AMENDED AND RESTATED CORPORATE SERVICES AGREEMENTCorporate Services Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This Amended and Restated Corporate Services Agreement (this “Agreement”) is effective as of February 1, 2006 (the “Effective Date”), by and between FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation (“FNT” or “PROVIDING PARTY”), and CERTEGY INC., a Georgia corporation that, after the effectiveness of the Merger hereinafter defined, will be known as “Fidelity National Information Services, Inc.” (“FIS” or “RECEIVING PARTY”). FNT and FIS shall be referred to together in this Agreement as the “Parties” and individually as a “Party.”
FIDELITY NATIONAL INFORMATION SERVICES, INC. (F/K/A CERTEGY INC.) NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
THIS AGREEMENT is entered into as of the above Date of Grant, by and between Fidelity National Information Services, Inc. (f/k/a/ Certegy Inc.), a Georgia corporation (the “Company”), and the above-named Participant (“Participant”). This Agreement is subject to the provisions of the Amended and Restated Certegy Inc. Stock Incentive Plan, as it may be amended from time to time (the “Plan”) and, unless defined in this Agreement, all terms used in this Agreement have the same meanings given them in the Plan.
AMENDED AND RESTATED TEAM SOFTWARE LICENSE AGREEMENTSoftware License Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT (the “Agreement”) is dated as of February 1, 2006 (the “Effective Date”) and is made by and between ROCKY MOUNTAIN SUPPORT SERVICES, INC., an Arizona corporation, (“RMSS”) and FIDELITY NATIONAL TAX SERVICE, INC., a California corporation (“Licensee”).
AMENDED AND RESTATED SOFTPRO SOFTWARE LICENSE AGREEMENTSoftware License Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT (the “Agreement”) is dated as of February 1, 2006 (the “Effective Date”) and is made by and between FNIS SoftPro, a division of FIDELITY NATIONAL INFORMATION SOLUTIONS, INC., with its principal office at 333 East Six Forks Road, Raleigh, North Carolina, 27609 (“SoftPro”), and FIDELITY NATIONAL TITLE GROUP, INC., with its principal offices at 601 Riverside Avenue Jacksonville, FL 32204 (“Client” or “FNT”).
AMENDED AND RESTATED eLENDER SOLUTIONS SOFTWARE DEVELOPMENT AND PROPERTY ALLOCATION AGREEMENTSoftware Development and Property Allocation Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This AMENDED AND RESTATED SOFTWARE DEVELOPMENT AND PROPERTY ALLOCATION AGREEMENT (the “Agreement”) is made and entered into as of February 1, 2006 (the “Effective Date”), by and between ROCKY MOUNTAIN SUPPORT SERVICES, INC., an Arizona corporation (“RMSS”) and LSI TITLE COMPANY, a California corporation (“LSI”). This Agreement amends and restates the Amended and Restated eLender Solutions Software Development and Property Allocation Agreement between RMSS and LSI dated November 22, 2005, which amended and restated the initial SOFTWARE DEVELOPMENT AND PROPERTY ALLOCATION AGREEMENT between RMSS and LSI dated March 4, 2005 (the “Original Agreement”).
AMENDED AND RESTATED OTS AND OTS GOLD SOFTWARE LICENSE AGREEMENTOts and Ots Gold Software License Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT (the “Agreement”) is dated as of February 1, 2006 (the “Effective Date”) and is made by and between ROCKY MOUNTAIN SUPPORT SERVICES, INC., an Arizona corporation (“RMSS”), and FIDELITY NATIONAL TAX SERVICE, INC., a California corporation (“Licensee”).
AMENDED AND RESTATED INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENTIntellectual Property Cross License Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This AMENDED AND RESTATED INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of February 1, 2006 (the “Effective Date”), is entered into by and between Fidelity National Financial, Inc., a Delaware corporation (“FNF”), and Certegy Inc., a Georgia corporation that, after the effectiveness of the Merger hereinafter defined, will be known as “Fidelity National Information Services, Inc.” (“FIS”). FNF and FIS are each herein referred to as a “Party” and together, as the “Parties.”
AMENDED and RESTATED MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT between Fidelity Information Services, Inc. and Fidelity National Title Group, Inc. dated as of February 1, 2006Master Information Technology Services Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
THIS LEASE AGREEMENT (this “Lease”), effective as of February 1, 2006, is by and between Fidelity Information Services, Inc., an Arkansas corporation (“Landlord”), and Fidelity National Title Group, Inc., a Delaware corporation (“Tenant”), with reference to the following recitals.
