holders of the
Notes (the date of such announcement
and of the commencement of such
distribution, the "COMMENCEMENT DATE").
(c) The Company hereby represents and agrees that no
solicitation material in addition to the
Exchange Offer and Solicitation
Materials, each of which shall be in the
form
2
<PAGE>
which has been approved by Lehman Brothers,
will be used in connection with the
Exchange Offer and Solicitation or filed
with any federal, state or local
governmental or regulatory agency or
authority, including the Securities and
Exchange Commission (the "COMMISSION"), by
or on behalf of the Company without
Lehman Brothers' prior approval, which
approval will not be unreasonably
withheld or delayed. In the event that (i)
the Company uses or permits the use
of any such solicitation material in
connection with the Exchange Offer or the
Solicitation or files any such solicitation
material with any such federal,
state or local governmental or regulatory
agency or authority without Lehman
Brothers' prior approval or (ii) if at any
time Lehman Brothers shall determine
that any condition set forth in Section 9
shall not be satisfied, then Lehman
Brothers (A) shall have a reasonable period
of time after discovering or being
informed of such event to elect whether to
continue to act as Dealer-Manager and
shall be entitled to withdraw as
Dealer-Manager in connection with the Exchange
Offer and Solicitation without any
liability or penalty to Lehman Brothers or
any other person defined in Section 11 as
an "Indemnified Person," (B) shall be
entitled promptly to receive the payment of
all expenses payable to it under
Section 6 of this Agreement which have
accrued to the date of such withdrawal
and (C) shall continue to be entitled to
the indemnification and contribution
provisions contained in Section 11. If
Lehman Brothers withdraws as Dealer
Manager as set forth in the prior sentence,
any fees that would have otherwise
become due pursuant to Section 5 upon the
acceptance by the Company for exchange
of Notes tendered pursuant to the Exchange
Offer had Lehman Brothers not
withdrawn shall not be payable to Lehman
Brothers even if such acceptance
occurs.
5. COMPENSATION.
The Company hereby agrees to pay Lehman Brothers as compensation
for its
services as Dealer-Manager, upon the
acceptance by the Company for exchange of
Notes tendered pursuant to the Exchange
Offer, provided that at least a majority
of each of the two series of the Notes are
tendered and not withdrawn pursuant
to the Exchange Offer, a fee equal to $1
million. If the foregoing condition is
met, then the fee set forth in this Section
shall be payable within three
business days of the completion of the
Exchange Offer and Solicitation.
6. REIMBURSEMENT OF EXPENSES AND PAYMENT OF OTHER COSTS. The
Company hereby agrees (a) to reimburse
Lehman Brothers in connection with its
services as Dealer-Manager for any expenses
incurred by Lehman Brothers in
connection with the preparation, printing,
filing, mailing and publishing of the
Exchange Offer and Solicitation Materials
and for all out-of-pocket expenses
incurred by Lehman Brothers as
Dealer-Manager, including, without limitation,
the fees and disbursements of Lehman
Brothers' legal counsel, Sullivan &
Cromwell LLP (as to the fees and expenses
of such counsel, up to a maximum of
$100,000), (b) to pay all fees and expenses
of the Information Agent (as defined
below), in connection with the Exchange
Offer and Solicitation, (c) to pay any
fees payable to brokers, dealers, banks,
trust companies and nominees as
reimbursement for their customary mailing
and handling expenses incurred in
forwarding the Exchange Offer and
Solicitation Materials to their customers, if
any, and (d) to pay any advertising and
public relations charges pertaining to
the Exchange Offer and Solicitation and the
related transactions. The Company
shall promptly reimburse Lehman Brothers
for all amounts owing under this
Section after such expenses have been paid
or have accrued and an invoice
therefor has been sent by Lehman Brothers
to the Company, which may be sent from
time to time as such expenses are paid or
accrued, whether or not the Exchange
Offer and Solicitation is consummated and
in addition to the amounts owing to
Lehman Brothers under the preceding
Section.
3
<PAGE>
7. THE INFORMATION AGENT; NOTEHOLDER LISTS.
(a) The Company has arranged for D.F. King & Co., Inc. to
serve
as information and exchange agent in
connection with the Exchange Offer and
Solicitation (collectively in such
capacities, the "INFORMATION AGENT") and to
perform services in connection with the
Exchange Offer and Solicitation that are
customary for an information and exchange
agent.
