exv10w7






Exhibit 10.7




J.P.
MORGAN SECURITIES INC.

270 Park Avenue

New York, New York 10016




BANC OF AMERICA SECURITIES LLC

214 North Tryon Street

Charlotte, North Carolina 28255




WACHOVIA CAPITAL MARKETS, LLC

One Wachovia Center

301 South College Street

Charlotte, North Carolina 28288




June 18, 2008




Lender Processing Services, Inc.

$1,350,000,000 Senior Secured Credit Facilities

$375,000,000 Senior Notes




Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, FL 32204

Attention: Brent Bickett



Ladies and Gentlemen:




     J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities LLC
(“BAS”) and Wachovia Capital Markets, LLC (“WCM” and, collectively with JPMorgan,
BAS and WCM, “we”, “us” or the “Arrangers”) have been engaged by you to
arrange the senior secured credit facilities (the “Bank Facilities”) referred to above,
which will be comprised of (i) a term loan “A” facility of $700 million bearing interest initially
at LIBOR plus 250 basis points (the “Term A Facility”), (ii) a term loan “B” facility of
$510 million bearing interest at LIBOR plus 250 basis points (the “Term B Facility”) and
(iii) a revolving credit facility of $140 million bearing interest initially at LIBOR plus 250
basis points (the “Revolving Credit Facility”).



     In addition, we note that Lender Processing Services, Inc. has executed a purchase agreement
with the initial purchasers named therein (which include each of the undersigned) under which the
initial purchasers have, subject to the terms and conditions stated therein, severally agreed to
purchase an aggregate of $375 million of 8.125% Senior Notes due 2016 of Lender Processing
Services, Inc.



     We are pleased to confirm that, as of 5:00 p.m. (New York City time) on the date hereof, we
have received commitments (in a form or manner consistent with that customarily provided in
syndicated bank facilities of this type, and subject to satisfactory documentation and the
conditions to borrowing therein) from others, including certain affiliates of the undersigned, for
the full $700 million amount of the Term A Facility, the full $510 million amount of the Term B
Facility and the full $140 million amount of the Revolving Credit Facility, in each case on the
terms set forth above and in the term sheet attached as Exhibit A.



     The indemnification and confidentiality provisions set forth in the engagement letter dated
December 31, 2007, as amended, with respect to the aforementioned Bank Facilities shall apply to
this letter, except that we hereby consent to the submission of this letter to the Securities and
Exchange Commission in connection with its review of the Form 10 relating to the proposed spin-off
of Lender Processing Services, Inc.



 









 





     This Letter is intended to be solely for the benefit of the parties hereto and is not intended
to confer any benefits upon, or create any rights in favor of, any person other than the parties
hereto.



     We are pleased to have been given the opportunity to assist you in connection with this
important financing.



	 	 	 	 	 
	 	Sincerely,





J.P. MORGAN SECURITIES INC.

 	 
	 	By:  	/s/ Stathis Karanikolaidis
 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANC OF AMERICA SECURITIES LLC

 	 
	 	By:  	/s/ John Rote
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 
	 
	 	WACHOVIA CAPITAL MARKETS, LLC

 	 
	 	By:  	/s/ Rit Amin
 	 
	 	 	Title: Director 	 
	 	 	 	 
	 


Acknowledged and agreed to as of

the date first written above:



FIDELITY NATIONAL INFORMATION SERVICES, INC.





			
	By:	 	/s/ Brent Bickett                    

Title: Executive Vice President






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EXHIBIT A




LENDER PROCESSING SERVICES, INC.

$1,350,000,000 Senior Secured Credit Facilities

Summary of Principal Terms and Conditions




	 	 	 	 	 	 	 
	I.

	 	Parties	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Borrower:	 	Lender Processing Services, Inc. (the “Borrower”), and prior to the
Spinoff (as defined below), a wholly-owned subsidiary of Fidelity National
Information Services, Inc. (the “Parent”).
	 
