EX-10.1






Exhibit 10.1


 


CONTRIBUTION AND DISTRIBUTION AGREEMENT




between




FIDELITY NATIONAL INFORMATION SERVICES, INC.




and




LENDER PROCESSING SERVICES, INC.




dated as of June 13, 2008



 

 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	ii
	 
	SECTION 1.1. Definitions
	 	ii
	 
	SECTION 1.2. Interpretation
	 	vii
	 
	ARTICLE II THE ASSET CONTRIBUTION, THE DISTRIBUTION AND THE DEBT EXCHANGE
	 	viii
	 
	SECTION 2.1. Asset Contribution, Assumption of Liabilities and Delivery of Shares and Notes
	 	viii
	 
	SECTION 2.2. Asset Contribution Deliverables; Distribution Date Deliverables
	 	viii
	 
	SECTION 2.3. Spin-off
	 	 	x
	 
	SECTION 2.4. Debt Exchange
	 	 	x
	 
	ARTICLE III NO REPRESENTATIONS AND WARRANTIES
	 	xi
	 
	SECTION 3.1. No Representations and Warranties
	 	xi
	 
	SECTION 3.2. No Warranty Regarding Transition License
	 	xi
	 
	ARTICLE IV ACCESS TO INFORMATION AND RECORDS
	 	xii
	 
	SECTION 4.1. Access to Information
	 	xii
	 
	SECTION 4.2. Restrictions on Disclosure of Information
	 	xiv
	 
	SECTION 4.3. Record Retention
	 	xv
	 
	SECTION 4.4. Production of Witnesses
	 	xvi
	 
	SECTION 4.5. Other Agreements Regarding Access to Information
	 	xvi
	 
	ARTICLE V ADDITIONAL AGREEMENTS
	 	xvi
	 
	SECTION 5.1. Performance
	 	xvi






 









 






	 	 	 	 	 
	 	 	Page
	SECTION 5.2. Insurance Matters
	 	xvi
	 
	SECTION 5.3. Reasonable Best Efforts
	 	xviii
	 
	SECTION 5.4. Public Announcements
	 	xviii
	 
	SECTION 5.5. Related Party Agreements
	 	xix
	 
	SECTION 5.6. Intercompany Obligations
	 	xix
	 
	SECTION 5.7. Tax Matters
	 	xix
	 
	ARTICLE VI TRANSITION LICENSE OF CERTAIN INTELLECTUAL PROPERTY
	 	xix
	 
	SECTION 6.1. Grant of Transition License for Use of Certain FIS Marks
	 	xix
	 
	(a) Grant of License
	 	xix
	(b) License Restrictions and Limitations
	 	xix
	(c) Quality Control
	 	xx
	(d) Sublicense Limitations
	 	xx
	(e) Inconsistency with Related Party Agreements
	 	xxi
	 
	SECTION 6.2. Alterations and Variations
	 	xxi
	 
	SECTION 6.3. Ownership
	 	xxi
	 
	SECTION 6.4. Enforcement; Infringement
	 	xxi
	 
	SECTION 6.5. Termination Prior to the Transition License Expiration Date
	 	xxi
	 
	(a) Termination as a result of Disaffiliation
	 	xxi
	(b) Termination for Insolvency
	 	xxii
	(c) Transition Upon Termination
	 	xxii
	(d) Abandonment
	 	xxiii
	(e) Transition License Survival
	 	xxiii
	 
	SECTION 6.6. Unauthorized Use
	 	xxiii
	 
	ARTICLE VII INDEMNIFICATION
	 	xxiii
	 
	SECTION 7.1. Indemnification by LPS
	 	xxiii
	 
	SECTION 7.2. Indemnification by FIS
	 	xxiv
	 
	SECTION 7.3. Claim Procedure
	 	xxv
	 
	(a) Claim Notice
	 	xxv
	(b) Response to Notice of Claim
	 	xxv






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	 	 	Page
	(c) Contested Claims
	 	xxv
	(d) Third Party Claims
	 	xxv
	 
	SECTION 7.4. Contribution
	 	xxvi
	 
	SECTION 7.5. Limitations
	 	xxvii
	 
	(a) Insurance Proceeds; Third Party Coverage
	 	xxvii
	(b) Other Agreements
	 	xxvii
	(c) Certain Damages Not Indemnified
	 	xxviii
	(d) Successors and Assigns
	 	xxviii
	(e) Payments Made on After-Tax Basis
	 	xxviii
	 
	ARTICLE VIII GENERAL PROVISIONS
	 	xxviii
	 
	SECTION 8.1. Governing Law
	 	xxviii
	 
	SECTION 8.2. Jurisdiction and Venue; Waiver of Jury Trial
	 	xxix
	 
	SECTION 8.3. Dispute Resolution
	 	xxix
	 
	(a) Amicable Resolution
	 	xxix
	(b) Mediation
	 	xxix
	(c) Arbitration
	 	xxx
	(d) Non-Exclusive Remedy
	 	xxx
	(e) Commencement of Dispute Resolution Procedure
	 	xxxi
	 
	SECTION 8.4. Notices
	 	xxxi
	 
	SECTION 8.5. Binding Effect and Assignment
	 	xxxii
	 
	SECTION 8.6. Severability
	 	xxxii
	 
	SECTION 8.7. Entire Agreement
	 	xxxii
	 
	SECTION 8.8. Counterparts
	 	xxxiii
	 
	SECTION 8.9. Expenses
	 	xxxiii
	 
	SECTION 8.10. Amendment
	 	xxxiii
	 
	SECTION 8.11. Waiver
	 	xxxiii
	 
	SECTION 8.12. Construction of Agreement
	 	xxxiii
	 
	SECTION 8.13. Transition License General Terms
	 	xxxiv
	 
	(a) Relationship of the Parties
	 	xxxiv
	(b) Title 11
	 	xxxiv
	(c) UN Convention Disclaimed
	 	xxxiv
	(d) Effectiveness
	 	xxxiv
	 
	SECTION 8.14. Termination
	 	xxxiv






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EXHIBITS AND SCHEDULES




	 	 	 
	Exhibit A

	 	Form of LPS Term A Notes
	Exhibit B

	 	Form of LPS Term B Notes
	Exhibit C

	 	Form of LPS Bond Indebtedness
	Exhibit D

	 	Form of Assignment and Bill of Sale
	Exhibit E

	 	Form of Assumption Agreement
	 
	Schedule I

	 	List of Subject Companies
	 
	Schedule 2.2(a)

	 	Transferred Employee Employment Agreements (1)
	Schedule 5.5

	 	Related Party Agreements
	Schedule 5.6

	 	Repayment of Intercompany Obligations
	Schedule 7.1(a)

	 	Liabilities Requiring Indemnification (1)






 




			
	(1)	 	This Schedule has been omitted in its entirety and filed separately with the Securities and
Exchange Commission as part of an application for confidential treatment pursuant to the Securities
Exchange Act of 1934, as amended.



-iv-









 





CONTRIBUTION AND DISTRIBUTION AGREEMENT




          CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of June 13, 2008 (this “Agreement”),
between Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and
Lender Processing Services, Inc., a Delaware corporation (“LPS”).



          WHEREAS, the Board of Directors of FIS has determined that it is in the best interests of FIS
and its stockholders to separate its lender processing services business and to distribute
ownership of the lender processing services business to the stockholders of FIS as a dividend; and



          WHEREAS, FIS owns, directly or indirectly, (i) that percentage of the issued and outstanding
shares of capital stock or other equity securities or ownership interests set forth on Schedule
I (the “Subject Securities”) of the entities listed on Schedule I (the
“Subject Companies”) and (ii) the Other Assets (as hereinafter defined), which Subject
Securities and Other Assets constitute all of the material properties, assets and rights that
primarily relate to, arise out of or are held in connection with the lender processing services
business currently conducted by FIS and its Subsidiaries; and



          WHEREAS, FIS desires to contribute to LPS all of the Subject Securities and all of the Other
Assets (collectively, the “Asset Contribution”) in exchange for (i) the issuance by LPS to
FIS of the LPS Shares (as hereinafter defined) and the LPS Notes (as hereinafter defined) and (ii)
the assumption by LPS of the Assumed Liabilities (as hereinafter defined); and



          WHEREAS, the board of directors of FIS has approved (i) the Asset Contribution in exchange for
the LPS Shares and the LPS Notes, (ii) the distribution, following the Asset Contribution, of all
of the shares of LPS Common Stock held by FIS to the holders of the outstanding shares of capital
stock of FIS as of the Record Date (as defined herein) for such distribution (the
“Spin-off”), and (iii) in connection with the Spin-off, the exchange by FIS of the LPS
Notes for a like amount of FIS’s existing indebtedness consisting of the Tranche B Term Loans
issued under the FIS 2007 Credit Agreement (as defined herein) (the “Debt Exchange”); and



          WHEREAS, the board of directors of LPS has approved the issuance of the LPS Shares and the LPS
Notes, as well as assumption by LPS of the Assumed Liabilities (as hereinafter defined) and the
acceptance of the Asset Contribution;



          NOW, THEREFORE, in consideration of the premises, covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, FIS and LPS agree as follows:



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ARTICLE I




DEFINITIONS




          SECTION 1.1. Definitions. For purposes of this Agreement, the following terms shall
have the respective meanings set forth below:



          “Action or Proceeding” means any charge, complaint, grievance, action, suit,
litigation, proceeding or arbitration, whether civil, criminal, administrative or investigative, by
any Person, or any investigation by or before any Governmental Entity.



          “Adverse Consequences” means damages, penalties, fines, costs, expenses (including
professional fees and expenses), amounts paid in settlement, liabilities, obligations, liens, and
losses, including any such amounts arising out of or related to claims asserted against LPS or FIS
by any shareholder participating in the Spin-off; provided that Adverse Consequences shall
not include any indirect, special, consequential, or punitive damages.



          “Affiliate” means, with respect to any specified Person, a Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such specified Person; provided, however, that, for purposes of this
Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other
Group. As used herein, “control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such entity, whether through
ownership of voting securities or other interests, by contract or otherwise.



          “Agreement” has the meaning set forth in the Preamble.



          “Ancillary Agreement” or “Ancillary Agreements”, as the context may require,
means each of the LPS Notes, the Employee Matters Agreement, the Tax Disaffiliation Agreement, each
of the other Related Party Agreements, and each other agreement or instrument to be entered into in
connection with the Asset Contribution or the Spin-off, including any exhibits, schedules,
attachments, tables or other appendices thereto, and each other agreement and other instrument
contemplated herein or in any of the foregoing, all as may be amended from time to time.



          “Arbitrator” has the meaning set forth in Section 8.3(c).



          “Asset Contribution” has the meaning set forth in the Recitals.



          “Asset Contribution Date” means the date on which the Asset Contribution is effective.



          “Assignment and Bill of Sale” means that certain Assignment and Bill of Sale to be
entered by FIS to and in favor of LPS in connection with the Asset Contribution, in the form of
Exhibit D, as such may be amended from time to time.



          “Assumed Liabilities” means all liabilities and obligations of any member of the FIS
Group required to be paid or performed under any contract or other agreement included in



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the Other Assets or otherwise arising in connection with any of the Other Assets, whether
required to be paid or performed before or after the Asset Contribution Date.




          “Assumption Agreement” means that certain Assumption Agreement to be entered by LPS to
and in favor of FIS in connection with the Asset Contribution, in the form of Exhibit E, as
such agreement may be amended from time to time.



          “Business Day” means any day, other than a Saturday or Sunday, or a day on which
banking institutions are authorized or required by law or regulation to close in Jacksonville,
Florida or New York, New York.



          “Change of Control” means, with respect to any Person, an acquisition by any person
(within the meaning of Section 3(a)(9) of the Exchange Act) and used in Sections 13(d) and 14(d)
thereof of Beneficial Ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or
more of either the then outstanding shares of common stock or the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors;
excluding, however, the following: (A) any acquisition directly from such Person,
other than an acquisition by virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from such Person or (B) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by such Person or by one or more
members of such Person’s group of affiliates entities.



          “Claim Notice” has the meaning set forth in Section 7.3(a).



          “Claimed Amount” has the meaning set forth in Section 7.3(a).



          “Code” means the Internal Revenue Code of 1986, as amended.



          “Controlling Party” has the meaning set forth in Section 7.3(d)(ii).



          “D&O Tail Policy” has the meaning set forth in Section 5.2(b)(i).



          “Damages” means all losses, claims, demands, damages, liabilities, judgments, dues,
penalties, assessments, fines (civil, criminal or administrative), costs, obligations, liens,
forfeitures, settlements, payments, costs, fees or expenses (including reasonable attorneys’ fees
and expenses and any other expenses reasonably incurred in connection with investigating,
prosecuting or defending a claim or Action or Proceeding), of any nature or kind, whether or not
the same would properly be reflected on a balance sheet.



          “Debt Exchange” has the meaning set forth in the Recitals.



          “Disclosing Party” has the meaning set forth in Section 4.2(c).



          “Dispute” has the meaning set forth in Section 8.3(a).



          “Distribution Date” means the date on which the Spin-off is effective.



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          “Employee Matters Agreement” means the Employee Matters Agreement to be entered into
by and between FIS and LPS, as may be amended from time to time.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, together with
the rules and regulations promulgated thereunder.



          “Existing Insurance” has the meaning set forth in Section 5.2(b)(ii).



          “Fiduciary and EP Tail Policy” has the meaning set forth in Section 5.2(b).



          “FIS” means Fidelity National Information Services, Inc., a Georgia corporation.



          “FIS 2007 Credit Agreement” means the Credit Agreement dated as of January 18, 2007,
as amended, among FIS, as borrower, and JPMorgan Chase Bank, N.A., Bank of America, N.A., Wachovia
Bank, National Association, and certain other parties.



          “FIS Group” means FIS, the Subsidiaries of FIS and each Person that is or becomes an
Affiliate of FIS (other than LPS or any member of the LPS Group) from and after the Asset
Contribution.



          “FIS Indemnified Parties” has the meaning set forth in Section 7.1.



          “FIS Marks” has the meaning set forth in Section 6.1(a).



          “FIS Policies” has the meaning set forth in Section 5.2(b)(ii).



          “FIS Public Filings” has the meaning set forth in Section 4.1(b).



          “FNF” means Fidelity National Financial, Inc., a Delaware corporation.



          “FNF Policy” has the meaning set forth in Section 5.2(a).



          “GAAP” means U.S. generally accepted accounting principles, consistently applied.



          “Governmental Entity” means any federal, state, local, foreign or international court,
government, department, commission, board, bureau or agency, or any other regulatory,
administrative or governmental authority, including the NYSE.



          “Group” means either the FIS Group or the LPS Group, as the context requires.



          “Indemnifiable Losses” mean all Damages suffered by an Indemnitee, including any
reasonable out-of-pocket fees, costs or expenses of enforcing any indemnity hereunder;
provided that “Indemnifiable Losses” shall not include any such Damages caused by,
resulting from or arising out of the gross negligence, willful misconduct or fraud of such
Indemnitee.



