EXCHANGE AGREEMENT
Exhibit 99.2
EXCHANGE AGREEMENT (the “Agreement”), dated as of June 18, 2008, among Fidelity
National Information Services, Inc., a Georgia corporation (“FNIS”), JPMorgan Chase Bank,
N.A. (“JPMCB”), Bank of America, N.A. (“Bank of America”) and Wachovia Bank,
National Association (“Wachovia Bank” and, together with JPMCB and Bank of America, the
“Initial Tranche B Lenders”), X.X. Xxxxxx Securities Inc. (“JPMSI”), Banc of
America Securities LLC (“BAS”), Wachovia Capital Markets, LLC (“WCM” and, together
with JPMSI and BAS, the “Investment Banks”; the Investment Banks together with the Initial
Tranche B Lenders being collectively referred to herein as the “Existing Tranche B
Lenders”) and, solely with respect to Sections 2(a), 4(b), 6, 7, 8, 9, 10 and 11 hereof, Lender
Processing Services, Inc., a Delaware corporation (“Spinco”).
WHEREAS, pursuant to a Contribution and Distribution Agreement, dated as of June 13, 2008 (the
“Distribution Agreement”), between FNIS and Spinco, FNIS has agreed to contribute (the
“Contribution”) to Spinco all of the assets, liabilities and operations of the Lender
Processing Services segment of FNIS in exchange for equity interests in Spinco, term A loans of
Spinco in an aggregate principal amount of $700,000,000 (the “Spinco Term A Loans”), term B
loans of Spinco in an aggregate principal amount of $510,000,000 (the “Spinco Term B Loans”
and, together with the Spinco Term A Loans, the “Spinco Term Loans”) and senior unsecured
notes of Spinco in an aggregate principal amount of $375,000,000 (the “Spinco Senior Notes”
and, together with the Spinco Term Loans, the “Spinco Debt”);
WHEREAS, on December 31, 2007 FNIS entered into an engagement letter (as amended and restated,
the “Financing Engagement Letter”) with JPMCB, Bank of America, Wachovia Bank, JPMSI, BAS
and WCM, in connection with the arrangement and syndication of the Spinco Term Loans, and in
connection therewith Spinco will enter into a Credit Agreement (the “Spinco Credit
Agreement”) with the lenders party thereto (the “Lenders”) and JPMCB, as administrative
agent (in such capacity, the “Spinco Facility Administrative Agent”), swing line lender and
L/C issuer , substantially in the form of a draft dated June 18, 2008 with such changes as are
acceptable to the Existing Tranche B Lenders, FNIS and Spinco;
WHEREAS, on June 18, 2008 the Investment Banks and Spinco entered into a Purchase Agreement
(the “Purchase Agreement”) with JPMSI, BAS and WCM as representatives of the initial
purchasers named therein (the “Initial Purchasers”), in connection with the sale pursuant
to Rule 144A and Regulation S under the Securities Act of 1933, as amended, of the Spinco Senior
Notes, and in connection therewith Spinco will enter into a Registration Rights Agreement with the
Initial Purchasers relating to the grant by Spinco of registration rights with respect to the
Spinco Senior Notes;
WHEREAS, pursuant to the terms below, FNIS desires to exchange 100% of the Spinco Term Loans
for a portion of the Tranche B Loans (the “FNIS Tranche B Loans”) held by the Initial
Tranche B Lenders under the Credit Agreement dated as of January 18, 2007, as amended (the
“Existing FNIS Credit Agreement”), among FNIS, the lenders party thereto, JPMCB, as
administrative agent (in such capacity, the “FNIS Facility Administrative Agent”), swing
line
lender and L/C issuer, and Bank of America, N.A., as swing line lender; and the Initial
Tranche B Lenders desire to exchange such FNIS Tranche B Loans for such Spinco Term Loans; and
WHEREAS, pursuant to the terms below, FNIS desires to exchange 100% of the Spinco Senior Notes
for a portion of the FNIS Tranche B Loans to be held by the Investment Banks; and the Investment
Banks desire to exchange such FNIS Tranche B Loans for such Spinco Senior Notes.