AMENDED AND RESTATED STARTERS REPOSITORY ACCESS AGREEMENTStarters Repository Access Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This Amended and Restated Starters Repository Access Agreement (this “Agreement”), effective as of February 1, 2006 (the “Effective Date”), between Fidelity National Title Group, Inc., a Delaware corporation (“FNT”), for itself on behalf of its direct and indirect subsidiaries; and Fidelity National Information Services, Inc., a Delaware corporation that, after the effectiveness of the Merger hereinafter defined, will be merged with and into C Co Merger Sub, LLC (“Merger Co”), which will thereafter be known as “Fidelity National Information Services, LLC” (“FNI Co”), on behalf of those of its direct and indirect subsidiaries as are listed on Exhibit A hereto (including any amended Exhibit A) (each a “Customer” and collectively, the “Customers”). FNT and FNI Co shall hereinafter be referred to as a “Party” and collectively, as the “Parties.”
AMENDED AND RESTATED LICENSE AND SERVICES AGREEMENTLicense and Services Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This Amended and Restated License and Services Agreement (the “Agreement”) is effective as of February 1, 2006 (the “Effective Date”) by and between FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation (“FNT”), for itself on behalf of its direct and indirect subsidiaries; and FIDELITY NATIONAL INFORMATION SERVICES, INC., a Delaware corporation that, after the effectiveness of the Merger hereinafter defined, will be merged with and into C Co Merger Sub, LLC (“Merger Co”), which will thereafter be known as “Fidelity National Information Services, LLC” (“FNI Co”), on behalf of its direct and indirect subsidiaries. FNT and FNI Co shall hereinafter be referred to as a “Party” and collectively, as the “Parties.”
SUBSIDIARY GUARANTY SUPPLEMENTSubsidiary Guaranty Supplement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
Re: Credit Agreement dated as of March 9, 2005 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Fidelity National Information Solutions, Inc., a Delaware corporation, Fidelity National Tax Service, Inc., a California corporation, Fidelity National Information Services, Inc., a Delaware corporation, the Lenders party thereto and Bank of America, N.A., as L/C Issuer, Swing Line Lender, Collateral Agent and Administrative Agent
AMENDED AND RESTATED BACK PLANT REPOSITORY ACCESS AGREEMENTBack Plant Repository Access Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This Amended and Restated Back Plant Repository Access Agreement (this “Agreement”), effective as of February 1, 2006 (the “Effective Date”), between Fidelity National Title Group, Inc., a Delaware corporation (“FNT”), for itself on behalf of its direct and indirect subsidiaries; and Fidelity National Information Services, Inc., a Delaware corporation that, after the effectiveness of the Merger hereinafter defined, will be merged with and into C Co Merger Sub, LLC (“Merger Co”), which will thereafter be known as “Fidelity National Information Services, LLC” (“FNI Co”), for itself on behalf of those of its direct and indirect subsidiaries as are listed on Exhibit A hereto (each a “Customer” and collectively, the “Customers”). FNT and FNI Co shall hereinafter be referred to as a “Party” and collectively, as the “Parties.”
AMENDED AND RESTATED TITLEPOINT SOFTWARE DEVELOPMENT AND PROPERTY ALLOCATION AGREEMENTSoftware Development and Property Allocation Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This AMENDED AND RESTATED SOFTWARE DEVELOPMENT AND PROPERTY ALLOCATION AGREEMENT (the “Agreement”) is made and entered into as of February 1, 2006 (the “Effective Date”), by and between ROCKY MOUNTAIN SUPPORT SERVICES, INC., an Arizona corporation (“RMSS”) and PROPERTY INSIGHT, LLC, a California corporation (“PI”).
JOINDER AGREEMENTJoinder Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of February 1, 2006, is entered into between Fidelity National Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (the “Company”) and Bank of America, N.A. (the “Administrative Agent”) under that certain Credit Agreement, dated as of March 9, 2005 among Fidelity National Information Solutions, Inc. (“Solutions”), Fidelity National Tax Service, Inc. (“Tax”), C Co Merger Sub LLC (formerly known as Fidelity National Information Services, Inc.) (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer (in such capacity, the “Administrative Agent”) (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanin
AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec
This AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is made and entered as of February 1, 2006 by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), FIDELITY NATIONAL INFORMATION SERVICES, INC., a Delaware corporation (“FNIS”), and CERTEGY, INC., a Georgia corporation, to be renamed, in the event of the consummation of the Merger (hereinafter defined), “Fidelity National Information Services, Inc.” (“FIS”; and together with FNF and FNIS, the “Parties,” and individually, a “Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of as of February 1, 2006 by and among Fidelity National Information Services, Inc., a Georgia corporation formerly known as Certegy Inc. (the “Company”), and the Securityholders (as herein defined). Certain capitalized terms used herein are defined in Section 1.1.