          “Indemnified Party” has the meaning set forth in Section 7.3(a).



          “Indemnifying Party” has the meaning set forth in Section 7.3(a).



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          “Indemnitee” means a Person who or which may seek indemnification under this
Agreement.



          “Jacksonville Court” has the meaning set forth in Section 8.2.



          “LPS” means Lender Processing Services, Inc., a Delaware corporation.



          “LPS Common Stock” means LPS Common Stock, par value $0.0001 per share.



          “LPS Group” means LPS, the Subsidiaries of LPS, and each Person that LPS directly or
indirectly controls (within the meaning of the Securities Act) immediately after the Asset
Contribution, and each other Person that becomes an Affiliate of LPS after the Spin-off.



          “LPS Indemnified Parties” has the meaning set forth in Section 7.2.



          “LPS Notes” has the meaning set forth in Section 2.1(a).



          “LPS Public Filings” has the meaning set forth in Section 4.1(c).



          “LPS Shares” has the meaning set forth in Section 2.1(a).



          “Non-controlling Party” has the meaning set forth in Section 7.3(d)(ii).



          “NYSE” means the New York Stock Exchange, Inc.



          “Other Assets” means all other properties, assets and rights of any nature, kind and
description, tangible and intangible (including goodwill), whether real, personal or mixed, held by
FIS immediately prior to the Asset Contribution that primarily relate to, arise out of or are held
in connection with the Transferred Business.



          “Owning Party” has the meaning set forth in Section 4.2(c).



          “Party” or “Parties”, as the context may require, mean each or both of FIS and
LPS.



          “Person” means (i) for all Sections of this Agreement, except in the context of
“Change of Control”, an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated organization or a
Governmental Entity, and (ii) for “Change of Control”, the meaning set forth in the definition for
“Change of Control”.



          “Providing Party” has the meaning set forth in Section 4.1(a).



          “Record Date” means the close of business on the date to be determined by the FIS
board of directors as the record date for determining the stockholders of FIS entitled to receive
shares of LPS Common Stock pursuant to a pro-rata distribution of shares of LPS Common Stock as
part of the Spin-off.



          “Records” has the meaning set forth in Section 4.1(a).



 v




 









 





          “Related Party Agreements” has the meaning set forth in Section 5.5(a).



          “Representative” means, with respect to any Person, any of such Person’s directors,
officers, employees, agents, consultants, advisors, accountants or attorneys.



          “Requesting Party” has the meaning set forth in Section 4.1(a).



          “Retention Period” has the meaning set forth in Section 4.3.



          “SEC” means the United States Securities and Exchange Commission, or any successor
agency.



          “Securities Act” means the Securities Act of 1933, as amended from time to time,
together with the rules and regulations promulgated thereunder.



          “Spin-off” has the meaning set forth in the Recitals.



          “Spin-off Declaration” has the meaning set forth in Section 2.3(a).



          “Split Dollar Plan” has the meaning set forth in Section 2.2(a)(vi).



          “Steering Committee” has the meaning set forth in Section 8.3(a).



          “Subject Companies” has the meaning set forth in the Recitals.



          “Subject Company Subsidiary” means one or more Subsidiaries of a Subject Company.



          “Subject Securities” has the meaning set forth in the Recitals.



          “Subsidiary” means, with respect to any specified Person, any Person of which such
specified Person controls or owns, directly or indirectly, more than fifty percent (50%) of the
stock or other equity interest entitled to vote on the election of the members to the board of
directors or similar governing body; provided, however, that unless the context
otherwise requires, references to Subsidiaries of FIS will not include LPS or the Persons that will
be transferred to LPS or other members of the LPS Group pursuant to this Agreement, whether the
transfer of such Persons occurs prior to or after the Asset Contribution.



          “Tax” and “Taxes” means any net income, gross income, gross receipts,
alternative or add-on minimum, sales, use, ad valorem, franchise, profits, license, withholding,
payroll, employment, excise, transfer, recording, severance, stamp, occupation, premium, property,
environmental, estimated, custom duty, or other tax, governmental fee or other like assessment or
charge of any kind whatsoever, together with any interest and any penalty, addition to Tax, or
additional amount, imposed by any Governmental Entity or any subdivision, agency, commission or
authority thereof or any quasi-governmental or private body having jurisdiction over the
assessment, determination, collection, or imposition of any Tax (including the United States
Internal Revenue Service).



 vi




 









 





          “Tax Disaffiliation Agreement” means that certain Tax Disaffiliation Agreement to be
entered by and between FIS and LPS, as may be amended from time to time.



          “Third-Party Claim” has the meaning set forth in Section 7.3(d)(i).



          “Title 11” has the meaning set forth in Section 8.13(b).



          “Transfer Agent” means Computershare or such other Person who has been appointed as
the transfer agent for LPS Common Stock.



          “Transferred Business” means the lender processing services operations of FIS as
conducted on or prior to the Asset Contribution Date.



          “Transferred Employee” has the meaning set forth in Section 2.2(a)(iv).



          “Transactions” means the Asset Contribution, the Spin-off, the Debt Exchange, and the
“preliminary transactions” as defined in the Tax Disaffiliation Agreement.



          “Transition License Expiration Date” has the meaning set forth in Section 6.1(a).



          “Unauthorized Access” has the meaning set forth in Section 6.6.



          SECTION 1.2. Interpretation.




     (a) For purposes of this Agreement (including all exhibits, schedules and amendments),
unless the context otherwise requires, (i) all terms defined herein include the plural as
well as the singular, and the masculine, feminine or neuter gender shall be deemed to
include the others whenever the context so requires, (ii) all accounting terms used but not
otherwise defined herein shall have the meanings given to them under GAAP, and
(iii) references to any Person include successors of such Person by consolidation and merger
and transferees of all or substantially all its assets (provided that such successor
has duly assumed in writing all such Person’s obligations, if any, hereunder).




     (b) Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and
“hereunder,” and words of like import refer to this Agreement, unless the context requires
otherwise.




     (c) The words “including,” “includes,” or “include” are to be read as listing
non-exclusive examples of the matters referred to, whether or not words such as “without
limitation” or “but not limited to” are used in each instance.




     (d) References herein to any agreement or other instrument shall, unless the context
otherwise requires (or the definition thereof otherwise specifies), be deemed references to
the same as it may from time to time be changed, amended or extended in accordance with its
terms.



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     (e) Any reference in this Agreement to a “member” of a Group means the applicable Party
to this Agreement or another Person referred to in the definition of FIS Group or LPS Group,
as applicable.




     (f) All references in this Agreement to times of day shall be to the city of
Jacksonville, Florida time.



ARTICLE II




THE ASSET CONTRIBUTION, THE DISTRIBUTION AND THE DEBT EXCHANGE




          SECTION 2.1. Asset Contribution, Assumption of Liabilities and Delivery of Shares and
Notes. Upon the terms and subject to the conditions of this Agreement:




     (a) On the Asset Contribution Date, FIS shall transfer, or cause to be transferred, to
LPS all right, title and interest of FIS in and to all of the Subject Securities and all
right, title and interest of FIS in and to the Other Assets, in exchange for (i) that number
of shares of LPS Common Stock (the “LPS Shares”) as shall be determined in
accordance with the formula set forth in the Spin-off Declaration, to be issued and
delivered to FIS on or prior to the Distribution Date, (ii) one or more senior notes,
designated as Term A Notes and Term B Notes, together with certain other bond indebtedness
(collectively, the “LPS Notes”), all issued by LPS to and in favor of FIS in the
aggregate original principal amount of up to approximately $1.6 billion, in the form of and
containing the terms set forth in Exhibit A (the form of the LPS Term A Notes),
Exhibit B (the form of the LPS Term B Notes, and Exhibit C (the form of the
LPS bond indebtedness), all to be delivered to FIS on or prior to the Distribution Date, and
(iii) the assumption by LPS of the Assumed Liabilities, as evidenced by the Assumption
Agreement, to be effective on the Asset Contribution Date; and




     (b) LPS shall (i) issue and deliver the LPS Shares and the LPS Notes to FIS on or prior
to the Distribution Date, and (ii) assume and agree to pay, honor and discharge when due all
of the Assumed Liabilities in accordance with their respective terms pursuant to the
Assumption Agreement, effective on the Asset Contribution Date, all in exchange for the
Transferred Business, including the Subject Securities and the Other Assets.



          SECTION 2.2. Asset Contribution Deliverables; Distribution Date Deliverables.




     (a) On the Asset Contribution Date at the time of the Asset Contribution:




     (i) FIS shall deliver to LPS (x) certificates representing the respective
Subject Securities, together with duly executed transfer forms including all such
deeds, instruments, stock powers, transfer stamps or other documents as may be
necessary to transfer full legal and beneficial ownership of such Subject Securities
to LPS, and (y) all books and records of each of the Subject Companies, together



viii









 







with all material documents and materials relating solely to the Subject
Companies, the Other Assets and the Transferred Business;




     (ii) FIS shall execute and deliver to LPS a bill of sale and such other deeds,
instruments or other documents (each in substance and form reasonably satisfactory
to LPS) as may be necessary to transfer full legal and beneficial title to the Other
Assets to LPS, and any cash that is a part of the Other Assets shall be paid by wire
transfer of immediately available funds to an account designated by LPS to FIS in
writing no later than two Business Days before the Asset Contribution Date;




     (iii) LPS and FIS shall execute and deliver the Assumption Agreement and the
Employee Matters Agreement;




     (iv) All FIS employees whose functions or responsibilities primarily relate to
the Transferred Business and who are not intended to be both employees of FIS (or
any member of the FIS Group) and of LPS (or any member of the LPS Group) on the day
immediately following the Asset Contribution Date (each such employee being a
“Transferred Employee”) shall be transferred to LPS and thereafter, such
employees shall be employees of LPS;




     (v) FIS or the applicable member of the FIS Group shall assign to LPS (or the
applicable member of the LPS Group), and LPS or the applicable member of the LPS
Group shall assume from FIS (or the applicable member of the FIS Group), all of
FIS’s right, title, and interest in and to, and all obligations and liabilities of
FIS or any member of the FIS Group under, all individual employment, termination,
retention, severance or other similar contracts or agreements with each Transferred
Employee and all of the rights, interests, responsibilities, obligations and
liabilities as the employer under such contracts and agreements, including without
limitation those employment agreements listed on Schedule 2.2(a); and




     (vi) FIS or the applicable member of the FIS Group shall assign to LPS (or the
applicable member of the LPS Group), and LPS or the applicable member of the LPS
Group shall assume from FIS (or the applicable member of the FIS Group), the
obligations of FIS or any member of the FIS Group for each Transferred Employee
under the Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan (the
“Split Dollar Plan”) and the life insurance policies issued thereunder and
all of the obligations and benefits as the employer under the Split Dollar Plan and
such life insurance policies.




     (b) On or before the Distribution Date immediately prior to the Spin-off:




     (i) LPS shall issue and deliver to FIS the LPS Shares;




     (ii) LPS shall issue and deliver to FIS the LPS Notes; and



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     (iii) LPS and FIS shall execute and deliver the Tax Disaffiliation Agreement,
as well as all other Related Party Agreements or amendments thereto, to be effective
as of the Distribution Date.



          SECTION 2.3. Spin-off.




     (a) Pursuant to the approval of the Spin-off by the board of directors of FIS and its
declaration of the Spin-off dividend (the “Spin-off Declaration”), following the
Asset Contribution but before the Distribution Date, FIS shall deliver to the Transfer Agent
certificates representing the shares of LPS Common Stock to be delivered to the holders of
FIS common stock entitled thereto in connection with the Spin-off, and the Transfer Agent
shall thereafter distribute on the Distribution Date to each holder (other than FIS or any
FIS Subsidiary) of record of common stock of FIS, as of the close of business on the Record
Date, such number of shares of LPS Common Stock as shall be determined in accordance with
the formula set forth in the Spin-off Declaration.




     (b) LPS agrees to take any and all actions and enter into any and all agreements and
arrangements reasonably requested by FIS to facilitate the Spin-off (no matter the form of
the Spin-off), including with respect to the matters set forth in Article V of this
Agreement, and to cooperate with FIS in connection with the Spin-off. LPS shall use its
reasonable best efforts to cause its Representatives to cooperate with FIS in connection
with the Spin-off, including making LPS executives available for any presentations, and
causing comfort letters and disclosure letters required by FIS to be provided in connection
therewith and shall take all actions necessary or desirable to cause such documents to be in
customary form.




     (c) No certificates representing fractional shares of LPS Common Stock will be
distributed in the Spin-off. As soon as practicable after the consummation of the Spin-off,
LPS shall direct the Transfer Agent to determine the number of whole shares and fractional
            shares of LPS Common Stock allocable to each holder of record or beneficial owner of FIS
Common Stock otherwise entitled to fractional shares of LPS Common Stock, to aggregate all
such fractional shares and sell the whole shares obtained thereby, in open market
transactions or otherwise, in each case at then prevailing trading prices, and to cause to
be distributed to each such holder or for the benefit of each such beneficial owner to which
a fractional share shall be allocable such holder or owner’s ratable share of the proceeds
of such sale, after making appropriate deductions for any amount required to be withheld for
United States federal income tax purposes and to repay expenses reasonably incurred by the
Transfer Agent, including all brokerage charges, commissions and transfer taxes, in
connection with such sale. LPS and the Transfer Agent shall use their commercially
reasonable efforts to aggregate the shares of LPS Common Stock that may be held by any
beneficial owner thereof through more than one account in determining the fractional share
allocable to such beneficial owner.



          SECTION 2.4. Debt Exchange. Prior to the Spin-off, LPS shall issue to FIS the LPS
Notes. The LPS Notes will be issued under appropriate agreements and instruments to which LPS
shall become a party prior to its issuance of the LPS Notes. The Parties acknowledge and agree
that in connection with the Spin-off, FIS intends to exchange all of the LPS Notes for



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its existing Tranche B Term Loan indebtedness issued under the FIS 2007 Credit Agreement. The
holders of the Tranche B Term Loan indebtedness intend to syndicate or place the obligations of LPS
under the various credit facilities and with various groups of lenders and debtholders. LPS
agrees, and agrees to cause the LPS Subsidiaries to, execute and deliver to FIS or any other person
such further documents, agreements and instruments, and take such further action, as FIS may at any
time reasonably request in order to consummate and make effective, in the most expeditious manner
practicable, the Debt Exchange and such subsequent syndication and placement, as contemplated by
this Section 2.4.