NOW THEREFORE, in consideration of the representations, warranties and agreements contained in
this Agreement, the parties agree as follows:
1. The Exchange.
(a) Subject to the terms and conditions and in reliance upon the representations and
warranties in this Agreement, at the Closing (as defined below):
(i) FNIS will transfer and deliver to the Initial Tranche B Lenders, and the
Initial Tranche B Lenders will accept, the Spinco Term Loans of the type and in the
principal amounts set forth on Schedule II.A hereto;
(ii) the Initial Tranche B Lenders will transfer and deliver to FNIS, and FNIS
will accept from the Initial Tranche B Lenders, the FNIS Tranche B Loans in an
aggregate principal amount of $1,210,000,000 (with the applicable principal amount
for each Initial Tranche B Lender set forth on Schedule I.A hereto) (the
“Exchange FNIS Term Obligations”);
(iii) FNIS will transfer and deliver to the Investment Banks, and the
Investment Banks will accept, the Spinco Senior Notes in the principal amounts set
forth on Schedule II.B hereto; and
(iv) the Investment Banks will transfer and deliver to FNIS, and FNIS will
accept from the Investment Banks, FNIS Tranche B Loans in an aggregate principal
amount of $375,000,000 (with the applicable principal amount for each Investment
Bank set forth on Schedule I.B hereto) (the “Exchange FNIS Notes
Obligations” and, together with the Exchange FNIS Term Obligations, the
“Exchange FNIS Debt Obligations”).
(b) The exchange of the Spinco Debt for the Exchange FNIS Debt Obligations (the
“Closing”) shall occur at the office of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxx,
Xxx Xxxx, Xxx Xxxx (or at such other location or locations as may be agreed upon by the
Existing Tranche B Lenders and FNIS), following the Contribution but prior to the
distribution by FNIS of all of the issued and outstanding shares of Spinco’s common stock on
a pro rata basis to holders of the FNIS common stock in accordance with the Distribution
Agreement (the “Spin-Off”), subject to satisfaction (or waiver) of the conditions
set forth in Section 5 of this Agreement; provided that the Closing shall not occur prior to
July 1, 2008 (the “Closing Date”). At the Closing, (i) the Initial Tranche B
Lenders shall assign to FNIS their holdings of the Exchange FNIS Term Obligations in
accordance with the Existing FNIS Credit Agreement, and FNIS shall assign to the Initial
Tranche B Lenders, the Spinco Term Loans as provided in this Agreement and (ii) the
Investment Banks shall assign to FNIS their holdings of the Exchange FNIS Notes Obligations
in accordance with the Existing FNIS Credit Agreement, and FNIS shall assign or otherwise
deliver to the Investment Banks or their respective affiliates, as directed, the Spinco
Senior Notes as provided in this Agreement.
2. Assignment of Spinco Debt by FNIS to the Existing Tranche B Lenders.
(a) Effective as of the Closing, in consideration for the Exchange FNIS Term
Obligations, (i) FNIS hereby assigns to the Initial Tranche B Lenders all of its rights and
obligations arising out of or in respect of the Spinco Term A Loans and Spinco Term B Loans,
(ii) each of the Initial Tranche B Lenders hereby severally irrevocably assumes all of FNIS’
rights and obligations arising out of or in respect of the Spinco Term A Loans and Spinco
Term B Loans equal to an amount set forth opposite such Initial Tranche B Lender’s name on
Schedule II.A under the columns “Principal Amount of Spinco Term A Loans” and “Principal
Amount of Spinco Term B Loans”, respectively, (iii) the Spinco Facility Administrative
Agent hereby consents to such assignment and assumption and (iv) Spinco hereby consents to
such assignment and assumption. Each of the parties to this Agreement agrees that the
assignment by FNIS of the Spinco Term Loans and the assumption thereof by the Initial
Tranche B Lenders as provided for in this Agreement shall be deemed to be the “Assignment
and Assumption” required by Section 10.07 of the Spinco Credit Agreement, and the Spinco
Facility Administrative Agent hereby waives the processing and recordation fee payable under
Section 10.07(d)(iv) of the Spinco Credit Agreement in respect of each such assignment by
FNIS.