	 	 	 	 	 	 
	 	 	Transactions:	 	The Parent will contribute (the “Contribution”) to the Borrower
substantially all of the assets, liabilities and operations of the Acquired Business
(as defined below) in exchange for equity interests in the Borrower and certain
indebtedness of the Borrower (consisting of (a) $700,000,000 aggregate principal
amount of Term A Loans (as defined below); (b) $510,000,000 aggregate principal
amount of Term B Loans (as defined below); and (c) $375,000,000 aggregate principal
amount of senior unsecured notes due 2016 issued in a public offering or a Rule 144A
offering (the “Senior Notes”). The Term A Loans, the Term B Loans and the
Senior Notes are referred to collectively herein as the “Exchange Debt”).
Following the Contribution, the Parent will distribute all of the issued and
outstanding shares of the Borrower’s common stock on a pro rata basis to holders of
the Parent’s common stock (the “Spinoff”). In connection with the Spinoff,
the Parent will exchange 100% of the Exchange Debt for all of the outstanding
principal of the “Tranche B Term Loans” issued under the Parent’s existing credit
facility (the “Existing Tranche B Loans”) (all of which will be owned at that
time by JPMCB, Bank of America and Wachovia Bank (each, as defined below) or their
respective affiliates) through a debt-for-debt exchange that is intended to be
tax-free to the Parent (the “Exchange”), following which (A) the Existing
Tranche B Loans acquired by the Parent in the Exchange will be retired, (B) the
Exchange Debt acquired by JPMCB, Bank of America and Wachovia Bank (or their
respective affiliates) in the Exchange will be distributed (i) with respect to






3









 






	 	 	 	 	 	 	 
	 	 	 	 	the Term A Loans and the Term B Loans, to the Lenders
(as defined below) in the syndication thereof and (ii)
with respect to the Senior Notes, to qualified
purchasers in a private or public offering thereof and
(C) the applicable Lenders will provide the Revolving
Credit Facility (as defined below) to the Borrower.
	 
	 	 	 	 	 	 
	 	 	 	 	The Contribution, the Spinoff, the Exchange and the
financing transactions contemplated above are referred
to as the “Transactions”.
	 
	 	 	 	 	 	 
	 	 	 	 	“Acquired Business” means the Lender
Processing Services segment of the Parent, which
provides mortgage-related processing services, and is
transferred to the Borrower in connection with the
Contribution.
	 
	 	 	 	 	 	 
	 	 	Guarantors:	 	The Senior Credit Facilities (as defined below) will be guaranteed (each, a
“Guarantee”; and the providers of Guarantees collectively, the
“Guarantors” and, together with the Borrower, the “Loan Parties”) by
a sufficient number of the Borrower’s domestic subsidiaries to constitute at least
95% of the consolidated EBITDA and at least 95% of the consolidated total assets of
the Available Domestic Entities (as defined below). The “Available Domestic
Entities” shall mean all of the direct and indirect domestic Subsidiaries of the
Borrower other than the following: (i) any regulated insurance subsidiary, (ii) any
direct or indirect domestic subsidiary of any foreign subsidiary of the Borrower,
(iii) any Unrestricted Subsidiary (defined below) and (iv) such other entities as may
be set forth in the definitive loan documentation.
	 
	 	 	 	 	 	 
	 	 	 	 	“Unrestricted Subsidiary” means any subsidiary
of the Borrower designated by the Borrower as an
Unrestricted Subsidiary in accordance with limitations
to be agreed; provided that immediately after giving
effect to such designation, the Loan Parties shall be
in compliance, on a pro forma basis, with all
covenants, including the financial covenants.
	 
	 	 	 	 	 	 
	 	 	 	 	“Restricted Subsidiary” means any subsidiary
of the Borrower other than any Unrestricted
Subsidiary.






4









 






	 	 	 	 	 	 	 
	 	 	Joint Lead Arrangers and Joint Bookrunners:	 	J.P. Morgan Securities
Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC (collectively, in such
capacity, the “Lead Arrangers”).
	 
	 	 	 	 	 	 
	 	 	Administrative and Collateral Agent:	 	JPMorgan Chase Bank,
N.A. (“JPMCB”) (in such capacity, the “Administrative Agent”).
	 
	 	 	 	 	 	 
	 	 	Syndication Agents:	 	Bank of America, N.A. (“Bank of America”) and Wachovia Bank,
National Association (“Wachovia Bank” and, together with Bank of America in
such capacity, the “Syndication Agents”).
	 