ARTICLE III




NO REPRESENTATIONS AND WARRANTIES




          SECTION 3.1. No Representations and Warranties. LPS (on behalf of itself and each
member of the LPS Group) acknowledges and agrees that, except as expressly set forth in this
Agreement or any Ancillary Agreement, (a) neither FIS nor any member of the FIS Group is making any
representations or warranties, express or implied, in this Agreement, any Ancillary Agreement or
any other agreement contemplated hereby or thereby, as to the Transferred Business, including
without limitation as to the title to such entities’ shares or other ownership interests or as to
the assets, liabilities, business or financial condition of such entities (including the Subject
Companies and the Other Assets), all such transfers being made on an “as-is, where-is” basis and
(b) LPS and its Affiliates will bear the economic and legal risks that any conveyance will prove to
be sufficient to vest in them good and marketable title, free and clear of any security interest,
pledge, lien, charge, claim or other encumbrance of any nature whatsoever and that any consents or
approvals, and that any requirements of laws or judgments, with respect to the transfer of the
Transferred Business, have been received or met.



          SECTION 3.2. No Warranty Regarding Transition License. Without limiting the
generality of Section 3.1, except as may be expressly set forth in Article VI, all licenses granted
pursuant to Article VI are “as is”, and neither Party (nor any Person within the FIS Group or the
LPS Group), nor any of their respective officers, directors employees or agents makes any
representation or warranty (except as may be expressly set forth in Article VI) with respect to FIS
Marks or the licenses granted or made pursuant to Article VI, including any representation as to:
(i) a Party’s right to grant licenses, (ii) the scope of rights in the FIS Marks for any specific
goods or services, or (iii) the title to any such FIS Marks or the absence of any third party
infringement of any such FIS Marks. FIS does not undertake any commitment to maintain or defend
the FIS Marks.



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ARTICLE IV




ACCESS TO INFORMATION AND RECORDS




          SECTION 4.1. Access to Information.




     (a) Information Access Available. The Parties intend that effective upon the Asset
Contribution, all books and records, documents, agreements, data, files and other materials,
whether written or electronically stored (as applicable to each Party, its
“Records”), relating to the Subject Companies or the Other Assets, or arising out of
or in connection with the operation of the Transferred Business, shall be delivered by FIS
to LPS. To the extent that (i) Records owned or in the possession of one Party (in such
capacity, the “Providing Party”) created prior to the Distribution Date also include
therein (imbedded, as a part of or as a separate segment) information relating to the other
Party (in such capacity, the “Requesting Party”) or relating to the Requesting
Party’s business, assets, liabilities or operations, then during the Retention Period (as
defined in Section 4.3), the Providing Party will provide to the Requesting Party, and will
cause its respective Group members and Representatives to provide to the Requesting Party,
upon reasonable advance written request and otherwise in accordance with the requirements of
this Section 4.1, reasonable access during normal business hours and at the expense of the
Requesting Party to all such Records owned or in the possession of the Providing Party and
its Subsidiaries, if such access is reasonably required by the Requesting Party in
connection with the Requesting Party’s financial reporting and accounting matters, the
preparation of and filing of any tax returns or the defense of any tax claim or assessment,
the prosecution or defense of any litigation or other dispute with third parties, the
preparation and filing of reports and other materials with any Governmental Entity or any
other bona fide purpose, provided that such access does not unreasonably disrupt the
normal operations of the Providing Party or any of its Subsidiaries. Subject to the
confidentiality provisions set forth in Section 4.2 and any other security obligations as
the Providing Party may reasonably deem necessary, the Requesting Party may have all
requested information duplicated at the Requesting Party’s expense. Alternatively, the
Providing Party may choose to deliver, at the Requesting Party’s expense, all requested
information to the Requesting Party in the form requested by the Requesting Party. The
Providing Party will notify the Requesting Party in writing at the time of delivery if such
information is to be returned to the Providing Party. In such case, the Requesting Party
will return such information when no longer needed to the Providing Party at the Requesting
Party’s expense. In connection with providing information pursuant to this Section 4.1, the
Providing Party hereto will, upon the request of the Requesting Party and upon reasonable
advance notice, make available during normal business hours its respective employees (and
those employees of its respective Group members and Representatives, as applicable) to the
extent that they are reasonably necessary to and explain all requested information with and
to the Requesting Party, provided that such access does not unreasonably disrupt the
normal operations of the Providing Party or any of its Subsidiaries. Each Providing Party
shall be entitled to reimbursement from the Requesting Party, upon the presentation of
invoices therefor, for all reasonable out-of-pocket costs and expenses (excluding allocated
compensation and overhead expenses) as may be reasonably incurred in providing information
pursuant to this Section 4.1(a).



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     (b) Access for FIS Public Filings. Without limiting the generality of the provisions
of Section 4.1(a), LPS agrees to cooperate fully, and cause LPS’s auditors to cooperate
fully, with FIS to the extent requested by FIS in the preparation of FIS’s press releases,
Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K,
any Current Reports on Form 8-K and any other proxy, information and registration
statements, reports, notices, prospectuses and any other filings made by FIS with the SEC,
any national securities exchange or otherwise made publicly available (collectively, the
“FIS Public Filings”). LPS agrees to provide to FIS all information that FIS
reasonably requests in connection with any FIS Public Filings or that, in the judgment of
FIS, is required to be disclosed or incorporated by reference therein under any law, rule or
regulation. LPS will provide such information in a timely manner on the dates reasonably
requested by FIS (which may be earlier than the dates on which LPS otherwise would be
required hereunder to have such information available) to enable FIS to prepare, print and
release all FIS Public Filings on such dates as FIS will reasonably determine but in no
event later than as required by applicable law. LPS will use its commercially reasonable
efforts to cause LPS’s auditors to consent to any reference to them as experts in any FIS
Public Filings required under any law, rule or regulation. LPS will authorize its auditors
to make available to FIS and its auditors both the personnel who performed, or are
performing, the annual audit of LPS and work papers related to the annual audit of LPS, in
all cases within a reasonable time prior to the opinion date of FIS’s auditors, so that such
auditors are able to perform the procedures they consider necessary within sufficient time
to enable FIS to meet a reasonable timetable for the release of the related audited
financial statements. If and to the extent requested by FIS, LPS will diligently and
promptly review all drafts of such FIS Public Filings and prepare in a diligent and timely
fashion any portion of such FIS Public Filing pertaining to LPS. Prior to any printing or
public release of any FIS Public Filing, an appropriate executive officer of LPS will, if
requested by FIS, certify on behalf of LPS that the information relating to LPS or any LPS
Subsidiary or the Transferred Business in such FIS Public Filing is accurate, true, complete
and correct in all material respects. Prior to the release or filing thereof, FIS will
provide LPS with a draft of any portion of an FIS Public Filing containing information
relating to LPS or any LPS Subsidiary and will give LPS an opportunity to review such
information and comment thereon; provided that FIS will determine in its sole and
absolute discretion the final form and content of all FIS Public Filings.




     (c) Access for LPS Public Filings. Without limiting the generality of the provisions
of Section 4.1(a), FIS agrees to cooperate fully, and cause FIS’s auditors to cooperate
fully, with LPS to the extent requested by LPS in the preparation of LPS’s press releases,
Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K,
any Current Reports on Form 8-K and any other proxy, information and registration
statements, reports, notices, prospectuses and any other filings made by LPS with the SEC,
any national securities exchange or otherwise made publicly available (collectively, the
“LPS Public Filings”). FIS agrees to provide to LPS all information that LPS
reasonably requests in connection with any LPS Public Filings or that, in the judgment of
LPS, is required to be disclosed or incorporated by reference therein under any law, rule or
regulation. FIS will provide such information in a timely manner on the dates reasonably
requested by LPS (which may be earlier than the dates on



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which FIS otherwise would be required hereunder to have such information available) to
enable LPS to prepare, print and release all LPS Public Filings on such dates as LPS will
reasonably determine but in no event later than as required by applicable law. FIS will use
its commercially reasonable efforts to cause FIS’s auditors to consent to any reference to
them as experts in any LPS Public Filings required under any law, rule or regulation. FIS
will authorize its auditors to make available to LPS and its auditors both the personnel who
performed, or are performing, the annual audit of FIS and work papers related to the annual
audit of FIS, in all cases within a reasonable time prior to the opinion date of LPS’s
auditors, so that such auditors are able to perform the procedures they consider necessary
within sufficient time to enable LPS to meet a reasonable timetable for the release of the
related audited financial statements. If and to the extent requested by LPS, FIS will
diligently and promptly review all drafts of such LPS Public Filings and prepare in a
diligent and timely fashion any portion of such LPS Public Filing pertaining to FIS. Prior
to any printing or public release of any LPS Public Filing, an appropriate executive officer
of FIS will, if requested by LPS, certify on behalf of FIS that the information relating to
FIS or any FIS Subsidiary in such LPS Public Filing is accurate, true, complete and correct
in all material respects. Prior to the release or filing thereof, LPS will provide FIS with
a draft of any portion of an LPS Public Filing containing information relating to FIS or any
FIS Subsidiary and will give FIS an opportunity to review such information and comment
thereon; provided that LPS will determine in its sole and absolute discretion the
final form and content of all LPS Public Filings.




     SECTION 4.2. Restrictions on Disclosure of Information.




     (a) Generally. Without limiting any rights or obligations under any other existing or
future agreement between the Parties and/or any other members of their respective Groups
relating to confidentiality, until the third anniversary of the Distribution Date, each
Party will, and each Party will cause its respective Group members and its Representatives
to, hold in confidence, with at least the same degree of care that applies to FIS’s
confidential and proprietary information pursuant to its confidentiality policies in effect
as of the Asset Contribution Date, all confidential and proprietary information concerning
the other Group that is either in its possession as of the Distribution Date or furnished by
the other Group or its respective Representatives at any time pursuant to this Agreement,
any Ancillary Agreement or the transactions contemplated hereby or thereby. Notwithstanding
the foregoing, each Party, its respective Group members and its Representatives may disclose
such information to the extent that such Party can demonstrate that such information is or
was (i) in the public domain other than by the breach of this Agreement or by breach of any
other agreement between or among the Parties and/or any of their respective Group members
relating to confidentiality, or (ii) lawfully acquired from a third Person on a
non-confidential basis or independently developed by, or on behalf of, such Party by Persons
who do not have access to any such information. Each Party will maintain, and will cause
its respective Group members and Representatives to maintain, policies and procedures, and
develop such further policies and procedures as will from time to time become necessary or
appropriate, to ensure compliance with this Section 4.2.



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     (b) Disclosure of Third Person Information. Each Party acknowledges that it and other
members of its Group may have in its or their possession confidential or proprietary
information of third Persons that was received under a confidentiality or non-disclosure
agreement between such third Person and the other Party. Each Party will, and will cause
its respective Group members and its Representatives to, hold in strict confidence the
confidential and proprietary information of third Persons to which any member of such
Party’s Group has access, in accordance with the terms of any agreements entered into
between such third Person and the other Party or a member of the other Party’s Group.




     (c) Legally Required Disclosure of Information. If either Party or any of its
respective Group members or Representatives becomes legally required to disclose any
information (the “Disclosing Party”) that it is otherwise obligated to hold in
strict confidence pursuant to Sections 4.2(a) or 4.2(b), such Party will promptly notify the
other Party (the “Owning Party”) and will use all commercially reasonable efforts to
cooperate with the Owning Party so that the Owning Party may seek a protective order or
other appropriate remedy and/or waive compliance with this Section 4.2. All expenses
reasonably incurred by the Disclosing Party in seeking a protective order or other remedy
will be borne by the Owning Party. If such protective order or other remedy is not
obtained, or if the Owning Party waives compliance with this Section 4.2, the Disclosing
Party will (a) disclose only that portion of the information which its legal counsel advises
it is compelled to disclose or otherwise stand liable for contempt or suffer other similar
significant corporate censure or penalty, (b) use all commercially reasonable efforts to
obtain reliable assurance requested by the Owning Party that confidential treatment will be
accorded such information, and (c) promptly provide the Owning Party with a copy of the
information so disclosed, in the same form and format so disclosed, together with a list of
all Persons to whom such information was disclosed.



          SECTION 4.3. Record Retention. LPS will, and will cause each LPS Subsidiary to, adopt
and comply with a record retention policy with respect to information owned by or in the possession
of LPS or any LPS Subsidiary and which is created prior to the Asset Contribution Date. FIS will,
and FIS will cause each of its Subsidiaries to, comply with the FIS record retention policy with
respect to information owned by or in the possession of FIS or any FIS Subsidiary and which is
created prior to the Asset Contribution Date. Each Party will, at its sole cost and expense,
preserve and retain all information in its respective possession or control that the other Party
has the right to access pursuant to Section 4.1, or that it is otherwise required to preserve and
retain, for such period as is required in accordance with such record retention policy or for any
longer period as may be required by (a) any Government Entity, (b) as a result of or otherwise
relating to any litigation matter, (c) applicable law, or (d) any agreement relating hereto or
executed in connection with the Agreement (as applicable, the “Retention Period”). If
either Party wishes to dispose of any information which it is obligated to retain under this
Section 4.3 prior to the expiration of the Retention Period, then that Party will first provide 45
days’ written notice to the other Party, and the other Party will have the right, at its option and
expense, upon prior written notice within such 45-day period, to take possession of such
information within 90 days after the date of the notice provided by the disposing Party pursuant to
this Section 4.3. Written notice of intent to dispose of such information will include




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a description of the information in detail sufficient to allow the other Party to reasonably
assess its potential need to retain such materials.




          SECTION 4.4. Production of Witnesses. Each Party will use commercially reasonable
efforts, and will cause each of its respective Subsidiaries to use commercially reasonable efforts,
to make available to each other, upon written request, its past and present Representatives as
witnesses to the extent that any such Representatives may reasonably be required in connection with
any legal, administrative or other proceedings in which the requesting Party may from time to time
be involved. Each Party providing access to witnesses or information to the other Party pursuant
to this Section 4.4 will be entitled to receive from the receiving Party, upon the presentation of
invoices therefor, payment for all reasonable, out-of-pocket costs and expenses (excluding
allocated compensation and overhead expenses) as may be reasonably incurred in providing such
witnesses or information.




          SECTION 4.5. Other Agreements Regarding Access to Information. The rights and
obligations of the Parties under this Article IV are subject to any specific limitations,
qualifications or additional provisions on the sharing, exchange or confidential treatment of
information set forth in this Agreement or any Ancillary Agreement.




ARTICLE V

ADDITIONAL AGREEMENTS




          SECTION 5.1. Performance. FIS will cause to be performed, and hereby guarantees the
performance of, all actions, agreements and obligations set forth in this Agreement or in any
Ancillary Agreement to be performed by any member of the FIS Group. LPS will cause to be
performed, and hereby guarantees the performance of, all actions, agreements and obligations set
forth in this Agreement or in any Ancillary Agreement to be performed by any member of the LPS
Group. Each Party further agrees that it will cause its other Group members not to take any action
or fail to take any action inconsistent with such Party’s obligations under this Agreement or any
Ancillary Agreement.




          SECTION 5.2. Insurance Matters.





     (a) Interim Coverage from FNF for the period prior to November 9, 2006. Until November
9, 2012, FIS shall use its reasonable best efforts to (i) cause FNF to maintain all policies
of insurance in effect on the Distribution Date relating to directors and officers liability
coverage for FIS, its Subsidiaries (including LPS and its Subsidiaries as of the
Distribution Date) and their respective directors and officers for the period prior to
November 9, 2006 (the “FNF Policy”), and (ii) if applicable, assist LPS and its
Subsidiaries and their respective directors and officers in the making claims under the FNF
Policy.