(b) Effective as of the Closing, (i) FNIS hereby assigns to the Investment Banks all of
its rights and obligations arising out of or in respect of the Spinco Senior Notes and (ii)
each of the Investment Banks hereby severally irrevocably assumes all of FNIS’ rights and
obligations arising out of or in respect of the Spinco Senior Notes equal to an amount set
forth opposite such Investment Bank’s name on Schedule II.B.
3. Assignment of FNIS Tranche B Loans by the Existing Tranche B Lenders to FNIS.
(a) Effective as of the Closing, in consideration for the Spinco Debt, (i) each of the
Existing Tranche B Lenders shall assign to FNIS all of their respective rights and
obligations arising out of or in respect of the FNIS Tranche B Loans (and FNIS shall
irrevocably assume all of the Existing Tranche B Lenders’ rights and obligations arising out
of or in respect of the FNIS Tranche B Loans) by executing and delivering an Assignment and
Assumption in the form attached hereto under Schedule III (the “Assignment”), with
each Existing Tranche B Lender agreeing to transfer that amount of FNIS Tranche B Loans as
is set forth with respect to such Existing Tranche B Lender on Schedule I hereto, (ii) the
FNIS Facility Administrative Agent hereby agrees to execute the Assignment to evidence its
consent thereto as required by Section 11.07 of the Existing FNIS Credit Agreement and its
approval of FNIS as an “Eligible Assignee” (as defined under the Existing FNIS Credit
Agreement) of the FNIS Tranche B Loans and (iii) FNIS hereby agrees to execute the
Assignment to evidence its consent thereto as required by Section 11.07 of the Existing FNIS
Credit Agreement and its approval of FNIS as an
“Eligible Assignee” (as defined under the Existing FNIS Credit Agreement) of the FNIS
Tranche B Loans. The FNIS Facility Administrative Agent hereby waives the processing and
recordation fee payable under Section 11.07(d)(iv) of the FNIS Credit Agreement in respect
of each such Assignment.
4. Representations and Warranties.
(a) FNIS hereby represents and warrants to Spinco and each Existing Tranche B Lender
that:
(i) FNIS is a corporation duly organized, validly existing and in good
standing under the laws of the State of Georgia. FNIS has all requisite corporate
power and authority to enter into this Agreement and to perform its obligations
hereunder. This Agreement has been duly executed and delivered by FNIS and
constitutes a legal, valid and binding obligation of FNIS, enforceable against FNIS
in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally or by equitable principles relating to enforceability.
(ii) No consent, approval, license, permit, order or authorization of, or
registration, declaration or filing with, any Federal, state, local or foreign
government or any court of competent jurisdiction, administrative agency or
commission or other governmental authority or instrumentality, domestic or foreign
(a “Governmental Entity”) or nongovernmental third party is required to be
obtained or made by or with respect to FNIS or any of its subsidiaries (excluding
Spinco and its subsidiaries, which are instead covered by the representations in
Section 4(b) below) in connection with the execution, delivery and performance of
this Agreement by FNIS except as have been previously obtained or made (or as will
have been obtained or made on or prior to the Closing).