AMENDMENT NO. 1 AND ADDENDUM TO CREDIT AGREEMENTCredit Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
AMENDMENT NO. 1 AND ADDENDUM TO CREDIT AGREEMENT (this “Amendment”) dated September 26, 2005 and effective as of the Amendment No. 1 Effective Date (as defined below), to the Credit Agreement dated as of March 9, 2005 (as in effect immediately prior to the effectiveness hereof, the “Credit Agreement”) among Fidelity National Information Solutions, Inc. (“Solutions”), Fidelity National Tax Service, Inc. (“Tax”), Fidelity National Information Services, Inc. (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED MASTER TITLE PLANT ACCESS AGREEMENTMaster Title Plant Access Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • California
This Agreement is being executed for the purpose of providing Customer access to certain records or data owned by Property Insight or its providers and to certain services or software offered by or through Property Insight (collectively, the “Services”), pertaining to real property in the County or Counties as (each, a “County”) set forth on the applicable County Schedule(s) or to transactions relating to such real property. The terms of each County Schedule, and all Appendixes thereto, are hereby incorporated into this Agreement by this reference. This Agreement amends and restates that certain Master Title Plant Access Agreement dated March 4, 2005 between the parties hereto.
ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENTAssignment, Assumption and Novation Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) dated as of February 1, 2006 by and between FIDELITY NATIONAL INFORMATION SERVICES, INC., a Delaware corporation that, after the effectiveness of the Merger hereinafter defined, will be merged with and into an entity that will be known as “Fidelity National Information Services, LLC” (“FNI Co”), and CERTEGY, INC., a Georgia corporation that, after the effectiveness of the Merger hereinafter defined, will be known as “Fidelity National Information Services, Inc.” (“FIS”).
TERM LOAN NOTETerm Loan Note • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec
FOR VALUE RECEIVED, the undersigned, Certegy Inc., a Georgia corporation (the “Borrower”), hereby promises to pay to the order of SunTrust Bank (the “Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 303 Peachtree Street, N.E., 25th Floor, Atlanta, Georgia 30308, on the Maturity Date (as defined in the Term Loan Agreement dated as of January 31, 2006 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement), among the Borrower, the lenders from time to time party thereto, and SunTrust, as administrative agent for the lenders, the lesser of the principal sum of TWO HUNDRED FIFTY MILLION AND 00/100 DOLLARS ($250,000,000) and the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower pursuant to the Credit Agreement in Dollars in immediately availab
AMENDED AND RESTATED CROSS CONVEYANCE AND JOINT OWNERSHIP AGREEMENTCross Conveyance and Joint Ownership Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • California
This Amended and Restated Joint Ownership Agreement (this “Agreement”), dated February 1, 2006 is entered into between LSI Title Company, a California corporation (“LSI”) and Rocky Mountain Support Services, Inc., an Arizona corporation (“RMSS”). Each of LSI and RMSS shall hereinafter be referred to as a “Party” and, collectively, as the “Parties.”
TERM LOAN AGREEMENTTerm Loan Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Georgia
THIS TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2006, by and among CERTEGY INC., a Georgia corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
AMENDED AND RESTATEDTitle Plant Master Services Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida
This AMENDED AND RESTATED TITLE PLANT MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of February 1, 2006 (the “Effective Date”), by and between ROCKY MOUNTAIN SUPPORT SERVICES, INC., an Arizona corporation (“RMSS”) and PROPERTY INSIGHT, LLC, a California corporation (“PI”).
FIRST AMENDMENT TO TAX MATTERS AGREEMENTTax Matters Agreement • February 6th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec
This FIRST AMENDMENT (the “Amendment”) to the TAX MATTERS AGREEMENT dated as of March 4, 2005 (the “Tax Agreement”), is entered into as of February 1, 2006 between Fidelity National Financial, Inc. (“FNF”), a Delaware corporation, and Fidelity National Information Services, Inc., a Delaware corporation that, after the effectiveness of the Merger hereinafter defined, will be merged with and into C Co Merger Sub, LLC (“Merger Co”), which will thereafter be known as “Fidelity National Information Services, LLC” (“FNI Co”); and it is approved by each of those persons executing this Amendment in addition to FNF and FNI Co.