     (b) Interim Coverage for the period after November 9, 2006 and prior to the
Distribution Date. FIS agrees that:



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     (i) until June 30, 2014, it shall use its reasonable best efforts to
(x) maintain all policies of insurance it has in effect on the Distribution Date
relating to directors and officers liability coverage for FIS, its Subsidiaries
(including LPS and its Subsidiaries as of the Distribution Date) and their
respective directors and officers (including any director or officer of LPS or any
subsidiary of LPS acting in his or her capacity as such) generally for the period
commencing November 9, 2006 until the Distribution Date (the “D&O Tail
Policy”), and (y) enable LPS and its Subsidiaries and, to the extent applicable,
their respective directors and officers, to benefit from the coverage thereunder,
and




     (ii) until June 30, 2011, it shall use its reasonable best efforts to
(x) maintain all policies of insurance it has in effect on the Distribution Date
relating to fiduciary liability and employment practices liability coverage for FIS,
its Subsidiaries (including LPS and its Subsidiaries as of the Distribution Date)
and their respective directors and officers (including any director or officer of
LPS or any subsidiary of LPS acting in his or her capacity as such) generally for
the period commencing November 9, 2006 until the Distribution Date (the
“Fiduciary and EP Tail Policy”; and together with the D&O Policy,
collectively, the “FIS Policies”), and (ii) enable LPS and its Subsidiaries
and, to the extent applicable, their respective directors and officers, to benefit
from the coverage thereunder.




Until June 30, 2014 in the case of the FIS D&O Policy, and until June 30, 2011 in the case
of the Fiduciary and EP Policy, FIS shall use its reasonable best efforts to cause the FIS
Policies to (i) continue to provide coverage substantially the same as that provided under
the policy as in effect on the Distribution Date (the “Existing Insurance”), (ii) be
issued by an insurer that has a claims-paying rating at least equal to that of the issuer of
the Existing Insurance, and (iii) be on terms and subject to conditions that are no less
advantageous to LPS than the Existing Insurance to the extent commercially available. Prior
to June 30, 2014 in the case of the FIS D&O Policy, and prior to June 30, 2011 in the case
of the Fiduciary and EP Policy, FIS shall not (x) terminate or materially change the terms
of such FIS Policy without LPS’s prior written consent (which shall not be unreasonably
withheld), or (y) take any action that would disadvantage the ability of LPS, its
Subsidiaries or their respective directors and officers to recover under the FIS Policies,
as compared to other persons who benefit from coverage including FIS’s directors, officers
and employees.



          (c) Payments and Reimbursements.





     (i) LPS will promptly pay or reimburse FIS for (i) LPS’s pro rata shares of the
amounts paid by FIS to FNF with respect to the coverage provided by the FNF Policy,
allocated by FIS to LPS in accordance with FIS’s customary allocation methodology
(or such other method as shall be agreed by the Parties), and (ii) FIS’s premiums
and other costs and expenses associated with the coverage provided by the FIS
Policies that are allocable by FIS to LPS and its Subsidiaries in accordance with
FIS’s customary allocation methodology (or such other



xvii









 







method as shall be agreed by the Parties). All payments and reimbursements by
LPS pursuant to this Section 5.2 will be made promptly but in any event within 30
days after LPS’s receipt of an invoice therefor from FIS.




     (ii) If it appears possible that pending or potential claims by FIS or by its
Subsidiaries, or their respective directors, officers or employees, or by any other
person, would exceed the limits of the applicable FIS Policy, the Parties shall
negotiate in good faith a fair allocation of such limits or other appropriate
resolution, consistent with the customary allocation methodology utilized by FIS
with respect to the premiums, costs and expenses (or such other method as shall be
agreed by the Parties). Similarly, if it appears possible that one or more
individual claims involving both of FIS and LPS, or their respective Subsidiaries,
or their respective directors, officers or employees, would apply against a single
deductible, the Parties shall negotiate in good faith a fair allocation of such
deductible, consistent with the customary allocation methodology utilized by FIS
with respect to the premiums, costs and expenses (or such other method as shall be
agreed by the Parties).




     (d) Review of Policies. LPS, its Subsidiaries and each of their directors and officers
may review such policies upon request. FIS agrees to cooperate with and assist LPS in LPS’
efforts to obtain directors’, officers’ and other insurance coverage after the termination
of coverage under FIS’s policies.




     (e) Historical Loss Data. FIS will also provide LPS with access, upon written request,
to historical insurance loss information relating to the Transferred Business and any other
information relating to FIS’s historic insurance program with respect to the Transferred
Business. Any such information provided to LPS pursuant to this provision will also be
subject to the provisions of Section 4.2.



          SECTION 5.3. Reasonable Best Efforts. Upon the terms and subject to the conditions
and other agreements set forth in this Agreement, each of the Parties agrees to use its reasonable
best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to
assist and cooperate with the other Party in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement.




          SECTION 5.4. Public Announcements. LPS and FIS shall consult with each other before
issuing, and provide each other with the opportunity to review and comment upon, any press release
or other public statements with respect to the transactions contemplated by this Agreement, and
shall not issue any such press release or make any such public statement prior to such
consultation, except as may be required by applicable law, court process or by obligations pursuant
to any listing agreement with any national securities exchange (in which case the Party subject to
such obligations shall advise the other Party of such requirement).




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          SECTION 5.5. Related Party Agreements.





     (a) LPS and FIS shall, and shall cause their respective Subsidiaries (as applicable) to
enter into the agreements listed on Schedule 5.5 (the “Related Party
Agreements”), which shall be effective at or prior to the Spin-off.




     (b) At or prior to the Spin-off, LPS and FIS shall enter into the Tax Disaffiliation
Agreement and the Employee Matters Agreement.



          SECTION 5.6. Intercompany Obligations. All outstanding principal and interest owing
between FIS or any member of the FIS Group, on the one hand, and LPS or any member of the LPS
Group, on the other hand, under any intercompany obligations as of the Distribution Date shall be
repaid in accordance with Schedule 5.6.




          SECTION 5.7. Tax Matters. As a condition to FIS’s obligation to effect the Spin-off
and Debt Exchange, FIS shall have received an opinion of its special tax adviser, Deloitte Tax LLP,
in substance and form reasonably satisfactory to FIS, dated as of the Distribution Date, to the
effect that, taking into account any private letter ruling the Internal Revenue Service issues FIS
regarding the Asset Contribution in exchange for LPS Shares and LPS Notes and the assumption by LPS
of the Assumed Liabilities, the Debt Exchange and the Spin-off that is in full force and effect as
of the Distribution Date: (i) the Asset Contribution in exchange for LPS Shares and LPS Notes and
the assumption by LPS of the Assumed Liabilities will qualify as a reorganization within the
meaning of Section 368(a) of the Code (taking into account the Spin-off) in which no gain or loss
is recognized either to FIS or to LPS; (ii) the Spin-off will qualify as a transaction in which no
gain or loss is recognized either to FIS or to its stockholders in accordance with Section 355 and
related provisions of the Code (including section 361(c) of the Code); and (iii) the Debt Exchange
will qualify under section 361 of the Code as a transaction in which no gain or loss is recognized
to FIS.




ARTICLE VI

TRANSITION LICENSE OF CERTAIN INTELLECTUAL PROPERTY




          SECTION 6.1. Grant of Transition License for Use of Certain FIS Marks.





     (a) Grant of License. Subject to the terms, conditions and limitations contained
herein, FIS on its own behalf and on behalf of all of its Subsidiaries, hereby grants to LPS
and its Subsidiaries a non-exclusive, worldwide, revocable, royalty-free license, to use,
display and reproduce (i) the name “Fidelity National Information Services” and (ii) FIS’s
logos and service marks (collectively, the “FIS Marks”), effective until the first
anniversary of the Distribution Date (such first anniversary date being the “Transition
License Expiration Date”) and otherwise terminable as provided in Section 6.5.




     (b) License Restrictions and Limitations. The Parties acknowledge that the purpose of
the license granted pursuant to this Section 6.1 is intended only to permit LPS’s use of the
FIS Marks during the transition period immediately after the



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consummation of the Asset Contribution and the Spin-off, so that LPS can undertake an
orderly changeover from use of the FIS Marks to use of marks, logos and other intellectual
property owned by LPS (or by Persons other than FIS). As a result, until the Transition
License Expiration Date, LPS’s use of the FIS Marks is limited to incidental,
non-substantive use, such as use by LPS of previously-available corporate materials,
stationary, bags, umbrellas, shirts and other corporate memorabilia and paraphernalia
bearing the “Fidelity National Information Services” name and/or its logos and service marks
or the names, logos and service marks of members of the FIS Group. In no event shall (i)
LPS create, reproduce or arrange for the creation or reproduction of any of the FIS Marks,
or (ii) LPS use the FIS Marks in any advertising or marketing materials. LPS shall use its
commercially reasonable efforts to terminate its use of the FIS Marks as soon as reasonably
possible, provided that LPS shall not be obligated to expend monies to revise or
reprint corporate incidentals that bear any of the FIS Marks, such as corporate shirts,
coasters, bags, etc.




     (c) Quality Control. (i) LPS and each sublicensee of an FIS Mark hereunder shall
assure that the nature and quality of products and services that use any of the FIS Marks
will meet or exceed all applicable governmental and regulatory standards and requirements
and initially shall be of a high quality consistent with the quality of the products and
services of FIS prior to the Asset Contribution Date. FIS may from time to time request,
and LPS agrees to reasonably provide, samples of materials and other information regarding
LPS’s use of the FIS Marks, which samples shall be used only for the purpose of verifying
LPS’s compliance with quality control. The Parties shall mutually agree upon other
guidelines for reasonable usage of the FIS Marks by LPS and LPS shall comply therewith. All
goodwill arising from its use of the FIS Marks shall inure solely to the benefit of FIS, and
neither before nor after the Transition License Expiration Date shall LPS or any sublicensee
assert any claim to such goodwill. Additionally, LPS, for itself and for each of its
sublicensees, agrees not to take any action that would be detrimental to the goodwill
associated with the FIS Marks. If FIS shall give written notice to LPS of its material
failure (or the material failure of any of its sublicensees) to maintain or observe the
requisite quality controls set forth above and if, within sixty (60) days of LPS’s receipt
of such notice, (i) the failure has not been cured or (ii) a reasonable plan of cure has not
been presented by LPS to FIS, and LPS (or sublicensee) has not begun to implement such plan,
then FIS may suspend all rights for use of the FIS Marks by LPS or sublicensee until such
time as such failure is cured. If a plan of cure is implemented and has not resulted in a
cure within six (6) months of notice of material failure, the license of the FIS Marks to
such user shall terminate. If a license is so terminated, LPS may not issue a new
sublicense for any FIS Mark to such sublicensee without prior written consent of FIS.




     (d) Sublicense Limitations. The license granted by FIS to LPS pursuant to this Article
VI is subject to the right of sublicense (without further consent from FIS) in accordance
with the following limitations:




     (i) Sublicenses may be granted hereunder by LPS solely to members of the LPS
Group, effective upon written notice to FIS, which notice discloses the



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name and address of the sublicensee, and effective only for so long as such
sublicensee is a member of the LPS Group.




     (ii) In the event that LPS sublicenses to a sublicensee, LPS agrees to impose
on each of its sublicensees obligations to comply with the terms of this Article VI,
including without limitation, obligations regarding confidentiality and shall not
permit any sublicensee to grant further sublicenses without the prior written
approval of FIS.




     (iii) LPS (A) shall be and remain liable to FIS for each sublicensee and any
breach of the terms of the applicable sublicense and the terms of this Article VI
and (B) shall use its commercially reasonable best efforts to minimize any damage
(current and prospective) done to FIS as a result of any such breach.




     (e) Inconsistency with Related Party Agreements. In the event of a conflict or
inconsistency between the terms of this Article VI and any other Related Party Agreement
concerning or implicating the licensing of the FIS Marks, the terms of this Article VI will
govern.



          SECTION 6.2. Alterations and Variations. LPS shall not remove, obscure or materially
vary (or permit its sublicensees to remove, obscure or materially vary) any of the FIS Marks.




          SECTION 6.3. Ownership. For clarification purposes, all FIS Marks shall at all times
be exclusively owned, as between the Parties, by FIS, and the entities within the LPS Group shall
have no rights, title or interest therein, other than the rights set forth in this Article VI.
Nothing contained herein shall preclude or limit FIS’s ability to sell or otherwise encumber, or
cause to sell or be encumbered, any of the FIS Marks, subject, however, to the license granted
hereunder.




          SECTION 6.4. Enforcement; Infringement. Each Party will notify the other Party
promptly of any acts of infringement or unfair competition with respect to any of the FIS Marks of
which a Party or any sublicensee of that Party becomes aware or obtains actual knowledge alleging
in writing that the FIS Marks or its use infringes the rights of a third party or constitutes
unfair competition. In such event, the Parties will cooperate and cause their applicable
sublicensees to cooperate, at each Party’s own expense, with the other Party to defend or prosecute
the claim. All costs and expenses of defending or prosecuting any such action or proceeding,
together with any recovery therefrom, will be borne by and accrue to the applicable Party or
sublicensee that is party to the action or proceeding.




          SECTION 6.5. Termination Prior to the Transition License Expiration Date.





     (a) Termination as a result of Disaffiliation. In the event of a Change of Control of
LPS, the license granted pursuant to Section 6.1 shall terminate, subject to the transition
period described in Section 6.5(c). If a member of the LPS Group ceases to be a member of
the LPS Group, then (x) all sublicenses from LPS to such member granted pursuant to LPS’s
rights under this Article VI shall terminate, subject to the transition period described in
Section 6.5(c).



