METAVANTE TECHNOLOGIES, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 20th, 2009 • Metavante Technologies, Inc. • Services-business services, nec • Wisconsin
THIS AGREEMENT, entered into as of the 24th day of November, 2008, by and between METAVANTE TECHNOLOGIES, INC. (“Metavante Technologies”), and Brian C. Hurdis (the “Executive”) (hereinafter collectively referred to as the “Parties”).
AMENDED AND RESTATED METAVANTE TECHNOLOGIES, INC. STOCK PURCHASE RIGHT AGREEMENTStock Purchase Right Agreement • November 12th, 2008 • Metavante Technologies, Inc. • Finance services • Wisconsin
Amended and Restated Stock Purchase Right Agreement, dated as of August 21, 2008 (as it may be amended from time to time, this “Agreement”) between Metavante Technologies, Inc., a Wisconsin corporation (the “Company”), and WPM, L.P., a Delaware limited partnership (“Investor”).
FIDELITY NATIONAL INFORMATION SERVICES, INC. STOCK PURCHASE RIGHT AGREEMENTStock Purchase Right Agreement • April 6th, 2009 • Metavante Technologies, Inc. • Services-business services, nec • Delaware
Stock Purchase Right Agreement, dated as of March 31, 2009 (as it may be amended from time to time, this “Agreement”) among Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), WPM, L.P., a Delaware limited partnership (the “Investor”), and solely for the purpose of Sections 5.1, 5.8 and 5.10, Metavante Technologies, Inc., a Wisconsin corporation (“Metavante”).
METAVANTE TECHNOLOGIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2007 • Metavante Technologies, Inc. • Finance services • Wisconsin
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 1st day of November, 2007 by and between METAVANTE HOLDING COMPANY (to be renamed METAVANTE TECHNOLOGIES, INC.) (“Metavante Technologies”), a Wisconsin corporation, and FRANK R. MARTIRE (the “Executive”).
AMENDMENT NO. 1 TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 14th, 2007 • Metavante Technologies, Inc. • Finance services
This AMENDMENT NO. 1 TO THE EMPLOYEE MATTERS AGREEMENT, dated as of August 21, 2007 (this “Amendment”), is entered into among Metavante Holding Company, a Wisconsin corporation (“MVT Holding”), Metavante Corporation, a Wisconsin corporation (“MVT Corp.”) (MVT Holding and MVT Corp., collectively, the “MVT Parties”), New M&I Corporation, a Wisconsin corporation (“New MI Corp.”), and Marshall & Ilsley Corporation, a Wisconsin corporation (“MI Corp.”) (New MI Corp. and MI Corp., collectively, the “MI Parties”). Capitalized terms used herein and not otherwise defined, shall have the respective meanings assigned to them in the Employee Matters Agreement, dated as of April 3, 2007, among the MVT Parties and the MI Parties (the “Employee Matters Agreement”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 16th, 2007 • Metavante Holding CO • Finance services • Wisconsin
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2007, between Metavante Holding Company, a Wisconsin corporation (“MVT Holding”), Metavante Corporation, a Wisconsin corporation (“MVT Corp.”) (MVT Holding and MVT Corp., collectively, the “MVT Parties”), New M&I Corporation, a Wisconsin corporation (“New MI Corp.”), and Marshall & Ilsley Corporation, a Wisconsin corporation (“MI Corp.”) (New MI Corp. and MI Corp., collectively, the “MI Parties”). Capitalized terms used herein and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.
SUPPORT AGREEMENTSupport Agreement • April 6th, 2009 • Metavante Technologies, Inc. • Services-business services, nec • Delaware
This Support Agreement (this “Agreement”) is dated as of March 31, 2009, among Fidelity National Information Services, Inc., a Georgia corporation (“Parent”), Cars Holdings, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”), WPM, L.P., a Delaware limited partnership (the “Shareholder”), and solely for the purpose of Sections 4.4, 6.16 and 6.17, Metavante Technologies, Inc., a Wisconsin corporation (the “Company”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 20th, 2009 • Metavante Technologies, Inc. • Services-business services, nec • Wisconsin
This Agreement is made and entered into as of the day of , by and between MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (the “Company”), and (the “Employee”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2003 Executive Stock Option and Restricted Stock Plan (the “Plan”).
METAVANTE TECHNOLOGIES, INC. SHAREHOLDERS AGREEMENT Dated as of November 1, 2007Shareholder Agreement • November 6th, 2007 • Metavante Technologies, Inc. • Finance services • Wisconsin
SHAREHOLDERS AGREEMENT, dated as of November 1, 2007 (as it may be amended from time to time, this “Agreement”), among (i) Metavante Technologies, Inc., a Wisconsin corporation (the “Company”), (ii) WPM, L.P., a Delaware limited partnership (“Investor”), and (iii) any other Shareholder that may become a party to this Agreement after the date and pursuant to the terms hereof.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • October 6th, 2009 • Metavante Technologies, Inc. • Services-business services, nec
In order to receive severance benefits under my Change of Control Agreement with Metavante Technologies, Inc. (my “Change of Control Agreement”), I understand that I must sign and return this Release to the Chief Executive Officer of Metavante. I must do so within 21 calendar days from the date my employment is terminated.