(iii) Neither the exchange of the Spinco Debt nor the performance of any of
the other obligations of FNIS hereunder will (A) constitute a Default under (and as
defined in) the Existing FNIS Credit Agreement and related loan documents or (B)
result in a breach of any of the terms and provisions of, or constitute a default
under, (1) any other indenture, mortgage, deed of trust or other agreement or
instrument to which FNIS or any of its subsidiaries (excluding Spinco and its
subsidiaries, which are instead covered by the representations in Section 4(b)
below) is a party or by which it is bound, or (2) FNIS’s certificate of
incorporation or bylaws or the corporate governance documents of any of FNIS’s
subsidiaries (excluding Spinco and its subsidiaries, which are instead covered by
the representations in Section 4(b) below), or (3) any order, rule or regulation
applicable to FNIS or any of its subsidiaries (excluding Spinco and its
subsidiaries, which are instead covered by the representations in Section 4(b)
below) of any Governmental Entity having jurisdiction over FNIS or any of its
subsidiaries (excluding Spinco and its
subsidiaries, which are instead covered by the representations in Section 4(b)
below) or their respective properties, except with respect to any breach referred
to in clause (B)(1) or clause (B)(3) as would not materially and adversely affect
the performance of FNIS’ obligations hereunder.
(iv) Prior to the Closing, FNIS will have good and valid title to the Spinco
Debt, free and clear of any liens, claims, encumbrances, security interests,
options, charges or restrictions of any kind (collectively, “Liens”). Upon
delivery of the Spinco Debt by FNIS to the Existing Tranche B Lenders at the
Closing in exchange for the Exchange FNIS Debt Obligations, the Existing Tranche B
Lenders will acquire good and valid title to such Spinco Debt, free and clear of
any Liens.
(v) FNIS has made its own independent inquiry as to the legal, tax and
accounting aspects of the transactions contemplated by this Agreement, and FNIS has
not relied on Spinco or the Existing Tranche B Lenders or their respective legal
counsel or other advisors for legal, tax or accounting advice in connection with
the transactions contemplated by this Agreement..
(b) Spinco hereby represents and warrants to FNIS and each Existing Tranche B Lender
that:
(i) Spinco is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. Spinco has all requisite
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder. This Agreement has been duly executed and delivered by
Spinco and constitutes a legal, valid and binding obligation of Spinco, enforceable
against Spinco in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally or by equitable principles relating to
enforceability.
(ii) No consent, approval, license, permit, order or authorization of, or
registration, declaration or filing with, any Governmental Entity or
nongovernmental third party is required to be obtained or made by or with respect
to Spinco or any of its subsidiaries in connection with the execution, delivery and
performance of this Agreement by Spinco except as have been previously obtained or
made (or as will have been obtained or made on or prior to the Closing).
(iii) Neither the exchange of the Spinco Debt nor the performance of any of
the other obligations of Spinco hereunder will (A) constitute a Default under (and
as defined in) the Existing FNIS Credit Agreement and related loan documents or (B)
result in a breach of any of the terms and provisions of, or constitute a default
under, (1) any other indenture, mortgage, deed of trust or other agreement or
instrument to which Spinco or any of its subsidiaries is a party or by which it is
bound, or (2) Spinco’s certificate of incorporation or
bylaws or the corporate governance documents of any of Spinco’s subsidiaries,
or (3) any order, rule or regulation applicable to Spinco or any of its
subsidiaries of any Governmental Entity having jurisdiction over Spinco or any of
its subsidiaries or their respective properties, except with respect to any breach
referred to in clause (B)(1) or clause (B)(3) as would not materially and adversely
affect the performance of Spinco’s obligations hereunder.
(iv) When the Spinco Debt is issued by Spinco to FNIS and when the Spinco Debt
is transferred by FNIS to the Existing Tranche B Lenders at the Closing in exchange
for the Exchange FNIS Debt Obligations, (A) the Spinco Debt will (x) have been duly
and validly authorized and issued and (y) constitute valid and legally binding
obligations of Spinco enforceable against Spinco in accordance with their terms,
except as enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting the enforcement of creditors’ rights generally or by
equitable principles relating to enforceability, (B) the holders of the Spinco Term
Loans will be entitled to the benefits of the loan documents governing the Spinco
Term Loans and (C) the holders of the Spinco Senior Notes will be entitled to the
benefits of the indenture governing the Senior Notes.