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     (b) Termination for Insolvency. In the event that:




     (i) LPS or, if applicable, an LPS Subsidiary to which a sublicense hereunder
has been granted, shall admit in writing its inability to, or be generally unable
to, pay its debts as such debts become due; or




     (ii) LPS or, if applicable, an LPS Subsidiary to which a sublicense hereunder
has been granted, shall (1) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee, examiner or liquidator of
itself or of all or a substantial part of its property or assets, (2) make a general
assignment for the benefit of its creditors, (3) commence a voluntary case under the
Bankruptcy Code, (4) file a petition seeking to take advantage of any other law
relating to bankruptcy, insolvency, reorganization, liquidation, dissolution,
arrangement or winding up, or composition or readjustment of debts, (5) fail to
controvert in a timely and appropriate manner, or acquiesce in writing to, any
petition filed against it in an involuntary case under the Bankruptcy Code or
(6) take any corporate, partnership or other action for the purpose of effecting any
of the foregoing; or




     (iii) a proceeding or case shall be commenced, without the application or
consent of LPS or, if applicable, an LPS subsidiary to which a sublicense hereunder
has been granted, in any court of competent jurisdiction, seeking (1) its
reorganization, liquidation, dissolution, arrangement or winding-up, or the
composition or readjustment of its debts under the Bankruptcy Code, (2) the
appointment of a receiver, custodian, trustee, examiner, liquidator or the like of
such Party, or, if applicable, of such subsidiary, or of all or any substantial part
of its property or assets under the Bankruptcy Code or (3) similar relief in respect
of such Party or, if applicable, such subsidiary under any law relating to
bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of
debts, and such proceeding or case shall continue undismissed, or an order, judgment
or decree approving or ordering any of the foregoing shall be entered and continue
unstayed and in effect, for a period of sixty (60) days or more days; or




     (iv) an order for relief against LPS shall be entered in an involuntary case
under the Bankruptcy Code, which shall continue in effect for a period of sixty (60)
days or more;




then FIS may, by giving notice thereof to LPS, terminate the license granted under this
Article VI, and such termination shall become effective as of the date specified in such
termination notice; provided that where the conditions of this Section 6.5 are met
only as to an LPS Subsidiary to which a sublicense hereunder has been granted, then FIS’s
rights of termination are limited only to such LPS Subsidiary.




     (c) Transition Upon Termination. Upon any termination or expiration of any licenses or
sublicenses for the FIS Marks granted under this Article VI, LPS shall, and shall cause its
applicable sublicensees to, promptly cease all use of the applicable FIS Marks;
provided that in the event of a Change of Control of LPS, then (i) LPS shall



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promptly provide to FIS written notice of the Change of Control, and (ii) whether or
not such notice is so provided by LPS, FIS may, by written notice to LPS, terminate all
licenses and sublicenses of FIS Marks hereunder, with such termination to be effective at
the end of a transition period of three (3) months from the date of such notice (but not
later than the Transition License Expiration Date), and upon such termination, LPS shall
have ceased and shall have caused its sublicensees to cease, all use of the applicable FIS
Marks.




     (d) Abandonment. If FIS or a transferee intends to abandon all use of all marks
containing the word “Fidelity National Information Services”, FIS or such transferee shall
provide written notice to LPS of its intention to abandon such marks and LPS will have a
right to make an offer for the assignment of such marks and FIS will negotiate in good
faith, solely with LPS, for the subsequent thirty (30) days, to conclude a mutually
satisfactory transaction with respect to such assignment. If, at any time after providing
such notice of its intention to abandon such marks, FIS or a transferee proposes to assign
such marks, or any significant subset thereof, to a Person not affiliated with FIS or such
transferee, LPS shall be extended a right of first refusal to acquire any transferable
rights that FIS may have in such marks, which right shall be for a thirty (30) day period
from the date of receipt of written notice of such proposal to assign such marks. If prior
to expiration of the 30 day period, LPS has not provided written notice to FIS of its
agreement to exercise such right, FIS or a transferee may offer or assign such Marks to any
other Person.




     (e) Transition License Survival. The terms of Sections 3.2, 6.3, 6.5, 6.6, 7.5, and
Article VIII shall survive expiration or termination of this Article VI or any licenses or
sublicenses granted under this Article VI.



          SECTION 6.6. Unauthorized Use. LPS shall and shall cause its sublicensees to: (1)
notify FIS promptly of any unauthorized possession, use, or knowledge (collectively,
“Unauthorized Access”) of any of the FIS Marks by any Person which shall become known to
LPS, (2) promptly furnish to FIS full details of the Unauthorized Access and use reasonable efforts
to assist FIS in investigating or preventing the reoccurrence of any Unauthorized Access, (3)
cooperate with FIS in any litigation and investigation against third parties deemed necessary by
FIS to protect its proprietary rights, and (4) promptly take affirmative action to prevent a
reoccurrence of any such Unauthorized Access.




ARTICLE VII

INDEMNIFICATION




          SECTION 7.1. Indemnification by LPS. Without limiting the obligations of LPS under
the Assumption Agreement, LPS will indemnify, defend and hold harmless FIS, each member of the FIS
Group, each of their respective past, present and future Representatives, and each of their
respective successors and assigns (collectively, the “FIS Indemnified Parties”) from and
against any and all Indemnifiable Losses incurred or suffered by the FIS Indemnified Parties
arising or resulting from the following, whether, except as set forth below, such Indemnifiable
Losses arise or accrue prior to, on or following the Asset Contribution Date:




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     (a) (i) the ownership or operation of the assets or properties, or the operations or
conduct, of the Transferred Business or any other business of the LPS Group, whether arising
before or after the Asset Contribution Date, including without limitation any liabilities
arising out of or in connection with the employment agreements with any of the Transferred
Employees and (ii) the liabilities described on Schedule 7.1(a);




     (b) without limiting clause (a), any guarantee, indemnification obligation, surety bond
or other credit support arrangement by FIS or any of its Affiliates for the benefit of LPS
or any of LPS’s Affiliates or for the benefit of the Transferred Business, subject to any
limitations on liability in such agreement;




     (c) any untrue statement of, or omission to state, a material fact in the FIS Public
Filings to the extent it was as a result of information that LPS furnished to FIS, if such
statement or omission was made or occurred after the Asset Contribution Date; and




     (d) any untrue statement of, or omission to state, a material fact in any LPS Public
Filing, except to the extent the statement was made or omitted in reliance upon information
provided to LPS by FIS expressly for use in any such LPS Public Filing, or information
relating to and provided by any underwriter expressly for use in any registration statement
or prospectus.



          SECTION 7.2. Indemnification by FIS. FIS will indemnify, defend and hold harmless
each member of the LPS Group, each of their respective past, present and future Representatives,
and each of their respective successors and assigns (collectively, the “LPS Indemnified
Parties”) from and against any and all Indemnifiable Losses incurred or suffered by the LPS
Indemnified Parties arising or resulting from the following, whether, except as set forth below,
such Indemnifiable Losses arise or accrue prior to, on or following the Asset Contribution Date:










     (a) the ownership or operation of the assets or properties, or the operations or
conduct, of FIS and all other members of the FIS Group (other than (i) the Transferred
Business or any other business of the LPS Group and (ii) the liabilities described on
Schedule 7.1(a)), whether arising before or after the Asset Contribution Date;









     (b) any guarantee, indemnification obligation, surety bond or other credit support
arrangement by LPS or any of LPS’s Affiliates for the benefit of FIS or any of FIS’s
Affiliates (other than the Transferred Business), subject to any limitations on liability in
such agreement;









     (c) any untrue statement of, or omission to state, a material fact in the LPS Public
Filings regarding the FIS Group to the extent it was as a result of information that FIS
furnished to LPS or which LPS incorporated by reference from an FIS Public Filing; and









     (d) any untrue statement of, or omission to state, a material fact in any FIS Public
Filing, except to the extent the statement was made or omitted in reliance upon information
provided to FIS by LPS expressly for use in any such FIS Public Filing.



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          SECTION 7.3. Claim Procedure. 





     (a) Claim Notice. A Party that seeks indemnity under this Article VII (an
“Indemnified Party”) will give written notice (a “Claim Notice”) to the
Party from whom indemnification is sought (an “Indemnifying Party”), whether the
Damages sought arise from matters solely between the Parties or from Third Party Claims.
The Claim Notice must contain (i) a description and, if known, estimated amount (the
“Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by
the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to
the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of
those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying
the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation
hereunder except to the extent of any Damages caused by or arising out of such failure.




     (b) Response to Notice of Claim. Within thirty (30) days after delivery of a Claim
Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in
which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled
to receive all of the Claimed Amount, in which case the Indemnifying Party will pay the
Claimed Amount in accordance with a payment and distribution method reasonably acceptable to
the Indemnified Party; or (ii) dispute that the Indemnified Party is entitled to receive all
or any portion of the Claimed Amount, in which case, the Parties will resort to the dispute
resolution procedures set forth in Section 8.3.




     (c) Contested Claims. In the event that the Indemnifying Party disputes the Claimed
Amount, as soon as practicable but in no event later than ten (10) Business Days after the
receipt of the notice referenced in Section 7.3(b)(ii), the Parties will begin the process
of resolving the matter in accordance with the dispute resolution provisions of Section 8.3.
Upon ultimate resolution thereof, the Parties will take such actions as are reasonably
necessary to comply with such resolution.




     (d) Third Party Claims.




     (i) In the event that the Indemnified Party receives notice or otherwise learns
of the assertion by a Person who is not a member of either Group of any claim or the
commencement of any Action or Proceeding (collectively, a “Third-Party
Claim”) with respect to which the Indemnifying Party may be obligated to provide
indemnification under this Article VII, the Indemnified Party will give written
notification to the Indemnifying Party of the Third-Party Claim. Such notification
will be given within five (5) Business Days after receipt by the Indemnified Party
of notice of such Third-Party Claim, will be accompanied by reasonable supporting
documentation submitted by such third party (to the extent then in the possession of
the Indemnified Party) and will describe in reasonable detail (to the extent known
by the Indemnified Party) the facts constituting the basis for such Third-Party
Claim and the amount of the claimed Damages; provided, however, that
no delay or deficiency on the part of the Indemnified Party in so notifying the
Indemnifying Party will relieve the Indemnifying Party of any liability or
obligation hereunder except to the extent of any Damages



xxv









 







caused by or arising out of such failure. Within twenty (20) Business Days
after delivery of such notification, the Indemnifying Party may, upon written notice
thereof to the Indemnified Party, assume control of the defense of such Third-Party
Claim with counsel reasonably satisfactory to the Indemnified Party. During any
period in which the Indemnifying Party has not so assumed control of such defense,
the Indemnified Party will control such defense.




     (ii) The Party not controlling such defense (the “Non-controlling
Party”) may participate therein at its own expense; provided,
however, that if the Indemnifying Party assumes control of such defense and
the Indemnified Party concludes that the Indemnifying Party and the Indemnified
Party have conflicting interests or different defenses available with respect to
such Third-Party Claim, the reasonable fees and expenses of one separate counsel to
all Indemnified Parties will be considered “Damages” for purposes of this Agreement.
The Party controlling such defense (the “Controlling Party”) will keep the
Non-controlling Party reasonably advised of the status of such Third-Party Claim and
the defense thereof and will consider in good faith recommendations made by the
Non-controlling Party with respect thereto. The Non-controlling Party will furnish
the Controlling Party with such information as it may have with respect to such
Third-Party Claim (including copies of any summons, complaint or other pleading
which may have been served on such Party and any written claim, demand, invoice,
billing or other document evidencing or asserting the same) and will otherwise
cooperate with and assist the Controlling Party in the defense of such Third-Party
Claim.




     (iii) The Indemnifying Party will not agree to any settlement of, or the entry
of any judgment arising from, any such Third-Party Claim without the prior written
consent of the Indemnified Party, which consent will not be unreasonably withheld or
delayed; provided, however, that the consent of the Indemnified
Party will not be required if (A) the Indemnifying Party agrees in writing to pay
any amounts payable pursuant to such settlement or judgment, and (B) such settlement
or judgment includes a full, complete and unconditional release of the Indemnified
Party from further liability. The Indemnified Party will not agree to any
settlement of, or the entry of any judgment arising from, any such Third-Party Claim
without the prior written consent of the Indemnifying Party, which consent will not
be unreasonably withheld or delayed.



          SECTION 7.4. Contribution.





     (a) Relative Fault. If the indemnification provided for in this Article VII is
unavailable to, or insufficient to hold harmless an Indemnified Party under Section 7.1(c),
7.1(d), 7.2(c) or 7.2(d) hereof in respect of any Indemnifiable Losses referred to therein,
then each Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Indemnifiable Losses (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party
and the Indemnified Party in connection with the actions which resulted in Indemnifiable
Losses as well as any other relevant equitable considerations. The relative fault of such



xxvi









 







Indemnifying Party and Indemnified Party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact related to information supplied by such
Indemnifying Party or Indemnified Party, and the Parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.




     (b) Contribution Generally. The Parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 7.4 were determined by a pro rata
allocation or by any other method of allocation that does not take account of the equitable
considerations referred to in Section 7.4(a). The amount paid or payable by an Indemnified
Party as a result of the Indemnifiable Losses referred to in Section 7.4(a) shall be deemed
to include, subject to the limitations set forth above, any legal or other fees or expenses
reasonably incurred by such Indemnified Party in connection with investigating any claim or
defending any Action or Proceeding. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation.



          SECTION 7.5. Limitations.





     (a) Insurance Proceeds; Third Party Coverage. The amount of any Damages for which
indemnification is provided under this Agreement will be net of any amounts actually
recovered by the Indemnified Party from any third Person (including, without limitation,
amounts actually recovered under insurance policies) with respect to such Damages. Any
Indemnifying Party hereunder will be subrogated to the rights of the Indemnified Party upon
payment in full of the amount of the relevant indemnifiable Damages. An insurer who would
otherwise be obligated to pay any claim will not be relieved of the responsibility with
respect thereto or, solely by virtue of the indemnification provisions hereof, have any
subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a
third Person in respect of Damages for which indemnification is provided in this Agreement
after the full amount of such indemnifiable Damages has been paid by an Indemnifying Party
or after an Indemnifying Party has made a partial payment of such indemnifiable Damages and
the amount received from the third Person exceeds the remaining unpaid balance of such
indemnifiable Damages, then the Indemnified Party will promptly remit to the Indemnifying
Party the excess (if any) of (X) the sum of the amount theretofore paid by such Indemnifying
Party in respect of such indemnifiable Damages plus the amount received from the third
Person in respect thereof, less (Y) the full amount of such indemnifiable Damages.




     (b) Other Agreements. Notwithstanding anything to the contrary in Section 7.1 or
Section 7.2, (i) indemnification with respect to Taxes and with respect to Adverse
Consequences from the imposition of Taxes on FIS, LPS or the FIS stockholders with respect
to the Transactions shall be governed exclusively by the Tax Disaffiliation Agreement, and
(ii) to the extent the Employee Matters Agreement specifically provides indemnification with
respect to certain employee-related Liabilities, the Employee Matters Agreement shall govern
with respect to that indemnification. To the extent



xxvii









 







indemnification is not provided in any Related Party Agreements, the terms of this
Agreement shall govern.




     (c) Certain Damages Not Indemnified. EXCEPT AS OTHERWISE PROVIDED IN SCHEDULE
7.1(a), NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY RELATED PARTY
AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE OR
EXEMPLARY DAMAGES OR LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS, DATA, GOODWILL OR
OTHERWISE SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER, EXCEPT TO THE EXTENT AN
INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER
GROUP IN CONNECTION WITH A THIRD PARTY CLAIM.




     (d) Successors and Assigns. In the event that LPS or any of its successors or assigns
(i) consolidates or merges into any other Person and is not the continuing or surviving
corporation or entity of such consolidation or merger or (ii) transfers or conveys all or
substantially all of its properties and assets to any Person, then, and in each such case,
proper provision will be made so that the successors and assigns of LPS assume the
obligations set forth in this Article VII. In the event that FIS or any of its successors
or assigns (i) consolidates or merges into any other Person and is not the continuing or
surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys
all or substantially all of its properties and assets to any Person, then, and in each such
case, proper provision will be made so that the successors and assigns of FIS assume the
obligations set forth in this Article VII.




