REGISTRATION RIGHTS AGREEMENT by and among Fidelity National Information Services, Inc., the Guarantors named herein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated HSBC Securities (USA) Inc. Dated as of December 19, 2011Registration Rights Agreement • December 19th, 2011 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2011, by and among Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers named in Schedule A (collectively, the “Initial Purchasers”), each of whom has agreed to purchase $150,000,000 aggregate principal amount of the Company’s 7.625% Senior Notes due 2017 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
SECOND AMENDMENT, RESTATEMENT AND JOINDER AGREEMENTCredit Agreement • December 19th, 2011 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”), dated as of January 18, 2007, amended and restated as of June 29, 2010 and further amended and restated as of December 19, 2011, among FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and, each, a “Borrower”) each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), 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.
COMMITMENT INCREASE AND JOINDER AGREEMENTCommitment Increase and Joinder Agreement • December 19th, 2011 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
THIS COMMITMENT INCREASE AND JOINDER AGREEMENT, dated as of December 19, 2011 (this “Commitment Increase Agreement”), by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (the “Company”), each lender listed on the signature pages hereto (each, an “Increasing/Joinder Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer and BANK OF AMERICA, N.A., as Swing Line Lender.
Extension AgreementExtension Agreement • December 19th, 2011 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
Conversion AgreementConversion Agreement • December 19th, 2011 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • December 19th, 2011 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of December 19, 2011, is made by and among Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), the subsidiaries of the Company listed on the signature page hereto (collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) under the Indenture, dated as of July 16, 2010 (the “Original Indenture”), among the Company, the guarantors named therein and the Trustee, as amended by (i) a First Supplemental Indenture, dated as of February 11, 2011 (the “First Supplemental Indenture”), by and among the Company, the guarantors named therein and the Trustee, (ii) a Second Supplemental Indenture, dated as of July 1, 2011 (the “Second Supplemental Indenture”), by and among the Company, the guarantors named therein and the Trustee and (iii) a Third Supplemental Indenture, dated as of November 21, 2011