(v) Spinco has made its own independent inquiry as to the legal, tax and
accounting aspects of the transactions contemplated by this Agreement, and Spinco
has not relied on FNIS or the Existing Tranche B Lenders or their respective legal
counsel or other advisors for legal, tax or accounting advice in connection with
the transactions contemplated by this Agreement.
(c) Each of the Existing Tranche B Lenders hereby severally as to itself and not
jointly represents and warrants to FNIS and Spinco that:
(i) Such Existing Tranche B Lender is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization, as applicable. Such Existing Tranche B Lender has all requisite
corporate or other organizational power and authority to enter into this Agreement
and to perform its obligations hereunder. This Agreement has been duly executed and
delivered by such Existing Tranche B Lender and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability.
(ii) No consent, approval, license, permit, order or authorization of, or
registration, declaration or filing with, any Governmental Entity or
nongovernmental third party is required to be obtained or made by or with respect
to such Existing Tranche B Lender in connection with the execution, delivery and
performance of this Agreement except as have been previously obtained or made.
(iii) Such Existing Tranche B Lender has (or in the case of each Investment
Bank, will have at the Closing) good and valid title to the Exchange FNIS Debt
Obligations to be exchanged by it pursuant to this Agreement. Upon delivery of
such Exchange FNIS Debt Obligations by such Existing Tranche B Lender to FNIS at
the Closing in exchange for the applicable Spinco Debt, FNIS will acquire good and
valid title to such Exchange FNIS Debt Obligations, free and clear of any Liens.
5. Conditions.
(a) The obligations of the Existing Tranche B Lenders to exchange the Exchange FNIS
Debt Obligations for the Spinco Debt at the Closing shall be subject to the satisfaction (or
waiver by the Existing Tranche B Lenders) of the following conditions:
(i) FNIS shall have furnished to the Existing Tranche B Lenders an opinion of
Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP dated the Closing Date, with respect to (a)
due authorization, execution and enforceability of this Agreement by FNIS, (b) no
required governmental consents, and (c) no adverse claims against the Spinco Debt
to be sold by FNIS to the Existing Tranche B Lenders.
(ii) No statute, rule, regulation, executive order, decree, temporary
restraining order, preliminary or permanent injunction or other order enacted,
entered, promulgated, enforced or issued by any Governmental Entity or other legal
restraint or prohibition shall be in effect preventing the consummation of the
transactions contemplated hereunder.
(iii) The representations and warranties of FNIS and Spinco in this Agreement
shall be true and correct in all material respects on and as of the Closing Date,
with the same effect as if made on the Closing Date, and FNIS shall have complied
in all material respects with all the agreements to be performed or satisfied by it
at or prior to the Closing Date, and FNIS shall have furnished to the Existing
Tranche B Lenders a certificate of FNIS, in form reasonably satisfactory to the
Existing Tranche B Lenders signed by a Vice President or Treasurer of FNIS, dated
the Closing Date, to the foregoing effects.
(iv) FNIS shall have received an opinion (and the Existing Tranche B Lenders
shall have received a copy thereof) of its special tax advisor, Deloitte Tax LLP,
to the effect that, for United States Federal income tax purposes:
(A) the contribution taking into account the Spin-Off will qualify as
a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the “Code”) in which neither Spinco nor
FNIS will recognize any gain or loss;
(B) no gain or loss will be recognized by FNIS in the debt exchange,
pursuant to Section 361 of the Code; and
(C) no gain or loss will be recognized by FNIS or any FNIS
shareholder on the Spin-Off, pursuant to Section 355 and related
provisions of the Code (including Section 361(c) of the Code), except that
any gain that FNIS shareholders realize on cash received in lieu of any
fractional shares of Spinco’s common stock to which such shareholders may
be entitled in the Spin-Off generally will be taxable to the FNIS
shareholders.
(v) In the case of the Initial Tranche B Lenders, the Spinco Credit Agreement
shall be in full force and effect, and all conditions precedent set forth in
Section 4.01 of the Spinco Credit Agreement shall have been satisfied.