     (e) Payments Made on After-Tax Basis. In calculating any Indemnifiable Losses, there
shall be deducted any Tax benefit actually received by the applicable Indemnified Party or
any Affiliate thereof as a result of such Indemnifiable Losses, which Tax benefit shall be
calculated based on the actual combined federal and state Tax rate.



ARTICLE VIII




GENERAL PROVISIONS




          SECTION 8.1. Governing Law. The laws of the State of Florida (without reference to
its principles of conflicts of law) govern the construction, interpretation and other matters
arising out of or in connection with this Agreement (including, for the avoidance of doubt, those
claims or disputes referenced in Section 7.3(d)) and, unless expressly provided therein, each
Ancillary Agreement, and each of the exhibits and schedules hereto and thereto (whether arising in
contract, tort, equity or otherwise).




xxviii









 








          SECTION 8.2. Jurisdiction and Venue; Waiver of Jury Trial. Subject to Section 8.3, if
any Dispute (as defined in Section 8.3) arises out of or in connection with this Agreement or any
Ancillary Agreement or any of the transactions contemplated hereby, except as expressly
contemplated by another provision of this Agreement or such Ancillary Agreement, the Parties
irrevocably (and the Parties will cause each other member of their respective Group to irrevocably)
(a) consent and submit to the exclusive jurisdiction of federal and state courts located in Duval
County, Florida (a “Jacksonville Court”), (b) waive any objection to that choice of forum
based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST
EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.




          SECTION 8.3. Dispute Resolution.





     (a) Amicable Resolution. FIS and LPS mutually desire that friendly collaboration will
continue between them. Accordingly, they will try, and they will cause their respective
Subsidiaries to try, to resolve in an amicable manner all disagreements and
misunderstandings connected with their respective rights and obligations under this
Agreement or any Ancillary Agreements, including any amendments hereto or thereto. In
furtherance thereof, in the event of any dispute or disagreement between FIS or any FIS
Subsidiary, on the one hand, or LPS or any LPS Subsidiary, on the other hand, as to the
interpretation of any provision of this Agreement (including, without limitation, any use of
the FIS Marks) or any agreements related hereto or arising out of the transactions
contemplated by this Agreement, or the performance of obligations hereunder or thereunder
(each a “Dispute”), then unless otherwise expressly provided in such other
agreement, upon written request of either Party, the matter will be referred for resolution
to a steering committee established pursuant to this Section 8.3(a) (the “Steering
Committee”). The Steering Committee will have two members, one of whom will be
appointed by FIS and the other of whom will be appointed by LPS, and each of whom shall be a
senior executive of the Party appointing the member. The Steering Committee will make a
good faith effort to promptly resolve all Disputes referred to it. Steering Committee
decisions will be unanimous and will be binding on FIS and LPS. If the Steering Committee
does not agree to a resolution of a Dispute within fifteen (15) days after the reference of
the matter to it, the Dispute will be referred to the Chief Executive Officers of FIS and
LPS. If the Chief Executive Officers do not agree to a resolution of the Dispute within
fifteen (15) days after the reference of the matter to them, then the Parties will be free
to exercise the remedies available to them under applicable law, subject to Sections 8.3(b)
and 8.3(c).




     (b) Mediation. In the event any Dispute cannot be resolved in a friendly manner as set
forth in Section 8.3(a), the Parties intend that such Dispute be resolved by mediation. If
the Steering Committee and the Chief Executive Officers are unable to resolve the Dispute as
contemplated by Section 8.3(a), either FIS or LPS may demand mediation of the Dispute by
written notice to the other in which case the Parties will select a mediator within ten (10)
days after the demand. Neither Party may unreasonably withhold consent to the selection of
the mediator. Each of FIS and LPS will bear its own costs of mediation but both Parties
will share the costs of the mediator equally.



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     (c) Arbitration. In the event that the Dispute is not resolved in a friendly manner as
set forth in Section 8.3(a) or through mediation pursuant to Section 8.3(b), the latter
within thirty (30) days of the submission of the Dispute to mediation, either Party involved
in the Dispute may submit the dispute to binding arbitration pursuant to this Section
8.3(c). All Disputes submitted to arbitration pursuant to this Section 8.3(c) shall be
resolved in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, unless the Parties mutually agree to utilize an alternate set of rules, in
which event all references herein to the American Arbitration Association shall be deemed
modified accordingly. Expedited rules shall apply regardless of the amount at issue.
Arbitration proceedings hereunder may be initiated by either Party making a written request
to the American Arbitration Association, together with any appropriate filing fee, at the
office of the American Arbitration Association in Orlando, Florida. The arbitration shall
be by a single qualified arbitrator (“Arbitrator”) experienced in the matters at
issue, such Arbitrator to be mutually agreed upon by FIS and LPS. If the parties fail to
agree on an Arbitrator within thirty (30) days after notice of commencement of arbitration,
the American Arbitration Association shall, upon the request of any Party to the dispute or
difference, appoint the Arbitrator. All arbitration proceedings shall be held in the city
of Jacksonville, Florida in a location to be specified by the Arbitrator (or any place
agreed to by the Parties and the Arbitrator). Any order or determination of the arbitral
tribunal shall be final and binding upon the Parties to the arbitration as to matters
submitted and may be enforced by any Party to the Dispute in any court having jurisdiction
over the subject matter or over either Party. The Parties agree that the length of time to
be provided in any arbitration action to conduct discovery shall be limited to ninety (90)
days, the length of time to conduct the arbitration hearing shall be limited to ten (10)
days (with each Party having equal time) and that the Arbitrator shall be required to render
his or her decision within thirty (30) days of the completion of the arbitration hearing.
All costs and expenses incurred by the Arbitrator shall be shared equally by the Parties.
Each Party shall bear its own costs and expenses in connection with any such arbitration
proceeding. The use of any alternative dispute resolution procedures hereunder will not be
construed under the doctrines of laches, waiver or estoppel to affect adversely the rights
of either Party.




     (d) Non-Exclusive Remedy.




     (i) FIS and LPS acknowledge and agree that money damages would not be a
sufficient remedy for any breach of this Agreement by LPS or FIS, misuse of the FIS
Marks by LPS. Accordingly, nothing in this Section 8.3 will prevent either FIS or
LPS from seeking injunctive or similar relief in the event (A) any delay resulting
from efforts to mediate such Dispute could result in serious and irreparable injury
to FIS or LPS, or any of their respective Subsidiaries, (B) of any actual or
threatened breach of any provisions of this Agreement or (C) that the Dispute
relates to, or involves a claim of, actual or threatened infringement of any of the
FIS Marks. All actions for such injunctive or interim relief shall be brought in a
court of competent jurisdiction in accordance with this Agreement. Such remedy
shall not be deemed to be the exclusive remedy for breach of this Agreement.



xxx









 






     (ii) Nothing in this Section 8.3 will prevent either FIS or LPS from
immediately seeking injunctive or interim relief in the event of any actual or
threatened breach of any confidentiality provisions of this Agreement. If an
arbitral tribunal has not been appointed with respect to any Dispute at the time of
such actual or threatened breach, then either Party may seek such injunctive or
interim relief from any court with jurisdiction over the matter. If an arbitral
tribunal has been appointed with respect to any Dispute at the time of such actual
or threatened breach, then the Parties agree to submit to the jurisdiction of the
state and federal courts of Duval County, Florida, pursuant to Section 8.2, with
respect to such matter.




     (iii) Notwithstanding the provisions of this Section 8.3(d), FIS hereby agrees
that until the second anniversary of the Distribution Date, FIS will not commence
any action in any court of law or equity in any jurisdiction against LPS or any
member of the LPS Group for improper incidental use of the FIS Marks;
provided, however, that this shall not preclude FIS from commencing
legal action (the form and substance of which shall be in the sole discretion of
FIS) in the event that LPS or any sublicense of LPS uses any FIS Mark in any
advertising, marketing or other material commercial manner.




     (e) Commencement of Dispute Resolution Procedure. Notwithstanding anything to the
contrary in this Agreement or any agreements related hereto or arising out of the
transactions contemplated by this Agreement, FIS and LPS are the only parties entitled to
commence a dispute resolution procedure under this Agreement, whether pursuant to Section
7.3, this Section 8.3 or otherwise, and each Party will cause its respective Subsidiaries
not to commence any dispute resolution procedure other than through such Party as provided
in this Section 8.3(e).



          SECTION 8.4. Notices. All notices, requests, claims, demands and other communications
under this Agreement shall be in writing and shall be deemed given if (i) delivered personally,
(ii) sent by a nationally-recognized overnight courier (providing proof of delivery) or (iii) sent
by facsimile or electronic transmission (including email), provided that receipt of such facsimile
or electronic transmission is immediately confirmed by telephone, in each case to the Parties at
the following addresses, facsimile numbers or email address (or as shall be specified by like
notice):




          (a) if to FIS, to



Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, FL 32204

Phone: (904) 854-3453

Fax: (904) 357-1005

Attention: General Counsel

email: ron.cook@fnis.com




xxxi









 








          (b) if to LPS, to



Lender Processing Services, Inc.

601 Riverside Avenue

Jacksonville, FL 32204

Phone: (904) 854-8547

Fax: (904) 357-1036

Attention: General Counsel

email: todd.johnson@lpsvcs.com



Any notice, request or other communication given as provided above shall be deemed given to the
receiving Party (i) upon actual receipt, if delivered personally; (ii) on the next Business Day
after deposit with an overnight courier, if sent by a nationally-recognized overnight courier; or
(iii) upon confirmation of successful transmission if sent by facsimile or email (provided
that if given by facsimile or email, such notice, request or other communication shall be followed
up within one Business Day by dispatch pursuant to one of the other methods described herein).




          SECTION 8.5. Binding Effect and Assignment. This Agreement and each Ancillary
Agreement is binding upon and enforceable by the Parties and their respective successors and
assigns. This Agreement is for the sole benefit of the Parties hereto (and their respective
successors and assigns) and their respective Group members and, except for the indemnification
rights of the FIS Indemnified Parties and the LPS Indemnified Parties under this Agreement, nothing
in this Agreement, express or implied, is intended or shall be construed to confer any legal or
equitable rights, remedies or claims in favor of any Person (including any employee or stockholder
of FIS or LPS), other than the Parties signing this Agreement and their respective Group members.
Notwithstanding anything herein to the contrary, neither Party may assign any of its rights or
delegate any of its obligations under this Agreement (including without limitation the licenses set
forth in Articles VI or VII) or any Ancillary Agreement in whole or in part without the written
consent of the other Party which consent may be withheld in such Party’s sole and absolute
discretion, and any assignment or attempted assignment in violation of the foregoing will be null
and void. Notwithstanding the preceding sentence and subject to the requirements of Section
7.5(d), either Party may assign this Agreement and any Ancillary Agreement in connection with a
merger transaction in which such Party is not the surviving entity or the sale or other transfer of
all or substantially all of its assets.




          SECTION 8.6. Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision or portion of any provision of this Agreement or any Ancillary
Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.




          SECTION 8.7. Entire Agreement. This Agreement constitutes the entire final agreement
between the Parties, and supersedes all prior agreements and understandings, both written and oral,
between the Parties with respect to the subject matter of this Agreement.




xxxii









 







In the event of any conflict between any provision in this Agreement and any provision in any
Ancillary Agreement pertaining to the subject matter of such Ancillary Agreement, the specific
provisions in such Ancillary Agreement will control over the provisions in this Agreement.




          SECTION 8.8. Counterparts. The Parties may execute this Agreement in multiple
counterparts, each of which constitutes an original as against the Party that signed it, and all of
which together constitute one agreement. The signatures of both Parties need not appear on the
same counterpart. The delivery of signed counterparts by facsimile or email transmission that
includes a copy of the sending Party’s signature is as effective as signing and delivering the
counterpart in person.




          SECTION 8.9. Expenses. LPS shall be responsible for all costs (including third party
costs) incurred in connection with the Debt Exchange and the issuance, syndication and placement of
indebtedness of LPS under one or more credit facilities or bond or indenture facilities. Other
than as contemplated by the preceding sentence and except as otherwise set forth herein or in any
Ancillary Agreement, FIS shall be responsible for all costs (including third party costs) incurred
in connection with this Agreement.




          SECTION 8.10. Amendment. The Parties may amend this Agreement only by a written
agreement signed by each Party to be bound by the amendment and that identifies itself as an
amendment to this Agreement.




          SECTION 8.11. Waiver. The Parties may waive a provision of this Agreement only by a
writing signed by the Party intended to be bound by the waiver. A Party is not prevented from
enforcing any right, remedy or condition in the Party’s favor because of any course of dealing or
failure or delay in exercising any right or remedy or in requiring satisfaction of any condition,
except to the extent that the Party specifically waives the same in writing. A written waiver
given for one matter or occasion is effective only in that instance and only for the purpose
stated. A waiver once given is not to be construed as a waiver for any other matter or occasion.
Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive
of other remedies to which the injured Party may be entitled by law or equity in case of any breach
by the other Party of any provision in this Agreement, and a Party’s rights and remedies are
intended to be cumulative to the extent permitted by law and include any rights and remedies
authorized in law or in equity.




          SECTION 8.12. Construction of Agreement.





     (a) The captions, titles and headings, and table of contents, included in this
Agreement are for convenience only, and do not affect this Agreement’s construction or
interpretation. The Exhibits and the Schedules to this Agreement that are specifically
referred to herein are a part of this Agreement as if fully set forth herein. When a
reference is made in this Agreement to an Article or a Section, exhibit or schedule, such
reference will be to an Article or Section of, or an exhibit or schedule to, this Agreement
unless otherwise indicated.




     (b) Neither this Agreement nor any uncertainty or ambiguity herein shall be construed
against any Party under any rule of construction, and no Party shall be



xxxiii









 







considered the draftsman. The Parties acknowledge and agree that this Agreement has
been reviewed, negotiated, and accepted by both Parties and their attorneys and shall be
construed and interpreted according to the ordinary meaning of the words used so as fairly
to accomplish the purposes and intentions of both Parties hereto.



          SECTION 8.13. Transition License General Terms.





     (a) Relationship of the Parties. It is expressly understood and agreed that FIS and
LPS are not partners or joint venturers, and nothing contained herein, including without
limitation Article VI, is intended to create an agency relationship or a partnership or
joint venture with respect to rights granted herein. With respect to Article VI, neither
Party is an agent of the other and neither Party has any authority to represent or bind the
other Party as to any matters, except as authorized herein or in writing by such other Party
from time to time. As between the Parties, each Party shall be responsible for payment of
compensation to its employees and those of its subsidiaries, for any injury to them in the
course of their employment, and for withholding or payment of all federal, state and local
taxes or contributions imposed or required under unemployment insurance, social security and
income tax laws with respect to such persons.