(b) The Company will provide, or will cause the Information
Agent, as applicable, to provide, Lehman
Brothers with the security listing
position (or other cards or lists)
containing the names and addresses of, and
the aggregate principal amount of Notes
held by, the Holders as of a recent date
and will use its reasonable best efforts to
cause Lehman Brothers to be advised,
from time to time as Lehman Brothers may
request, during the period of the
Exchange Offer and Solicitation as to any
transfers of record of Notes. In
addition, the Company hereby authorizes
Lehman Brothers to communicate with the
Trustee and the Information Agent with
respect to matters relating to the
Exchange Offer and Solicitation and the
Company will advise, or will cause such
persons to advise, Lehman Brothers daily as
to such matters as Lehman Brothers
may reasonably request, including the
aggregate principal amount of Notes that
have been tendered and for which Consents
have been delivered pursuant to the
Exchange Offer and Solicitation,
respectively.
8. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In addition
to
the other representations and warranties
made by the Company contained in this
Agreement, the Company represents and
warrants to Lehman Brothers, and agrees
with Lehman Brothers, that:
(a) Each of the Company and FNF is a corporation duly
organized,
validly existing and in good standing under
the laws of its jurisdiction of
incorporation.
(b) Each of the Company and FNF (to the extent applicable to
it)
has all necessary corporate power and
authority to execute and deliver and
perform this Agreement, to make and
consummate the Exchange Offer and
Solicitation, including, but not limited
to, by exchanging the Notes and issuing
the New Notes in consideration thereof, and
by effecting (in the case of FNF)
the proposed amendments to the Indenture as
set forth in the Offer to Exchange
by executing and delivering a supplemental
indenture between FNF and the Trustee
supplementing the Indenture (the
"SUPPLEMENTAL INDENTURE") pursuant to the
Exchange Offer and Solicitation Materials,
and to consummate the other
transactions contemplated by this Agreement
and by the Offer to Exchange and the
other Exchange Offer and Solicitation
Materials (collectively, the
"TRANSACTIONS"); and all necessary
corporate action has been duly taken by the
Company and FNF to authorize the making,
execution, delivery, performance and
consummation, as the case may be, of the
Transactions.
(c) This Agreement has been duly authorized, executed and
delivered by the Company.
(d) The registration statement on Form S-4 (File No. 333-_____)
(the "REGISTRATION STATEMENT") with respect
to the New Notes (i) has been
prepared by the Company in conformity with
the requirements of the Securities
Act of 1933, as amended (the "SECURITIES
ACT"), and the rules and regulations
(the "RULES AND REGULATIONS") of the
Commission thereunder, (ii) has been filed
with the Commission under the Securities
Act, (iii) has become effective under
the Securities Act and is not proposed to
be amended and (iv) is not subject to
4
<PAGE>
any stop order under the Securities Act
suspending the effectiveness of such
registration statement or any Rule 462(b)
registration statement relating
thereto, and no proceedings for that
purpose have been instituted or are pending
or, to the knowledge of the Company, are
contemplated by the Commission. If any
post-effective amendment to such
registration statement has been filed with the
Commission prior to the execution and
delivery of this Agreement, the most
recent such amendment has been declared
effective by the Commission. Copies of
such registration statement as amended to
date have been delivered by the
Company to Lehman Brothers. The
Registration Statement conforms, and the
Prospectus and any further amendments or
supplements to the Registration
Statement or the Prospectus will when they
become effective or are first used to
effectuate the Transactions, as the case
may be, conform as to form in all
material respects to the requirements of
the Securities Act and the Rules and
Regulations. The Registration Statement and
any amendment thereto does not and
will not, as of the applicable effective
date, contain any untrue statement of a
material fact or omit to state any material
fact required to be stated therein
or necessary to make the statements therein
not misleading, (ii) the Prospectus
and any amendment or supplement thereto
will not, as of the first date of its
use to effectuate the Transactions, contain
any untrue statement of a material
fact or omit to state any material fact
required to be stated therein or
necessary in order to make the statements
therein, in light of the circumstances
under which they were made, not misleading
and (iii) the Exchange Offer and
Solicitation Materials (including any
documents incorporated therein by
reference) do not and will not contain any
untrue statement of a material fact
or omit to state any material fact
necessary in order to make the statements
therein, in the light of the circumstances
under which they were made, not
misleading; provided, however, that no
representation is made with respect to
statements contained in any of the
foregoing based on information furnished in
writing by or on behalf of Lehman Brothers
for use therein (the "SUPPLIED
INFORMATION").
(e) The documents incorporated by reference in the Exchange
Offer and Solicitation Materials, as of
each of their respective filing dates,
complied as to form in all material
respects with the Securities Exchange Act of
1934, as amended, and the rules and
regulations of the Commission thereunder
(collectively the "EXCHANGE ACT"), and did
not contain any untrue statement of a
material fact or omit to state any material
fact necessary in order to make the
statements therein, in the light of the
circumstances under which they were
made, not misleading.
(f) The execution, delivery, performance, making and
consummation, as the case may be, of the
Transactions will comply in all
material respects with all applicable
requirements of law, including the
Exchange Act and any applicable rules or
regulations of any governmental or
regulatory agency or authority, including,
without limitation those of the
Commission (but not including state
securities or state insurance securities
laws, as to which no representation is
made).