	 	 	 	 	 	 
	 	 	Lenders:	 	A syndicate of banks, financial institutions and other entities, including JPMCB,
Bank of America and Wachovia, arranged by the Lead Arrangers and reasonably
acceptable to the Borrower (collectively, the “Lenders”).
	 
	 	 	 	 	 	 
	II.

	 	Senior Credit Facilities	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Type and Amount of Facilities:	 	An aggregate principal
amount of up to $1,350,000,000 will be available through the following facilities (collectively, the “Senior Credit

Facilities”):
	 
	 	 	 	 	 	 
	 	 	 	 	Term A Facility: a $700,000,000 5-year term
loan facility.
	 
	 	 	 	 	 	 
	 	 	 	 	Term B Facility: a $510,000,000 6-year term
loan facility (together with the Term A Facility, the
“Term Facilities”).
	 
	 	 	 	 	 	 
	 	 	 	 	Revolving Credit Facility: a $140,000,000
revolving credit facility which will include a
$25,000,000 sub-facility for the issuance of letters
of credit (each a “Letter of Credit”) and a
$20,000,000 sub-facility for swingline loans (each, a
“Swingline Loan”). Letters of Credit will be
initially issued by JPMCB (in such capacity, the
“Issuing Bank”), and each of the Lenders under
the Revolving Credit Facility will purchase an
irrevocable and unconditional participation in each
Letter of Credit and each Swingline Loan. An amount
to be determined of the Revolving Credit Facility may
be drawn on the Closing Date.






5









 






	 	 	 	 	 	 	 
	 	 	Maturity:	 	The Term A Facility will mature and be payable in full on the 5th
anniversary of the date on which the note under the Term A Facility is issued to the
initial holder of such note (the “Closing Date”).
	 
	 	 	 	 	 	 
	 	 	 	 	The Term B Facility will mature and be payable in full
on the 6th anniversary of the Closing Date.
	 
	 	 	 	 	 	 
	 	 	 	 	The Revolving Credit Facility shall terminate and all
amounts outstanding thereunder shall be due and
payable in full on the 5th anniversary of
the Closing Date.
	 
	 	 	 	 	 	 
	 	 	Purpose:	 	The loans under the Term A Facility (the “Term A Loans”) and the loans
under the Term B Facility (the “Term B Loans”) (collectively, the “Term
Loans”) shall be used, together with the Senior Notes, to effectuate the Exchange
for the Existing Tranche B Loans.
	 
	 	 	 	 	 	 
	 	 	 	 	The proceeds of the Revolving Credit Facility shall be
used (i) to pay fees and expenses incurred in
connection with the Transactions and (ii) to provide
ongoing working capital and for other general
corporate purposes of the Borrower and its
subsidiaries.
	 
	 	 	 	 	 	 
	III.	 	Security	 	Each Loan Party shall grant the Administrative Agent and the Lenders valid
and perfected first priority (subject to certain exceptions to be set forth in the loan
documentation) liens and security interests in all of the following (collectively, the
“Collateral”):
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) all present and future shares of capital
stock of (or other ownership or profit
interests in) each of the present and future
subsidiaries of such Loan Party (limited in
the case of foreign subsidiaries, to 65% of
the voting stock of each first-tier foreign
subsidiary);
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) substantially all of the present and
future property and assets, real and
personal, of such Loan Party, including, but
not limited to, machinery and equipment,
inventory and other goods, accounts
receivable (including intercompany debt),
material fee-owned






6









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	real estate (other than the corporate campus
in Jacksonville, Florida), fixtures, general
intangibles, license rights, patents,
trademarks, trade names, copyrights, chattel
paper, insurance proceeds, contract rights,
documents and instruments; and
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c) all proceeds and products of the property
and assets described in clauses (a) and (b)
above.
	 
	 	 	 	 	 	 
	 	 	 	 	The Collateral shall ratably secure the relevant Loan
Party’s obligations in respect of (i) the Senior
Credit Facilities and (ii) any swap agreements or cash
management arrangements entered into with a Lender or
any affiliate of any Lender. Notwithstanding the
foregoing, the Collateral shall exclude those assets
as to which the Administrative Agent shall reasonably
determine that the costs of obtaining a security
interest are unreasonably excessive in relation to the
benefit to the Lenders of the security afforded
thereby.
	 
