lender and L/C issuer, and Bank of America, N.A., as swing line lender; and the InitialTranche B Lenders desire to exchange such FNIS Tranche B Loans for such Spinco Term Loans; and     WHEREAS, pursuant to the terms below, FNIS desires to exchange 100% of the Spinco Senior Notesfor a portion of the FNIS Tranche B Loans to be held by the Investment Banks; and the InvestmentBanks desire to exchange such FNIS Tranche B Loans for such Spinco Senior Notes.     NOW THEREFORE, in consideration of the representations, warranties and agreements contained inthis Agreement, the parties agree as follows:     1. *The Exchange*.     (a) Subject to the terms and conditions and in reliance upon the representations andwarranties in this Agreement, at the Closing (as defined below):     (i) FNIS will transfer and deliver to the Initial Tranche B Lenders, and theInitial Tranche B Lenders will accept, the Spinco Term Loans of the type and in theprincipal amounts set forth on Schedule II.A hereto;     (ii) the Initial Tranche B Lenders will transfer and deliver to FNIS, and FNISwill accept from the Initial Tranche B Lenders, the FNIS Tranche B Loans in anaggregate principal amount of $1,210,000,000 (with the applicable principal amountfor each Initial Tranche B Lender set forth on Schedule I.A hereto) (the“Exchange FNIS Term Obligations”);     (iii) FNIS will transfer and deliver to the Investment Banks, and theInvestment Banks will accept, the Spinco Senior Notes in the principal amounts setforth on Schedule II.B hereto; and     (iv) the Investment Banks will transfer and deliver to FNIS, and FNIS willaccept from the Investment Banks, FNIS Tranche B Loans in an aggregate principalamount of $375,000,000 (with the applicable principal amount for each InvestmentBank set forth on Schedule I.B hereto) (the “Exchange FNIS NotesObligations” and, together with the Exchange FNIS Term Obligations, the“Exchange FNIS Debt Obligations”).     (b) The exchange of the Spinco Debt for the Exchange FNIS Debt Obligations (the“Closing”) shall occur at the office of Davis Polk & Wardwell, 450 Lexington Ave,New York, New York (or at such other location or locations as may be agreed upon by theExisting Tranche B Lenders and FNIS), following the Contribution but prior to thedistribution by FNIS of all of the issued and outstanding shares of Spinco’s common stock ona pro rata basis to holders of the FNIS common stock in accordance with the DistributionAgreement (the “Spin-Off”), subject to satisfaction (or waiver) of the conditionsset forth in Section 5 of this Agreement; *provided*that the Closing shall not occur prior toJuly 1, 2008 (the “Closing Date”). At the Closing, (i) the Initial Tranche BLenders shall assign to FNIS their holdings of the Exchange FNIS Term Obligations inaccordance with the Existing FNIS Credit Agreement, and FNIS shall assign to the Initial
 

 
Tranche B Lenders, the Spinco Term Loans as provided in this Agreement and (ii) theInvestment Banks shall assign to FNIS their holdings of the Exchange FNIS Notes Obligationsin accordance with the Existing FNIS Credit Agreement, and FNIS shall assign or otherwisedeliver to the Investment Banks or their respective affiliates, as directed, the SpincoSenior Notes as provided in this Agreement.     2. *Assignment of Spinco Debt by FNIS to the Existing Tranche B Lenders*.     (a) Effective as of the Closing, in consideration for the Exchange FNIS TermObligations, (i) FNIS hereby assigns to the Initial Tranche B Lenders all of its rights andobligations arising out of or in respect of the Spinco Term A Loans and Spinco Term B Loans,(ii) each of the Initial Tranche B Lenders hereby severally irrevocably assumes all of FNIS’rights and obligations arising out of or in respect of the Spinco Term A Loans and SpincoTerm B Loans equal to an amount set forth opposite such Initial Tranche B Lender’s name onSchedule II.A under the columns “Principal Amount of Spinco Term A Loans” and “PrincipalAmount of Spinco Term B Loans”, respectively, (iii) the Spinco Facility AdministrativeAgent hereby consents to such assignment and assumption and (iv) Spinco hereby consents tosuch assignment and assumption. Each of the parties to this Agreement agrees that theassignment by FNIS of the Spinco Term Loans and the assumption thereof by the InitialTranche B Lenders as provided for in this Agreement shall be deemed to be the “Assignmentand Assumption” required by Section 10.07 of the Spinco Credit Agreement, and the SpincoFacility Administrative Agent hereby waives the processing and recordation fee payable underSection 10.07(d)(iv) of the Spinco Credit Agreement in respect of each such assignment byFNIS.     (b) Effective as of the Closing, (i) FNIS hereby assigns to the Investment Banks all ofits rights and obligations arising out of or in respect of the Spinco Senior Notes and (ii)each of the Investment Banks hereby severally irrevocably assumes all of FNIS’ rights andobligations arising out of or in respect of the Spinco Senior Notes equal to an amount setforth opposite such Investment Bank’s name on Schedule II.B.     3. *Assignment of FNIS Tranche B Loans by the Existing Tranche B Lenders to FNIS*.     (a) Effective as of the Closing, in consideration for the Spinco Debt, (i) each of theExisting Tranche B Lenders shall assign to FNIS all of their respective rights andobligations arising out of or in respect of the FNIS Tranche B Loans (and FNIS shallirrevocably assume all of the Existing Tranche B Lenders’ rights and obligations arising outof or in respect of the FNIS Tranche B Loans) by executing and delivering an Assignment andAssumption in the form attached hereto under Schedule III (the “Assignment”), witheach Existing Tranche B Lender agreeing to transfer that amount of FNIS Tranche B Loans asis set forth with respect to such Existing Tranche B Lender on Schedule I hereto, (ii) theFNIS Facility Administrative Agent hereby agrees to execute the Assignment to evidence itsconsent thereto as required by Section 11.07 of the Existing FNIS Credit Agreement and itsapproval of FNIS as an “Eligible Assignee” (as defined under the Existing FNIS CreditAgreement) of the FNIS Tranche B Loans and (iii) FNIS hereby agrees to execute theAssignment to evidence its consent thereto as required by Section 11.07 of the Existing FNISCredit Agreement and its approval of FNIS as an
 