(vi) In the case of the Investment Banks, the Purchase Agreement shall remain
in full force and effect, and all of the conditions to the obligations of the
Initial Purchasers to purchase and pay for the Spinco Senior Notes as set forth in
the Purchase Agreement shall have been satisfied.
In case any of such conditions shall not have been fulfilled by July 2, 2008, or if the
Distribution Agreement, the Spinco Credit Agreement, the Financing Engagement Letter or the
Purchase Agreement shall have been terminated in accordance with their terms, or if a Material
Adverse Effect (as defined in the Spinco Credit Agreement) shall have occurred, this Agreement may
be terminated by the Existing Tranche B Lenders by delivering written notice of termination to FNIS
(it being understood and agreed, for the avoidance of doubt, that the Financing Engagement Letter
may be terminated only in accordance with its terms).
(b) The obligations of FNIS to exchange the Spinco Debt for the Exchange FNIS Debt Obligations
at the Closing shall be subject to the satisfaction (or waiver by FNIS) of the following condition:
(i) The representations and warranties of the Existing Tranche B Lenders in
this Agreement shall be true and correct in all material respects on and as of the
Closing Date, with the same effect as if made on the Closing Date, and the Existing
Tranche B Lenders shall have complied in all material respects with all the
agreements to be performed or satisfied by them at or prior to the Closing Date.
(ii) FNIS shall have received an opinion of its special tax advisor, Deloitte
Tax LLP, to the effect that, for United States Federal income tax purposes:
(A) the contribution taking into account the Spin-Off will qualify as
a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the “Code”) in which neither Spinco nor
FNIS will recognize any gain or loss;
(B) no gain or loss will be recognized by FNIS in the debt exchange,
pursuant to Section 361 of the Code; and
(C) no gain or loss will be recognized by FNIS or any FNIS
shareholder on the Spin-Off, pursuant to Section 355 and related
provisions of the Code (including Section 361(c) of the Code), except that
any gain that FNIS shareholders realize on cash received in lieu of any
fractional shares of Spinco’s common stock to which such shareholders may
be entitled in the Spin-Off generally will be taxable to the FNIS
shareholders.
(iii) FNIS shall have received the Spinco Term Loans, and the Spinco Credit
Agreement shall be in full force and effect.
(iv) FNIS shall have received the Spinco Senior Notes, and the Purchase
Agreement shall be in full force and effect.
In case any of such conditions shall not have been fulfilled by July 2, 2008, or if the
Distribution Agreement, the Spinco Credit Agreement, the Financing Engagement Letter or the
Purchase Agreement shall have been terminated in accordance with their terms, this Agreement may be
terminated by FNIS by delivering written notice of termination to the Existing Tranche B Lenders
(it being understood and agreed, for the avoidance of doubt, that the Financing Engagement Letter
may be terminated only in accordance with its terms).
6. Relationship of Parties. All acquisitions of the FNIS Tranche B Loans by the Existing
Tranche B Lenders, all exchanges of the FNIS Tranche B Loans for the Spinco Debt by the Existing
Tranche B Lenders pursuant to this Agreement, any resales by the Existing Tranche B Lenders of the
Spinco Debt and all other acts or omissions of the Existing Tranche B Lenders in connection with
this Agreement, are for the Existing Tranche B Lenders’ own account and not for the account of
FNIS. No principal-agent relationship is, or is intended to be created between FNIS and any
Existing Tranche B Lender, by any of the provisions of this Agreement. Each of FNIS and Spinco
acknowledges and agrees that the Existing Tranche B Lenders are acting solely in the capacity of an
arm’s length contractual counterparty to FNIS and Spinco with respect to the transactions
contemplated by this Agreement (including in connection with determining the terms of the offering
under the Purchase Agreement and the terms of the credit facilities provided under the Spinco
Credit Agreement) and not as a financial advisor or a fiduciary to, or an agent of, FNIS, Spinco or
any other person.