	 	 	 	 	 	 
	IV.

	 	Certain Payment Provisions	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Fees and Interest Rates:	 	As set forth on
Annex I.
	 
	 	 	 	 	 	 
	 	 	Amortization:	 	Term A Facility: The Term A Facility will be subject to quarterly
amortization of principal (in equal installments), with 5.00% of the initial
aggregate advances to be payable on each quarterly date prior to the maturity date of
such Term A Facility (commencing with December 2008), and the remaining initial
aggregate advances to be payable at the maturity of the Term A Facility.
	 
	 	 	 	 	 	 
	 	 	 	 	Term B Facility: The Term B Facility will be
subject to quarterly amortization of principal (in
equal installments), with 0.25% of the initial
aggregate advances to be payable on each quarterly
date prior to the maturity date of such Term B
Facility (commencing with September 2008), and the
remaining initial aggregate advances to be payable at
the maturity of the Term B Facility.






7









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	The amortization of the advances of the Term
Facilities described above is collectively referred to
as the “Scheduled Amortization”.
	 
	 	 	 	 	 	 
	 	 	Mandatory Prepayments:	 	In addition to scheduled amortization payments described above, the
following amounts (each a “Mandatory Prepayment Amount”) will be applied to
repay the Term Loans:
	 
	 	 	 	 	 	 
	 	 	 	 	1. 100% of the net proceeds from the issuance of
certain indebtedness of the Borrower and the
Restricted Subsidiaries;
	 
	 	 	 	 	 	 
	 	 	 	 	2. 100% of the net proceeds from asset sales by, and
of the proceeds of casualty insurance, condemnation
awards and similar recoveries received by, the
Borrower and the Restricted Subsidiaries, in each case
subject to exceptions and reinvestment provisions to
be agreed; and
	 
	 	 	 	 	 	 
	 	 	 	 	3. 50% (with step-down(s) to be agreed) of excess cash
flow (to be defined) in excess of an amount to be
agreed for each fiscal year of the Borrower
(commencing with the first full fiscal year ended
after the Closing Date), subject to a
dollar-for-dollar reduction for any voluntary
prepayments of loans under the Senior Credit
Facilities made in cash during such fiscal year
(provided that, in the case of the Revolving Credit
Facility, any such prepayment is accompanied by a
corresponding permanent reduction of the commitments
thereunder).
	 
	 	 	 	 	 	 
	 	 	 	 	The above mandatory prepayments will be applied
ratably to the Scheduled Amortization of the Term
Loans on a pro rata basis in direct order of maturity.
	 
	 	 	 	 	 	 
	 	 	Optional Prepayments and Commitment Reductions:	 	Subject to the
immediately succeeding paragraph, the Senior Credit Facilities may be prepaid by the Borrower without
premium or penalty (other than with respect to
breakage cost of any LIBOR loan) in customary minimum
amounts to be agreed upon, and such optional
prepayments of Senior Credit Facilities will be
applied as directed by the Borrower. The unutilized
portion of any commitment under the Revolving Credit
Facility may be reduced or
terminated by the Borrower at any time without
penalty.






8









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Notwithstanding anything herein to the contrary, all
optional prepayments of the Term B Loans effected on
or prior to the first anniversary of the Closing Date
with the proceeds of certain new term loans having an
interest rate spread that is less than the Term B
Loans shall be accompanied by a prepayment fee equal
to 1% of the aggregate principal amount of such
prepayments.
	 
	 	 	 	 	 	 
	V.

	 	Conditions	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Initial Conditions:	 	The initial availability of the Senior Credit Facilities shall be
conditioned upon satisfaction or waiver of the conditions precedent set forth in
Annex II hereto.
	 
	 	 	 	 	 	 
	 	 	On-Going Conditions:	 	The making of each extension of credit shall be conditioned upon (a)
the accuracy in all material respects of all representations and warranties in the
Credit Documentation (as defined in Annex II) and (b) there being no default or event
of default in existence at the time of, or after giving effect to the making of, such
extension of credit.
	 