     (b) Title 11. The license to the FIS Marks granted pursuant to Article VI is, for all
purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”) and to
the fullest extent permitted by law, licenses of rights to “intellectual property” as
defined in Title 11. The Parties agree that the licensee of any rights under Article VI
shall retain and may fully exercise all of its applicable rights and elections under Title
11.




     (c) UN Convention Disclaimed. The United Nations Convention on Contracts for the
International Sale of Goods is specifically excluded from application to the provisions of
Article VI.




     (d) Effectiveness. Notwithstanding the date hereof, the licenses granted by Article VI
shall become effective as of the date and time that the Distribution occurs.



          SECTION 8.14. Termination. This Agreement may be terminated only by mutual consent of
both FIS and LPS.




[signature page follows]




xxxiv









 








     IN WITNESS WHEREOF, FIS and LPS have caused this Agreement to be signed by their respective
officers thereunto duly authorized, all as of the date first written above.



	 	 	 	 	 
	 	FIDELITY NATIONAL INFORMATION SERVICES, INC.

 	 
	 	By  /s/ Lee A. Kennedy
 	 
	 	     Lee A. Kennedy 	 
	 	     President and Chief Executive Officer 	 
	 
	 	LENDER PROCESSING SERVICES, INC.

 	 
	 	By         /s/ Jeffrey S. Carbiener
 	 
	 	     Jeffrey S. Carbiener 	 
	 	     President and Chief Executive Officer 	 
	 




xxxv










 





Exhibit A

to the Contribution and Distribution Agreement




Form of LPS Term A Notes



[No
documentation was prepared per agreement between the parties since
the indebtedness was not represented by promissory notes and was
immediately exchanged for a like amount of FIS’s existing
Tranche B Term Loans issued under the FIS 2007 Credit Agreement
pursuant to the Debt Exchange.]




i









 








Exhibit B

to the Contribution and Distribution Agreement




Form of LPS Term B Notes



[No
documentation was prepared per agreement between the parties since
the indebtedness was not represented by promissory notes and was
immediately exchanged for a like amount of FIS’s existing
Tranche B Term Loans issued under the FIS 2007 Credit Agreement
pursuant to the Debt Exchange.]




ii









 








Exhibit C

to the Contribution and Distribution Agreement




Form of LPS Bond Indebtedness




[FACE OF NOTE]




Lender Processing Services, Inc.




8.125% Senior Note Due 2016




	 	 	 	 	 	 	 
	 

	 	[CUSIP] [CINS]
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	No.

	 	 	 	 	$	 
	 

	 	 	 	 	 	 





     Lender Processing Services, Inc., a Delaware corporation (the “Company”, which term includes
any successor under the Indenture hereinafter referred to), for value received, promises to pay to
___________, or its registered assigns, the principal sum of ________DOLLARS
($________) or such other amount as indicated on the Schedule of Exchange of Notes attached hereto on
July 1, 2016.



     Interest Rate: 8.125% per annum.



     Interest Payment Dates: January 1 and July 1, commencing January 1, 2009.



     Regular Record Dates: June 15 and December 15.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which will for all purposes have the same effect as if set forth at this place.



iii









 





     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.



	 	 	 	 	 
	Date: 	Lender Processing Services, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



iv









 






	 	 	 	 	 



(Form of Trustee’s Certificate of Authentication)





     This is one of the 8.125% Senior Notes Due 2016 described in the Indenture referred to in this
Note.



	 	 	 	 	 
	 	



U.S. Bank National Association

     Corporate Trust Services

     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




v









 





[REVERSE SIDE OF NOTE]




Lender Processing Services, Inc.




8.125% Senior Note Due 2016





	1.	 	Principal and Interest.





     The Company promises to pay the principal of this Note on July 1, 2016.



     The Company promises to pay interest on the principal amount of this Note on each interest
payment date, as set forth on the face of this Note, at the rate of 8.125% per annum (subject to
adjustment as provided below).



     Interest will be payable semiannually (to the holders of record of the Notes at the close of
business on the June 15 or December 15 immediately preceding the interest payment date) on each
interest payment date, commencing January 1, 2009.



     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated July 2, 2008, between the Company and the Initial Purchasers named therein (the “Registration
Rights Agreement”). In the event that the Exchange Offer is not completed (or, if required, the
Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared
effective) on or before the date that is the 210th day after the Issue Date (the
“Effectiveness Deadline”), the interest rate on this Note will increase by a rate of 0.25% per
annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day
period that such additional interest continues to accrue, provide that the rate at which such
additional interest accrues may in no event exceed 1.0% per annum) until the Exchange Offer is
completed or the Shelf Registration Statement is declared effective by the SEC.



     Interest on this Note will accrue from the most recent date to which interest has been paid on
this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in
the payment of interest and if this Note is authenticated between a regular record date and the
next interest payment date, from such interest payment date) or, if no interest has been paid, from
the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months.



     The Company will pay interest on overdue principal, premium, if any, and interest at a rate
per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal,
premium or interest not paid when due will be paid to the Persons that are Holders on a special
record date, which will be the 15th day preceding the date fixed by the Company for the payment of
such interest, whether or not such day is a Business Day. At least 15 days before a



vi









 







special record date, the Company will send to each Holder and to the Trustee a notice that
sets forth the special record date, the payment date and the amount of interest to be paid.




	2.	 	Indentures; Note Guaranty.





     This is one of the Notes issued under an Indenture dated as of July 2, 2008 (as amended from
time to time, the “Indenture”), among the Company, the Guarantors party thereto and U.S. Bank
National Association, Corporate Trust Services, as Trustee. Capitalized terms used herein are used
as defined in the Indenture unless otherwise indicated. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law,
in the event of any inconsistency between the terms of this Note and the terms of the Indenture,
the terms of the Indenture will control.



     The Notes are general unsecured obligations of the Company. The Indenture limits the original
aggregate principal amount of the Notes to $375,000,000, but Additional Notes may be issued
pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote
together for all purposes as a single class. This Note is guarantied, as set forth in Article 10
of the Indenture.




	3.	 	Redemption and Repurchase; Discharge Prior to Redemption or Maturity.





     This Note is subject to optional redemption, and may be the subject of an Offer to Purchase,
as further described in the Indenture. There is no sinking fund or mandatory redemption applicable
to this Note.



     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to
pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to
redemption or maturity, the Company may in certain circumstances be discharged from the Indenture
and the Notes or may be discharged from certain of its obligations under certain provisions of the
Indenture.




	4.	 	Registered Form; Denominations; Transfer; Exchange.





     The Notes are in registered form without coupons in denominations of $2,000 principal amount
and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of
Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Pursuant to the Indenture, there are certain periods during which



vii









 







the Trustee will not be required to issue, register the transfer of or exchange any Note or
certain portions of a Note.




	5.	 	Defaults and Remedies.





     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due
and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is
continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory
to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a
majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise
of remedies.




	6.	 	Amendment and Waiver.





     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be
waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes.
Without notice to or the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency if such amendment or supplement does not adversely affect the interests of the
Holders in any material respect.




	7.	 	Authentication.





     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of
authentication on the other side of this Note.




	8.	 	Governing Law.





     This Note shall be governed by, and construed in accordance with, the laws of the State of New
York.




	9.	 	Abbreviations.





     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to
Minors Act).



     The Company will furnish a copy of the Indenture to any Holder upon written request and
without charge.



viii









 





[FORM OF TRANSFER NOTICE]




     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto



Insert Taxpayer Identification No.




 





 




 
Please print or typewrite name and address including zip code of assignee




 
the within Note and all rights thereunder, hereby irrevocably constituting and appointing




 




attorney to transfer said Note on the books of the Company with full power of substitution in the
premises.




ix









 








[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL

CERTIFICATES BEARING A RESTRICTED LEGEND]




     In connection with any transfer of this Note occurring prior to ___________, the
undersigned confirms that such transfer is made without utilizing any general solicitation or
general advertising and further as follows:



Check One




     o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with
Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F
to the Indenture is being furnished herewith.



     o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from
registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and
certification in the form of Exhibit E to the Indenture is being furnished herewith.



or




     o (3) This Note is being transferred other than in accordance with (1) or (2) above and
documents are being furnished which comply with the conditions of transfer set forth in this Note
and the Indenture.



     If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note
in the name of any Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in the Indenture have been satisfied.



	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 
	 	 	 	 	 
Seller
	 
	 	 	 	 	 	 
	 
	 	 	 	By	 	 
	 

	 	 	 	 	 	 





	 	 	 
	 

	 	NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
within-mentioned instrument in every particular, without
alteration or any change whatsoever.






x









 





	 	 	 	 	 
	Signature Guarantee:5
	 	 	 	 
	 

	 

	 	 






	 	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 	 	To be executed by an executive officer








 




			
	5	 	Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Securities Transfer Association
Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.




xi









 










OPTION OF HOLDER TO ELECT PURCHASE




     If you wish to have all of this Note purchased by the Company pursuant to Section 4.12 or
Section 4.13 of the Indenture, check the box: 9



     If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.12
or Section 4.13 of the Indenture, state the amount (in original principal amount) below:



          $                                        .




Date:                                        




Your Signature:                                                            




(Sign exactly as your name appears on the other side of this Note)




Signature Guarantee:1                                                                             






 




			
	1	 	Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Trustee, which requirements
include membership or participation in the Securities Transfer Association
Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Trustee in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.




xii









 










SCHEDULE OF EXCHANGES OF NOTES1



The following exchanges of a part of this Global Note for Physical Notes or a part of another
Global Note have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal amount of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	this Global Note	 	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of	 
	 	 	in principal amount	 	 	in principal amount	 	 	decrease (or	 	 	authorized officer of	 
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	Trustee	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	1	 	For Global Notes






xiii












 








Exhibit D

to the Contribution and Distribution Agreement




Form of Assignment and Bill of Sale




     This Assignment and Bill of Sale (this “Assignment”) is entered into as of June 13,
2008, by and between Fidelity National Information Services, Inc., a Georgia corporation
(“Assignor”), and Lender Processing Services, Inc., a Delaware corporation
(“Assignee”).



     WHEREAS, Assignor and Assignee have executed and delivered a Contribution and Distribution
Agreement dated as of June 13, 2008 (the “Distribution Agreement”); and



     WHEREAS, in accordance with the Distribution Agreement, Assignor has agreed, among other
things, to transfer to Assignee all right, title and interest of Assignor in and to all of the
Other Assets (all capitalized terms appearing in this Assignment not otherwise defined in this
Assignment shall have the meanings assigned to such terms in the Distribution Agreement); and



     WHEREAS, the parties wish to enter into this Assignment in order to effectuate the transfer
and assignment by Assignor of the Other Assets;



     NOW, THEREFORE, in consideration of the obligations under the Distribution Agreement and the
mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignee and Assignor hereby agree as follows:



          1. Transfer and Assignment. Assignor, pursuant to the Distribution Agreement, hereby
conveys, transfers, assigns and delivers to Assignee all of Assignor’s right, title and interest in
and to each of the Other Assets.




          2. No Conflict With Distribution Agreement. This Assignment is an instrument of
transfer contemplated by, is executed pursuant to, and is subject to the terms, conditions,
representations, warranties and covenants set forth in the Distribution Agreement. Nothing
contained in this Assignment shall be deemed to supersede, amend or modify any of the terms,
conditions or provisions (including the representations and warranties) of the Distribution
Agreement or any rights or obligations of the parties under the Distribution Agreement and, to the
extent of any conflict between the Distribution Agreement and this Assignment, the terms and
provisions of the Distribution Agreement shall prevail.




          3. No Assumption. Nothing express or implied in this Assignment shall be




xiv









 




deemed to be an assumption by Assignee of any obligations or liabilities of Assignor, other than
the obligations and liabilities relating directly to, or arising directly out of or in connection
with the Other Assets.




          4. Further Assurances. The parties hereby agree that each of them shall take such
action, and execute and deliver all such instruments of sale, transfer, assignment and conveyance
and all such notices, releases, acquittances, certificates of title, deeds and other documents, as
may be necessary or appropriate to sell, transfer, assign and convey to and vest in Assignee title
to the Other Assets. In furtherance of the foregoing, the parties hereby agree that if any
properties, contracts, or other assets are contemplated to be transferred, assigned or otherwise
conveyed to Assignee pursuant to the Asset Contribution contemplated by the Distribution Agreement,
but such properties, contracts or assets cannot be so transferred, assigned or conveyed hereunder
for any reason (including without limitation the failure to timely obtain a required third party or
governmental consent or approval), then the rights and economic benefits of such properties,
contracts or assets shall accrue or otherwise be credited to Assignee until such time as the
applicable properties, contracts or assets can be properly and fully transferred, assigned or
conveyed by Assignor to Assignee.




          5. Binding Agreement; No Third Party Rights. This Assignment and the covenants and
agreements herein contained shall inure to the benefit of and shall bind the respective parties
hereto and their respective successors and assigns. Nothing is this Assignment, expressed or
implied, is intended to confer on any person other than Assignee and its successors and assigns,
any rights, remedies, obligations or liabilities under or by reason of this Assignment.




          6. Governing Law; Waiver of Jury Trial. This Assignment shall be construed and
interpreted according to the laws of the State of Florida. EACH OF THE PARTIES HERETO WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




          7. Entire Agreement. This Assignment, together with the Distribution Agreement,
contains the entire agreement between the parties hereto with respect to the subject matter hereof,
and supersedes all prior agreements and understandings, oral or written, between the parties with
respect thereto.




          8. Counterparts. This Assignment may be executed in counterparts (including by
facsimile transmission), each of which shall be deemed an original but all of which shall
constitute one and the same instrument.




[signature page follows]




xv









 








          IN WITNESS WHEREOF, this Assignment has been executed by the parties hereto as of the date
first above written.




	 	 	 	 	 
	 	ASSIGNOR:



FIDELITY NATIONAL INFORMATION SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	     Lee A. Kennedy 	 
	 	 	     President and Chief Executive Officer 	 
	 
	 	ASSIGNEE:



LENDER PROCESSING SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	     Jeffrey S. Carbiener 	 
	 	 	     President and Chief Executive Officer 	 



xvi









 






	 	 	 	 	 



Exhibit E

to the Contribution and Distribution Agreement




Form of Assumption Agreement





     ASSUMPTION AGREEMENT is entered into effective as of June 13, 2008 (this “Agreement”),
by Lender Processing Services, Inc., a Delaware corporation (“LPS”), in favor of Fidelity
National Information Services, Inc., a Georgia corporation (“FIS” and, together with LPS,
the “Parties”).