(g) The execution, delivery, performance, making and
consummation, as the case may be, of the
Transactions will not conflict with or
result in a breach or violation of any of
the terms or provisions of, or
constitute a default (or an event which,
with or without notice or lapse of
time, or both, as the case may be, would
constitute a default) under, (i) the
certificate of incorporation or by-laws of
the Company or FNF, (ii) any material
loan or credit agreement, indenture
(provided the requisite Consents are
executed with respect to the proposed
amendments to the Indenture), mortgage,
note, deed of trust or other material
agreement or instrument of the Company or
FNF or any of their respective affiliates
or subsidiaries, (iii) any
5
<PAGE>
judgment, order, decree, law, statute, rule
or regulation of any court,
governmental or regulatory agency or
authority to which the Company or FNF or
any of their respective affiliates or
subsidiaries is a party or by which the
Company or FNF or any of their respective
affiliates or subsidiaries or assets
or properties is bound or (iv) result in
the creation or imposition of any lien,
charge, claim or encumbrance on any
material asset or property of the Company or
FNF or any of their respective affiliates
or subsidiaries, which in any case
described above (except with reference to
the result of a violation of, or a
default under, the restated certificate of
incorporation or bylaws of the
Company or FNF), would be material to the
Company or FNF and their respective
subsidiaries taken as a whole.
(h) No material consent, authorization, approval or filing
with,
exemption, registration, qualification or
other action with any federal, state
or local governmental or regulatory agency
or authority is required in
connection with the execution, delivery,
performance, making and consummation,
as the case may be, of the Transactions
other than those which have been made or
obtained, as applicable, as set forth in
the Offer to Exchange.
(i) There are no actions, lawsuits, claims or governmental or
administrative proceedings pending
(including any stop order, restraining order
or denial of an application for approval),
or to the knowledge of the Company
after due inquiry, threatened against the
Company or FNF or any of their
respective affiliates or subsidiaries which
would, if adversely determined,
materially affect or impair the execution,
delivery, performance, making or
consummation, as the case may be, of the
Transactions.
(j) The Company has, or has arranged for the borrowing of,
sufficient funds (and authority to use such
funds under applicable law), which,
together with funds presently available or
committed to it, will enable the
Company to pay, and the Company hereby
agrees that the Company will pay
promptly, in accordance with the terms and
subject to the conditions of the
Exchange Offer and Solicitation as set
forth in the Exchange Offer and
Solicitation Materials and this Agreement,
all fees and expenses related to the
Exchange Offer and Solicitation, including,
but not limited to, fees and
expenses payable hereunder.
(k) The New Indenture has been duly authorized, executed and
delivered by the Company and, assuming that
the New Indenture is the valid and
legally binding obligation of the Trustee,
constitutes a valid and legally
binding obligation of the Company,
enforceable against the Company in accordance
with its terms except as that
enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium,
fraudulent transfer or other similar
laws of general applicability now or
hereafter in effect relating to or
affecting the enforcement of creditors'
rights, (ii) general principles of
equity (regardless of whether
enforceability is considered in a proceeding in
equity or at law) and (iii) an implied
covenant of good faith and fair dealing.
The Notes have been duly and validly
authorized by the Company for issuance upon
consummation of the Exchange Offer and,
when executed by the Company and
authenticated by the Trustee in accordance
with the New Indenture and delivered
upon consummation of the Exchange Offer,
will have been validly issued and
delivered, free of any preemptive or
similar rights to subscribe to or purchase
the same arising by operation of law or
under the charter or by-laws of the
Company or otherwise, and will constitute
valid and binding obligations of the
Company entitled to the benefits of the New
Indenture and enforceable in
accordance with their terms, except as
enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other
similar laws of general applicability now
or hereafter in effect relating to or
affecting the enforcement of creditors'
6
<PAGE>
rights, (ii) general principles of equity
(regardless of whether enforceability
is considered in a proceeding in equity or
at law), and (iii) an implied
covenant of good faith and fair dealing,
and the New Notes conform, or will
conform, to the description thereof in the
Registration Statement and the
Prospectus.
(l) The Indenture has been duly authorized, executed and
delivered by FNF and, assuming that the
Indenture is the valid and legally
binding obligation of the Trustee,
constitutes a valid and legally binding
obligation of FNF, enforceable against FNF
in accordance with its terms except
as that enforceability may be limited by
(i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent
transfer or other similar laws of general
applicability now or hereafter in effect
relating to or affecting the
enforcement of creditors' rights, (ii)
general principles of equity (regardless
of whether enforceability is considered in
a proceeding in equity or at law) and
(iii) an implied covenant of good faith
a