	 	 	 	 	 	 
	VI.	 	Certain Documentation Matters	 	The Credit
Documentation shall contain representations, warranties, covenants and events of default customary for financings of
this type and other terms deemed appropriate by the Lenders, including, without
limitation:
	 
	 	 	 	 	 	 
	 	 	Representations and Warranties:	 	(i) Corporate
status; (ii) corporate power and authority, enforceability; (iii) no violation of law, material contracts or
organizational documents; (iv) no material litigation; (v) accuracy and completeness
of specified financial statements and other information and no material adverse
change; (vi) no required governmental, regulatory or third party approvals or
consents; (vii) use of proceeds/compliance with margin regulations; (viii) valid
title to property and assets, free and clear of liens, charges and other
encumbrances; (ix) status under Investment Company Act; (x) ERISA matters; (xi)






9









 






	 	 	 	 	 	 	 
	 	 	 	 	environmental matters; (xii) perfected liens, security
interests and charges; (xiii) solvency at closing;
(xiv) tax status and payment of taxes; and (xv)
enforceability of Transaction Documents (as defined in
Annex II).
	 
	 	 	 	 	 	 
	 	 	Affirmative Covenants:	 	(i) Compliance with laws and regulations (including, without
limitation, ERISA and environmental laws); (ii) payment of taxes and other similar
obligations; (iii) maintenance of insurance; (iv) preservation of corporate
existence, rights (charter and statutory), franchises, permits, licenses and
approvals; (v) visitation and inspection rights; (vi) keeping of proper books to
allow financial statements to be prepared in accordance with generally accepted
accounting principles; (vii) maintenance of properties; (viii) use of proceeds; (ix)
designation of subsidiaries; (x) further assurances as to perfection and priority of
security interests, additional guarantees and additional collateral; and (xi)
customary financial and other reporting requirements (including, without limitation,
audited annual financial statements within 90 days of year-end and quarterly
unaudited financial statements within 45 days of quarter-end, notices of defaults,
compliance certificates, annual forecasts, notices of material litigation and
proceedings, material environmental actions and liabilities and material ERISA events
and liabilities, reports to shareholders, and other business and financial
information as any Lender shall reasonably request through the Administrative Agent).
	 
	 	 	 	 	 	 
	 	 	Financial Covenants:	 	(With definitions and levels to be agreed upon, and with compliance
tested beginning with the fiscal quarter of the Borrower ended September 30, 2008):
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	Minimum Interest Coverage; and
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	Maximum Total Leverage.
	 
	 	 	 	 	 	 
	 	 	 	 	All of the financial covenants will be calculated on a
consolidated basis and for each consecutive four
fiscal quarter period, except that during the first
year following the Closing Date the measurement of net
cash interest expense shall
be made for the period of time since the Closing Date
and annualized.






10









 






	 	 	 	 	 	 	 
	 	 	Negative Covenants:	 	Restrictions on (i) liens; (ii) debt (including guarantee
obligations); (iii) mergers and consolidations; (iv) sales, transfers and other
dispositions of property and assets; (v) loans, acquisitions, joint ventures and
other investments; (vi) in the case of the Borrower, dividends and other
distributions to, and redemptions and repurchases from, equity holders; (vii)
prepaying, redeeming or repurchasing certain debt; (viii) negative pledge clauses and
clauses restricting subsidiary distributions or intercompany asset transfers; (ix)
material changes in the nature of business; and (x) transactions with affiliates.
	 
	 	 	 	 	 	 
	 	 	Events of Default:	 	(i) Nonpayment of principal when due and nonpayment of interest, fees
or other amounts after a grace period to be agreed upon, (ii) any representation or
warranty proving to have been materially incorrect when made or confirmed; (iii)
failure to perform or observe covenants (subject, in the case of certain affirmative
covenants, to a grace period to be agreed upon); (iv) cross-defaults to other
indebtedness in an amount to be agreed; (v) bankruptcy and insolvency events (with
grace period for involuntary proceedings); (vi) judgment defaults in an amount to be
agreed; (vii) impairment of loan documentation or of security, or the assertion of
such impairment, in writing, by any Loan Party; (viii) change of control (to be
defined); and (ix) customary ERISA defaults.
	 