     W I T N E S S E T
H:



     WHEREAS, the Parties have entered into a Contribution and Distribution Agreement, dated as of
June 13, 2008 (the “Distribution Agreement”), pursuant to which, among other things, LPS
has agreed to assume certain liabilities of FIS; and



     WHEREAS, capitalized terms used herein without definition shall have the respective meanings
set forth in the Distribution Agreement;



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:



     1. Assumption of Liabilities. Pursuant to the Distribution Agreement, LPS hereby
assumes and agrees to pay, honor and discharge when due all of the Assumed Liabilities in
accordance with their respective terms and subject to all of FIS’s associated rights, claims and
defenses. In furtherance of the foregoing, the parties hereby agree that if any of the liabilities
contemplated to be assumed by Assignee pursuant to the Distribution Agreement cannot be so assumed
hereunder for any reason (including without limitation the failure to timely obtain a required
third party or governmental consent or approval), then the financial responsibility for such
liabilities shall accrue or otherwise be debited to Assignee until such time as the applicable
liabilities can be properly and fully assumed by Assignee.



     2. Third Parties. The assumption by LPS of the liabilities of FIS herein provided is
not intended by the Parties to expand the rights and remedies of any third party against LPS in
respect of such liabilities as compared to the rights and remedies which such third party would
have had against FIS in respect of such liabilities had the Parties not consummated the
transactions contemplated by the Distribution Agreement. Nothing contained herein shall, or shall
be construed to, prejudice the right of LPS to contest any claim or demand with respect to any
obligation, liability or commitment assumed hereunder and LPS shall have all rights which FIS may
have or have had to defend or contest any such claim or demand.



     3. LPS’s Rights. FIS hereby irrevocably constitutes and appoints LPS (and each of
LPS’s successors and permitted assigns) its true and lawful attorney-in-fact and agent, with full
power of substitution, in its name or otherwise, to pay, discharge, adjust, settle or compromise
any Assumed Liabilities, to prosecute or defend any action or claim in connection therewith, and,
if applicable, to submit to arbitration any controversy relating thereto; provided that
without



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FIS’s consent, LPS shall not agree to any settlement of an Assumed Liability unless (i) such
settlement does not impose any obligation on FIS other than the payment of money (which LPS shall
pay as agreed herein), and (ii) if such settlement relates to a pending or threatened Action or
Proceeding, such settlement includes a release of FIS from further liability in connection with the
Assumed Liabilities being settled.



     4. Subject to the Distribution Agreement. The scope, nature and extent of the Assumed
Liabilities are expressly set forth in the Distribution Agreement. Nothing contained herein shall
itself change, amend, extend or alter (nor shall it be deemed or construed as changing, amending,
extending or altering) the terms or conditions of the Distribution Agreement with respect thereto
in any manner whatsoever.



     5. Successors and Assigns. This Agreement shall be binding on, inure to the benefit
of, and be enforceable by, the Parties and their respective successors and assigns.



     6. Entire Agreement; Third-Party Beneficiaries. This Agreement and the other
agreements referred to herein constitute the entire agreement, and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the subject matter of
this Agreement. This Agreement is for the sole benefit of the parties hereto and their respective
successors and permitted assigns and nothing in this Agreement, express or implied, is intended or
shall be construed to confer upon any Person other than the parties hereto and their respective
successors and permitted assigns any legal or equitable rights, remedies or claims.



     7. Headings. The headings contained in this Agreement are for purposes of convenience
only and shall not affect the meaning or interpretation of this Agreement.



     8. Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each Party and delivered to the other Party.



     9. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.



     10. Amendment. The parties may amend this Agreement only by a written agreement
signed by each party to be bound by the amendment and that identifies itself as an amendment to
this Agreement.



[signature page follows]




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          IN WITNESS WHEREOF, the Parties have duly executed this Assumption Agreement as of the date
first above written.




	 	 	 	 	 
	 	LENDER PROCESSING SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	     Jeffrey S. Carbiener 	 
	 	 	     President and Chief Executive Officer 	 
	 
	 
	 	FIDELITY NATIONAL INFORMATION SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	     Lee A. Kennedy 	 
	 	 	     President and Chief Executive Officer 	 



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Schedule I

to the Contribution and Distribution Agreement




Subject Companies




A.S.A.P. Legal Publication Services, Inc. (100%)

APTitude Solutions, Inc. (100%)

Arizona Sales and Posting, Inc. (100%)

Chase Vehicle Exchange, Inc. (100%)

DOCX, LLC (100%)

Espiel, Inc. (100%)

Fidelity National Agency Sales and Posting (100%)

Fidelity National Loan Portfolio Services, Inc. (100%)

Fidelity National Loan Portfolio Solutions, LLC (100%)

Financial Systems Integrators, Inc. (100%)

FIS Asset Management Solutions, Inc. (100%)

FIS Capital Markets, LLC (100%)

FIS Data Services, Inc. (100%)

FIS Field Services, Inc. (100%)

FIS Flood Services, LP (100%)

FIS Foreclosure Solutions Inc. (100%)

FIS Tax Services, Inc. (100%)

FIS Valuation Solutions, LLC (100%)

FNIS Flood Group, LLC (100%)

FNIS Flood of California, LLC (100%)

FNIS Intellectual Property Holdings, Inc. (100%)

FNIS Services, Inc. (100%)

FNRES Holdings, Inc. (39%)



DPN, LLC (39% through the 100% ownership by FNRES Holdings, Inc.)

Fidelity National Real Estate Solutions, LLC (39% through the 100% ownership by FNRES Holdings, Inc.)

FNRES Insurance Services, LLC (39% through the 100% ownership by FNRES Holdings, Inc.)

FNRES License Holdings, Inc. (39% through the 100% ownership by FNRES Holdings, Inc.)

Go Apply LLC (39% through the 100% ownership by FNRES Holdings, Inc.)

Go Holdings, Inc. (39% through the 100% ownership by FNRES Holdings, Inc.)




Geotrac, Inc. (100%)

Indiana Residential Nominee Services, LLC (100%)

I-Net Reinsurance, Ltd. (100%)

Investment Property Exchange Services, Inc. (100%)

Lender’s Service Title Agency, Inc. (100%)

LPS IP Holding Company, LLC (100%)

LPS Management, LLC (100%)

LRT Record Services, Inc. (100%)

LSI Alabama, LLC (100%)

LSI Appraisal, LLC (100%)

LSI Maryland, Inc. (100%)




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LSI Title Agency Inc. (100%)

LSI Title Company (100%)

LSI Title Company of Oregon, LLC (100%)

LSI Title Insurance Agency of Utah, Inc. (100%)

Maine Residential Nominee Services, LLC (100%)

Massachusetts Residential Nominee Services, LLC (100%)

McDash Analytics LLC (100%)

National Residential Nominee Services, Inc. (100%)

National Safe Harbor Exchanges (100%)

National Title Insurance of New York, Inc. (100%)

New Invoice, LLC (100%)

One Point City, LLC (100%)

Real EC Data Exchange, LLC (100%)

RealEC Technologies, Inc. (56%)

Real Info, LLC (50%)

Residential Lending Services, Inc. (100%)

Softpro, LLC (100%)

Strategic Property Investments, Inc. (100%)

Vermont Residential Nominee Services, LLC (100%)




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Schedule 2.2(a)

to the Contribution and Distribution Agreement




Transferred Employee Employment Agreements




[This Schedule has been omitted in its entirety and filed separately with the Securities and
Exchange Commission as part of an application for confidential treatment pursuant to the Securities
Exchange Act of 1934, as amended.]





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Schedule 5.5

to the Contribution and Distribution Agreement




Related Party Agreements 




Agreements with FIS





	•	 	Tax Disaffiliation Agreement dated as of the Distribution Date between FIS and LPS






	•	 	Employee Matters Agreement dated as of the Asset Contribution Date between FIS and LPS






	•	 	FIS Corporate and Transitional Services Agreement dated as of the Distribution Date between
FIS and LPS






	•	 	FIS Reverse Corporate and Transitional Services Agreement dated as of the Distribution Date
between LPS and FIS






	•	 	FIS Master Accounting and Billing Agreement dated as of the Distribution Date between FIS and
LPS






	•	 	Aircraft Interchange Agreement dated as of the Distribution Date among FNF, FIS and LPS






	•	 	Lease Agreement dated as of the Asset Contribution Date between LPS, as landlord, and FIS, as
tenant






	•	 	Various Interchange Subscriber Agreements dated various dates between 2002 and 2008 between
various subsidiaries of FIS and LPS [existing agreements that are being assigned from FIS to
LPS]






	•	 	Master Services Agreement dated as of the Distribution Date between LPS and Fidelity
Information Services, Inc. (Arkansas) with respect to services from Fidelity Information
Services India Private Limited and eFunds International (India) Private Limited






	•	 	Various Assignments, Assumption Agreements and Acknowledgements regarding existing agreements
between members of the FNF Group and the LPS Group





Agreements with FNF





	•	 	FNF Corporate Services Agreement dated as of the Distribution Date between FNF and LPS






	•	 	FNF Master Accounting and Billing Agreement dated as of the Distribution Date between FNF and
LPS




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	•	 	Master Information Technology and Application Development Services Agreement dated as of the
Distribution Date between LPS and FNF






	•	 	Aircraft Interchange Agreement dated as of the Distribution Date among FNF, FIS and LPS (same
agreement with FIS — see above)






	•	 	Property Management Agreement dated as of the Distribution Date between FNF, as property
owner, and LPS, as property manager






	•	 	Lease Agreement dated as of the Asset Contribution Date between LPS, as landlord, and FNF, as
tenant






	•	 	Sublease Agreement dated as of the Asset Contribution Date between FNF, as sublessor, and
LPS, as sublessee






	•	 	Amended and Restated OTS Gold Software License Agreement dated as of February 1, 2006 between
Rocky Mountain Support Services, Inc., a subsidiary of FNF, and FIS Tax Service, Inc., a
subsidiary of LPS [existing agreement — no new agreement to be executed or delivered]






	•	 	Amended and Restated SIMON Software License Agreement dated as of February 1, 2006 between
Rocky Mountain Support Services, Inc., a subsidiary of FNF, and FIS Tax Service, Inc., a
subsidiary of LPS [existing agreement — no new agreement to be executed or delivered]






	•	 	Amended and Restated TEAM Software License Agreement dated as of February 1, 2006 between
Rocky Mountain Support Services, Inc., a subsidiary of FNF, and FIS Tax Service, Inc., a
subsidiary of LPS [existing agreement — no new agreement to be executed or delivered]






	•	 	SoftPro Software License Agreement dated as of June 1, 2006 between FNF and SoftPro LLC
[existing agreement that is being assigned from FIS to LPS]






	•	 	Amended and Restated Starters Repository Access Agreement dated as of February 1, 2006
between FNF and LPS [existing agreement that is being assigned from FIS to LPS]






	•	 	Amended and Restated Back Plant Repository Access Agreement dated as of February 1, 2006
between FNF and LPS [existing agreement that is being assigned from FIS to LPS]






	•	 	Amended and Restated eLender Services Agreement effective as of March 5, 2005 among LPS, LSI
Title Company, FNF, and Rocky Mountain Support Services, Inc., as assigned by Fidelity
National Information Services, LLC to LPS and amended pursuant to the Assignment, Assumption
and Amendment dated as of the Contribution Agreement among Fidelity National Information
Services, LLC, LSI Title Company, FNF and Rocky Mountain Support Services, Inc., and LPS
[existing agreement that is being assigned and amended]




xxiv









 












	•	 	Various Issuing Agency Agreements, dated various dates during 2004 — 2006, between Chicago
Title Insurance Company, a subsidiary of FNF, and various LSI subsidiaries of LPS [existing
agreements — no new agreements to be executed or delivered]






	•	 	Various Issuing Agency Agreements, dated various dates during 2004 — 2006, between Fidelity
National Title Insurance Company, a subsidiary of FNF, and various LSI subsidiaries of LPS
[existing agreements — no new agreements to be executed or delivered]






	•	 	Various Tax Service Agreements, dated various dates from 2002 to 2006, between FIS Tax
Services, Inc., a subsidiary of LPS, and various title insurance subsidiaries of FNF [existing
agreements — no new agreements to be executed or delivered]






	•	 	Flood Zone Determination Agreement dated as of December 28, 2004 between FNIS Flood Group,
LLC, a subsidiary of LPS, and Ticor Title Insurance Company, a subsidiary of FNF [existing
agreement — no new agreement to be executed or delivered]






	•	 	Flood Zone Determination Agreement dated September 1, 2006, between FNIS Flood Services,
L.P., through its LSI Flood Services division, a subsidiary of LPS, and Fidelity National
Insurance Services, a subsidiary of FNF [existing agreement — no new agreement to be executed
or delivered]






	•	 	National Master Services Agreement dated as of November 1, 2006 between Property Insight LLC,
a subsidiary of FNF, and LSI Title Insurance Company, a subsidiary of LPS [existing agreement
 — no new agreement to be executed or delivered]






	•	 	Title Production Services Agreement dated as of June 5, 2007 between Property Insight LLC, a
subsidiary of FNF, and Fidelity National Default Solutions, Inc., a subsidiary of LPS
[existing agreement — no new agreement to be executed or delivered]






	•	 	Special Services Agreements dated various dates in 2007 between Property Insight LLC, a
subsidiary of FNF, and various LSI subsidiaries of LPS [existing agreements — no new
agreements to be executed or delivered]






	•	 	Interchange Subscriber Agreements dated various dated between 2002 and 2008 between various
subsidiaries of FNF and LPS [existing agreements that are being assigned from FIS to LPS]





Agreements to be Terminated





	•	 	Lease Agreement dated as of October 23, 2006 between FIS, as landlord, and FNF, as tenant






	•	 	Telecommunications Services Agreement dated as of October 23, 2006 between FIS, as service
provider, and FNF, as service recipient




xxv









 












	•	 	Property Management Services Agreement dated as of October 23, 2006 between FNF, as property
owner, and FIS, as property manager






	•	 	Amended and Restated Reverse Corporate Services Agreement dated as of October 23, 2006
between FIS, as service provider, and FNF, as service recipient






	•	 	Cost Sharing Agreement dated as of October 23, 2006 between FNF and FIS regarding aircraft
costs




Other Relevant Agreements to be Executed by the One or Both Parties in connection with the
Spin-off that are not Related Party Agreements





	•	 	Amended and Restated Corporate Services Agreement dated as of October 23, 2006 between FNF
and FIS






	•	 	Amended and Restated Master Accounting and Billing Agreement dated as of the Distribution
Date between FNF and FIS






	•	 	Master Information Technology Services Agreement dated as of the Distribution Date between
FIS and FNF






	•	 	Amended and Restated Sublease Agreement dated as of the Asset Contribution Date between FNF,
as sublessor, and FIS, as sublessee






	•	 	Flightworks Aviation Management Agreement dated as of the Distribution Date between LPS, as
aircraft lessor, and Flightworks Incorporated, as aviation manager




xxvi









 











Schedule 5.6

Repayment of Intercompany Obligations



[to come]




xxvii









 








Schedule 7.1(a)

to the Contribution and Distribution Agreement




Liabilities Requiring Indemnification





[This Schedule has been omitted in its entirety and filed separately with the Securities and
Exchange Commission as part of an application for confidential treatment pursuant to the Securities
Exchange Act of 1934, as amended.]





xxviii