SUBSIDIARY GUARANTY SUPPLEMENTSubsidiary Guaranty Supplement • October 6th, 2009 • Metavante Technologies, Inc. • Services-business services, nec • New York
METAVANTE TECHNOLOGIES, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF FRANK R. MARTIREEmployment Agreement • November 3rd, 2008 • Metavante Technologies, Inc. • Finance services
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made as of the 1st day of November, 2008 by and between Metavante Technologies, Inc., a Wisconsin corporation (“Metavante Technologies”), and Frank R. Martire (the “Executive”).
METAVANTE TECHNOLOGIES, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF MICHAEL D. HAYFORDEmployment Agreement • November 3rd, 2008 • Metavante Technologies, Inc. • Finance services
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made as of the 1st day of November, 2008 by and between Metavante Technologies, Inc., a Wisconsin corporation (“Metavante Technologies”), and Michael D. Hayford (the “Executive”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 1st, 2009 • Metavante Technologies, Inc. • Services-business services, nec • New York
GUARANTY AGREEMENT Dated as of October 1, 2009 From FIDELITY NATIONAL INFORMATION SERVICES, INC., THE OTHER GUARANTORS NAMED HEREIN, THE ADDITIONAL GUARANTORS REFERRED TO HEREIN, as Guarantors in favor of THE GUARANTEED PARTIES REFERRED TO HEREINGuaranty Agreement • October 6th, 2009 • Metavante Technologies, Inc. • Services-business services, nec • New York
GUARANTY AGREEMENT dated as of October 1, 2009 (this “Guaranty”) made by Fidelity National Information Services, Inc. (“FNIS”), each of the subsidiaries of FNIS listed on the signature pages hereof under the caption “Subsidiary Guarantors” (the “Subsidiary Guarantors”) and the Additional Subsidiary Guarantors (as defined in Section 9) (FNIS, the Subsidiary Guarantors and the Additional Subsidiary Guarantors being, collectively, the “Guarantors” and, individually, a “Guarantor”) in favor of the Guaranteed Parties (as defined in Section 1).
AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., CARS HOLDINGS, LLC and METAVANTE TECHNOLOGIES, INC. DATED AS OF MARCH 31, 2009Merger Agreement • April 6th, 2009 • Metavante Technologies, Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 31, 2009 (this “Agreement”), by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (“Georgia”), CARS HOLDINGS, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Georgia that is disregarded as an entity separate from Georgia under Treasury Regulation Section 301.7701-3 (“Merger Sub”) and METAVANTE TECHNOLOGIES, INC., a Wisconsin corporation (“Wisconsin”).
CREDIT AGREEMENT among METAVANTE TECHNOLOGIES, INC., as Holdings METAVANTE CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC. and BAIRD...Credit Agreement • November 6th, 2007 • Metavante Technologies, Inc. • Finance services • New York
CREDIT AGREEMENT (this “Agreement”), dated as of November 1, 2007, among Metavante Technologies, Inc., a Wisconsin corporation (“Holdings”), Metavante Corporation, a Wisconsin corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Lehman Commercial Paper Inc. and Baird Financial Corporation, as documentation agents (in such capacity, the “Documentation Agents”), Morgan Stanley Senior Funding Inc., as syndication agent (in such capacity, the “Syndication Agent”), and JPMorgan Chase Bank, N.A., as administrative agent.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • October 6th, 2009 • Metavante Technologies, Inc. • Services-business services, nec
In order to receive severance benefits under my Change of Control Agreement and my Employment Agreement with Metavante Technologies, Inc. (my “Agreements”), I understand that I must sign and return this Release to the Chief Executive Officer of Metavante. I must do so within 21 calendar days from the date my employment is terminated.
GUARANTEE AND COLLATERAL AGREEMENT made by METAVANTE TECHNOLOGIES, INC., as Holdings METAVANTE CORPORATION, as Borrower and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of November 1, 2007Guarantee and Collateral Agreement • November 6th, 2007 • Metavante Technologies, Inc. • Finance services • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 1, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of November 1, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among METAVANTE TECHNOLOGIES, INC. (“Holdings”), METAVANTE CORPORATION (the “Borrower”), the Lenders and the Administrative Agent.
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • March 3rd, 2008 • Metavante Technologies, Inc. • Finance services
Amendment No. 1 (this “Amendment”) to the Shareholders Agreement, dated as of February 20, 2008, by and among Metavante Technologies, Inc. (formerly known as Metavante Holding Company), a Wisconsin corporation (the “Company”), and WPM, L.P., a Delaware limited partnership (the “Investor”).
LIMITED GUARANTEE OF WARBURG PINCUS PRIVATE EQUITY IX, L.P.Limited Guarantee • May 22nd, 2007 • Metavante Holding CO • New York
Limited Guarantee, dated as of April 3, 2007 (this “Limited Guarantee”), is made by Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Marshall & Ilsley Corporation, a Wisconsin corporation (“MI Corporation”), and Metavante Holding Company, a Wisconsin corporation and, as of the date hereof, a wholly-owned subsidiary of MI Corporation (“MVT Holding” and together with MI Corporation, the “Guaranteed Parties”).