	 	 	 	 	 	 
	 	 	Voting:	 	Amendments and waivers with respect to the Credit Documentation shall require the
approval of Lenders holding more than 50% of the aggregate amount of outstanding
loans and letters of credit and unused commitments under the Senior Credit Facilities
(the “Required Lenders”), except that (a) the consent of each Lender affected
thereby shall be required with respect to (i) increases in commitment amounts, (ii)
reductions in the amount or extensions of the scheduled date of amortization or final
maturity and (iii) reductions in the rate of interest or any fee or extensions of any
due date thereof and (b) the consent of 100% of the Lenders shall be






11









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	required with respect to (i) modifications to any of
the voting percentages and (ii) release of all or
substantially all of the Collateral or value of the
Guarantees.
	 
	 	 	 	 	 	 
	 	 	 	 	Notwithstanding the foregoing, if any amendment or
waiver that requires the unanimous consent of the
Lenders is agreed to by the Required Lenders, the
Borrower shall have the right to substitute any
non-consenting Lender by having its loans and
commitments assigned, at par, to one or more other
institutions, subject to the assignment provisions.
Notwithstanding the foregoing sentence, in connection
with any amendment effected on or prior to the first
anniversary of the Closing Date that reduces or could
have the effect of reducing the interest rate spread
on the Term B Loans, the Borrower shall pay a fee to
each Term B Lender (whether or not such Lender
consents to such amendment) equal to 1% of such
Lender’s Term B Loans outstanding on the effective
date of such amendment.
	 
	 	 	 	 	 	 
	 

	 	Assignments and	 	 	 	 
	 	 	Participations:	 	The Lenders shall be permitted to assign all or a portion of their loans
and commitments with the consent, not to be unreasonably withheld, of (a) the
Borrower, unless (i) the assignee is a Lender, an affiliate of a Lender or an
approved fund or (ii) a payment or bankruptcy Event of Default has occurred and is
continuing, (b) in the case of the Term Facilities, the Administrative Agent, unless
the assignee is a Lender, an affiliate of a Lender or an approved fund and (c) the
case of the Revolving Credit Facility, the Administrative Agent, the Issuing Bank and
the Swing Line Lender. In the case of partial assignments (other than to another
Lender, to an affiliate of a Lender or an approved fund), the minimum assignment
amount shall be $1 million (in the case of the Term Facilities) and $5 million (in
the case of the Revolving Credit Facility), unless otherwise agreed by the Borrower
and the Administrative Agent.
	 
	 	 	 	 	 	 
	 	 	 	 	The Lenders shall also be permitted to sell
participations in their Loans and commitments.
Participants shall have customary voting rights with
respect to matters requiring unanimous consent of the
Lenders, and the same benefits as
the Lenders with respect to yield protection and
increased cost provisions.






12









 






	 	 	 	 	 	 	 
	 	 	Yield Protection:	 	The Credit Documentation shall contain customary provisions
(a) protecting the Lenders against increased costs or loss of yield resulting from
changes in reserve, tax, capital adequacy and other requirements of law and from the
imposition of or changes in withholding or other taxes and (b) indemnifying the
Lenders for “breakage costs” incurred in connection with, among other things, any
prepayment of a Eurodollar Loan (as defined in Annex I) on a day other than the last
day of an interest period with respect thereto.
	 
	 	 	 	 	 	 
	 

	 	Expenses and	 	 	 	 
	 	 	Indemnifications:	 	If the Closing Date occurs, the Borrowers will pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent and each Lead Arranger
associated with the syndication of the Senior Credit Facilities and the preparation,
administration and enforcement of all loan documentation, including, without
limitation, the reasonable legal fees and expenses of Davis Polk & Wardwell, counsel
to the Lead Arrangers and Administrative Agent. The Borrowers will also pay the
reasonable out-of-pocket expenses of each Lender in connection with the enforcement
of any of the loan documentation related to the Senior Credit Facilities (including,
without limitation, reasonable fees and expenses of one outside counsel to the
Administrative Agent and the Lenders).
	 
	 	 	 	 	 	 
	 

	 	Governing Law and	 	 	 	 
	 	 	Non-Exclusive Forum:	 	State of New York.
	 
	 	 	 	 	 	 
	 

	 	Counsel to the	 	 	 	 
	 

	 	Administrative Agent	 	 	 	 
	 	 	and the Lead Arrangers:	 	Davis Polk & Wardwell.






