Conversion Agreement

Exhibit 10.2

EXECUTION VERSION

Conversion Agreement

December 19, 2011

Fidelity National Information Services, Inc.

000 Xxxxxxxxx Xxxxxx

Xxxxxxxxxxxx, Xxxxxxx 00000

Attention:         Xxxx Xxxxxx and Xxxxx Xxxxxxxxx

JPMorgan Chase Bank, N.A.,

0000 Xxxxxx Xxxxxx, Xxxxx 00

Xxxxxxx, Xxxxx 00000-0000

Attention: Xxxxxxx Xxxxxxx

JPMorgan Chase Bank, N.A.

000 Xxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxx Xxxxxx

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit Agreement dated as of June 29, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), certain Subsidiaries of the Company party thereto, each Lender from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of America, N.A., as Swing Line Lender. Terms defined in the Credit Agreement are used herein as therein defined.

Effective as the Effective Date (as defined below), the undersigned Term Lender hereby agrees to convert the principal amount of Term A-1 Loans set forth on its signature page hereto into an equal principal amount of Term A-2 Loans (such principal amount, the “Converted Principal Amount”) under and in accordance with the Credit Agreement.

The effectiveness of this Conversion Agreement is subject to the satisfaction of the following conditions precedent (the date on which all of such conditions shall first be satisfied, the “Effective Date”, which is December 19, 2011):

(a) The Administrative Agent shall have received counterparts of this Conversion Agreement executed by each party hereto.

(b) The Administrative Agent shall have received payment from the Company, for the account of the undersigned Term Lender of an upfront fee (the “Upfront Fee”) in an amount equal to 1.00% of the Converted Principal Amount of such Term Lender (unless otherwise agreed between the Company and such

Term Lender). The Upfront Fees shall be payable on the Effective Date (upon the satisfaction of all other conditions for the occurrence thereof), in immediately available funds and, once paid, such fee or any part thereof shall not be refundable.

This Conversion Agreement shall be construed in accordance with and governed by the law of the State of New York. This Conversion Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Conversion Agreement shall be effective as delivery of an original executed counterpart of this Conversion Agreement.

[Signature page follows]

2

Aggregate Term A-1 Loans to be converted: $47,484,746.63.

[CONVERTING LENDERS]
By:		[ON FILE WITH ADMINISTRATIVE AGENT]
		Name:
		Title:

[Signature Page to Conversion Agreement]

Agreed and accepted:

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Executive Director

[Signature Page to Conversion Agreement]

Agreed and accepted: FIDELITY NATIONAL INFORMATION SERVICES, INC.
By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Senior Vice President and Treasurer

[Signature Page to Conversion Agreement]