7. Survival of Provisions. The respective agreements, representations, warranties and other
statements of FNIS and of the Existing Tranche B Lenders and agreements of Spinco set forth in or
made pursuant to this Agreement will remain in full force and effect and will survive the exchange
of the Exchange FNIS Debt Obligations for the Spinco Debt.
8. Notices. All notices or other communications under this Agreement shall be in writing and
shall be deemed to be duly given as of the date delivered, mailed or transmitted, and shall be
effective upon receipt, if delivered personally, mailed by registered or certified mail (postage
prepaid, return receipt requested) or delivered by a nationally recognized courier service to the
parties at the following address or sent by electronic transmission to the telecopier numbers
specified below:
If to the Existing Tranche B Lenders:
| JPMorgan Chase Bank, N.A. | ||||
| X.X. Xxxxxx Securities Inc. | ||||
| 000 Xxxx Xxxxxx | ||||
| Xxx Xxxx, Xxx Xxxx 00000 | ||||
| Attention: Xxxxxxxx Xxx-Xxxxx, Managing Director | ||||
| Fax: 000-000-0000 | ||||
| and | ||||
| Bank of America, N.A. | ||||
| Banc of America Securities LLC | ||||
| 000 Xxxxx Xxxxx Xxxxxx | ||||
| Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 | ||||
| Attention: Xxxxxxxx Xxxxxx, Managing Director | ||||
| Fax: 000-000-0000 | ||||
| and | ||||
| Wachovia Bank, National Association | ||||
| Wachovia Capital Markets, LLC | ||||
| One Wachovia Center | ||||
| 000 Xxxxx Xxxxxxx Xxxxxx | ||||
| Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 | ||||
| Attention: Rit Amin, Director | ||||
| Fax: 000-000-0000 | ||||
| If to FNIS to: | Fidelity National Information Services, Inc. | |||
| 000 Xxxxxxxxx Xxxxxx | ||||
| Xxxxxxxxxxxx, Xxxxxxx 00000 | ||||
| Attention: Xxxxxx X. Xxxx, General Counsel | ||||
| Fax: (000) 000-0000 | ||||
| If to Spinco, to: | Lender Processing Services, Inc. | |||
| 000 Xxxxxxxxx Xxxxxx | ||||
| Xxxxxxxxxxxx, Xxxxxxx 00000 | ||||
| Attention: Xxxx X. Xxxxxxx, General Counsel | ||||
| Fax: (000) 000-0000 |
9. Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and no other person will have any right or obligation
hereunder.
10. Applicable Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be performed entirely
within such State, without regard to the conflicts of law principles of such State.
11. Counterparts. This Agreement may be signed in one or more counterparts, each of which
shall constitute an original and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date
first written above .
| FIDELITY NATIONAL INFORMATION SERVICES, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| As to Sections 2(a), 4(b), 6,
7, 8, 9, 10 and 11 only: LENDER PROCESSING SERVICES, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| JPMORGAN CHASE BANK, N.A. |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Executive Director | |||
| X.X. XXXXXX SECURITIES INC. |
||||
| By: | /s/ Xxxxxxx Karanikolaidis | |||
| Name: | Xxxxxxx Karanikolaidis | |||
| Title: | Vice President | |||
| BANK OF AMERICA, N.A. |
||||
| By: | /s/ Kipling Davis | |||
| Name: | Kipling Davis | |||
| Title: | Senior Vice President | |||
| BANC OF AMERICA SECURITIES LLC |
||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| WACHOVIA BANK, NATIONAL
ASSOCIATION |
||||
| By: | /s/ Rit X. Xxxx | |||
| Name: | Rit X. Xxxx | |||
| Title: | Director | |||
| WACHOVIA CAPITAL MARKETS, LLC |
||||
| By: | /s/ Rit X. Xxxx | |||
| Name: | Rit X. Xxxx | |||
| Title: | Director | |||