13









 





Annex I




Interest




	 	 	 	 	 
	Interest Rate Options:	 	The Borrower may elect that the Loans (other than

Swingline Loans) comprising each borrowing bear

interest at a rate per annum equal to:
	 
	 	 	 	 
	 

	 	 	 	the ABR plus the Applicable Margin; or
	 
	 	 	 	 
	 

	 	 	 	the Adjusted LIBO Rate plus the Applicable Margin.
	 
	 	 	 	 
	 	 	As used herein:
	 
	 	 	 	 
	 	 	“ABR” means the higher of (i) the rate of interest
publicly announced by JPMCB as its prime rate in
effect at its principal office in New York City
(the “Prime Rate”) and (ii) the federal funds
effective rate from time to time plus 0.5%.
	 
	 	 	 	 
	 	 	“Adjusted LIBO
Rate” means the LIBO Rate, as
adjusted for statutory reserve requirements for
eurocurrency liabilities.
	 
	 	 	 	 
	 	 	“Applicable
Margin” means:
	 
	 	 	 	 
	 	 	(a) with respect to the Term B Facility, (i) 2.50% per annum in
the case of Eurodollar Loans (as defined below) and (ii) 1.50%
per annum in the case of ABR Loans (as defined below); and
	 
	 	 	 	 
	 	 	(b) with respect to (i) the Term A Facility and (ii) the
Revolving Credit Facility, (A) until the 6-month anniversary of
the Closing Date, (1) 2.50% per annum in the case of Eurodollar
Loans and (2) 1.50% per annum in the case of ABR Loans and (B)
thereafter, a percentage per annum to be determined in
accordance with a leverage ratio-based pricing grid to be
agreed.
	 
	 	 	 	 
	 	 	“LIBO Rate” means the rate at which eurodollar deposits
in the London interbank market for the applicable interest
period are quoted on the applicable Reuters screen.






14









 






	 	 	 	 	 
	 
	 	 	 	 
	Interest Payment Dates:	 	In the case of Loans bearing interest based upon
the ABR (“ABR Loans”), quarterly in arrears.
	 
	 	 	 	 
	 	 	In the case of Loans bearing interest based upon
the Adjusted LIBO Rate (“Eurodollar Loans”), on
the last day of each relevant interest period and,
in the case of any interest period longer than
three months, on each successive date three months
after the first day of such interest period.
	 
	 	 	 	 
	Default Rate:	 	Any overdue amounts (regarding which all
applicable grace periods have expired) under the
Senior Credit Facilities shall, at the election of
the Required Lenders or the Administrative Agent,
bear interest at the rate that is 2% above the
rate otherwise applicable thereto (in the case of
overdue principal) and 2% above the rate
applicable to ABR Loans (in the case of all other
overdue amounts) (the “Default Rate”). In
addition, after the occurrence of any bankruptcy
Event of Default, all overdue amounts (regarding
which all applicable grace periods have expired)
under the Senior Credit Facilities shall
automatically bear interest at the Default Rate.
	 
	 	 	 	 
	Rate and Fee Basis:	 	All per annum rates shall be calculated on the
basis of a year of 360 days (or 365/366 days, in
the case of ABR Loans the interest rate payable on
which is then based on the Prime Rate) for actual
days elapsed.
	 
	 	 	 	 
	Commitment Fee:	 	Commencing on the Closing Date, a commitment fee
equal to 0.50% per annum (calculated on a 360-day
basis) shall be payable on the unused portions of
the Revolving Credit Facility, such fee to be
payable quarterly in arrears and on the date of
termination or expiration of the commitments. The
commitment fee rate will be subject to step-downs
to be determined in accordance with a leverage
ratio-based pricing grid to be agreed, commencing
with the 6-month anniversary of the Closing Date.
	 
	 	 	 	 
	Letter of Credit Fees:	 	Letter of Credit fees equal to the Applicable
Margin from time to time on Revolving Credit
Eurodollar Loans on a per annum basis will be
payable quarterly in arrears and shared
proportionately by the Lenders under the Revolving
Credit Facility. In addition, a fronting fee to
be agreed will be payable to the Issuing Bank for
its own account. Both the Letter of Credit fees
and the fronting fees will be calculated on the
amount available to be drawn under each
outstanding Letter of Credit.






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Annex II




Summary of Initial Conditions Precedent



The availability of the Senior Credit Facilities will be subject to the satisfaction or waiver of
the following conditions precedent:





	(a)	 	The Loan Parties shall have executed and delivered definitive financing documentation with
respect to the Senior Credit Facilities consistent with the provisions with this Term Sheet
reasonably satisfactory to the Lenders and the Borrower (the “Credit Documentation”).
	 
	(b)	 	The final terms and conditions of each aspect of the Transactions, including without
limitation, all tax aspects thereof, shall be consistent in all material respects with the
terms set forth in the contribution and distribution agreement between the Borrower and the
Parent (the “Distribution Agreement”) and the information set forth in the Form 10. The Lead
Arrangers shall be reasonably satisfied with the terms and conditions of (A) the Distribution
Agreement and any other contribution and separation agreements and other documents relating to
the Contribution, the Exchange and the Spinoff (including as to the allocation of
liabilities), (B) the documentation relating to the establishment of the Borrower, (C) the
indenture for the Senior Notes and all other documents evidencing or governing the Senior
Notes or guarantees thereof, and (D) all other agreements, instruments and documents relating
to the Transactions (the agreements, instruments and documents referred to clauses (A) through
(D), collectively, the “Transaction Documents”). The Transaction Documents shall not have
been altered, amended or otherwise changed or supplemented or any condition therein waived, in
each case in a manner that is materially adverse to the interests of the Lenders, without the
prior written consent of the Lead Arrangers. The Contribution shall have been consummated,
and the Lead Arrangers shall be reasonably satisfied that the Spinoff and the Exchange will be
consummated substantially contemporaneously with each other, in each case substantially in
accordance with the terms of the applicable Transaction Documents and applicable law and
regulatory approvals. The Senior Notes shall have been (or substantially contemporaneously
with the closing of the Transactions shall be) issued by the Borrower in an aggregate
principal amount that together with the aggregate principal amount of the Term Facilities
shall equal $1,585,000,000.
	 
	(c)	 	There shall not have occurred between December 31, 2007 and the Closing Date any event,
occurrence, change, state of circumstances or condition which, individually or in the
aggregate has had or could reasonably be expected to (i) have a material adverse effect on the
business, assets, liabilities, results of operations or financial position of (A) the Borrower
and its subsidiaries taken as a whole or (B) the Acquired Business or (ii) materially and
adversely affect (x) the ability of the Borrower to perform its obligations under the
applicable loan documentation or (y) the rights and remedies of the applicable lenders under
such loan documentation.




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	(d)	 	Completion of all necessary searches, filings and recordations in connection with the liens
and security interests in the Collateral; and receipt of evidence reasonably satisfactory to
the Administrative Agent regarding maintenance of acceptable insurance (including the naming
of the Administrative Agent as loss payee, if requested by it).
	 
	(e)	 	The Lenders shall have received customary legal opinions, a solvency certificate from the
chief financial officer of the Borrower (after giving effect to the Transactions and the
incurrence of indebtedness relating thereto) and customary certificates, resolutions and other
closing documents, all reasonably satisfactory to the Lead Arrangers.
	 
	(f)	 	The Lenders shall have received (i) audited consolidated financial statements of the Borrower
for the fiscal year ended December 31, 2007 and (ii) unaudited interim consolidated financial
statements of the Borrower for each subsequent fiscal quarter ending at least 45 days prior to
the Closing Date. The Lenders shall have received pro forma consolidated financial statements
as to the Borrower and its subsidiaries, and forecasts of balance sheets, income statements
and cash flow statements on a quarterly basis for the first year following the Closing Date
and on an annual basis for each year thereafter during the term of the Senior Credit
Facilities.
	 
	(g)	 	All accrued fees and expenses of the Administrative Agent and the Lead Arrangers (including
the fees and expenses of counsel for the Administrative Agent and the Lead Arranger) and all
accrued fees of the Lenders shall have been paid.
	 
	(h)	 	(i) The accuracy in all material respects of all representations and warranties in the Credit
Documentation and (ii) there being no default or event of default in existence at the time of,
or after giving effect to, the making of the Term Loans or any extension of credit under the
Revolving Credit Facility on the Closing Date.






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