 
“Eligible Assignee” (as defined under the Existing FNIS Credit Agreement) of the FNISTranche B Loans. The FNIS Facility Administrative Agent hereby waives the processing andrecordation fee payable under Section 11.07(d)(iv) of the FNIS Credit Agreement in respectof each such Assignment.     *4. Representations and Warranties.*     (a) FNIS hereby represents and warrants to Spinco and each Existing Tranche B Lenderthat:     (i) FNIS is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Georgia. FNIS has all requisite corporatepower and authority to enter into this Agreement and to perform its obligationshereunder. This Agreement has been duly executed and delivered by FNIS andconstitutes a legal, valid and binding obligation of FNIS, enforceable against FNISin accordance with its terms, except as enforceability may be limited by applicablebankruptcy, insolvency or similar laws affecting the enforcement of creditors’rights generally or by equitable principles relating to enforceability.     (ii) No consent, approval, license, permit, order or authorization of, orregistration, declaration or filing with, any Federal, state, local or foreigngovernment or any court of competent jurisdiction, administrative agency orcommission or other governmental authority or instrumentality, domestic or foreign(a “Governmental Entity”) or nongovernmental third party is required to beobtained or made by or with respect to FNIS or any of its subsidiaries (excludingSpinco and its subsidiaries, which are instead covered by the representations inSection 4(b) below) in connection with the execution, delivery and performance ofthis Agreement by FNIS except as have been previously obtained or made (or as willhave been obtained or made on or prior to the Closing).     (iii) Neither the exchange of the Spinco Debt nor the performance of any ofthe other obligations of FNIS hereunder will (A) constitute a Default under (and asdefined in) the Existing FNIS Credit Agreement and related loan documents or (B)result in a breach of any of the terms and provisions of, or constitute a defaultunder, (1) any other indenture, mortgage, deed of trust or other agreement orinstrument to which FNIS or any of its subsidiaries (excluding Spinco and itssubsidiaries, which are instead covered by the representations in Section 4(b)below) is a party or by which it is bound, or (2) FNIS’s certificate ofincorporation or bylaws or the corporate governance documents of any of FNIS’ssubsidiaries (excluding Spinco and its subsidiaries, which are instead covered bythe representations in Section 4(b) below), or (3) any order, rule or regulationapplicable to FNIS or any of its subsidiaries (excluding Spinco and itssubsidiaries, which are instead covered by the representations in Section 4(b)below) of any Governmental Entity having jurisdiction over FNIS or any of itssubsidiaries (excluding Spinco and its
 

 
subsidiaries, which are instead covered by the representations in Section 4(b)below) or their respective properties, except with respect to any breach referredto in clause (B)(1) or clause (B)(3) as would not materially and adversely affectthe performance of FNIS’ obligations hereunder.     (iv) Prior to the Closing, FNIS will have good and valid title to the SpincoDebt, free and clear of any liens, claims, encumbrances, security interests,options, charges or restrictions of any kind (collectively, “Liens”). Upondelivery of the Spinco Debt by FNIS to the Existing Tranche B Lenders at theClosing in exchange for the Exchange FNIS Debt Obligations, the Existing Tranche BLenders will acquire good and valid title to such Spinco Debt, free and clear ofany Liens.     (v) FNIS has made its own independent inquiry as to the legal, tax andaccounting aspects of the transactions contemplated by this Agreement, and FNIS hasnot relied on Spinco or the Existing Tranche B Lenders or their respective legalcounsel or other advisors for legal, tax or accounting advice in connection withthe transactions contemplated by this Agreement..     (b) Spinco hereby represents and warrants to FNIS and each Existing Tranche B Lenderthat:     (i) Spinco is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Delaware. Spinco has all requisitecorporate power and authority to enter into this Agreement and to perform itsobligations hereunder. This Agreement has been duly executed and delivered bySpinco and constitutes a legal, valid and binding obligation of Spinco, enforceableagainst Spinco in accordance with its terms, except as enforceability may belimited by applicable bankruptcy, insolvency or similar laws affecting theenforcement of creditors’ rights generally or by equitable principles relating toenforceability.     (ii) No consent, approval, license, permit, order or authorization of, orregistration, declaration or filing with, any Governmental Entity ornongovernmental third party is required to be obtained or made by or with respectto Spinco or any of its subsidiaries in connection with the execution, delivery andperformance of this Agreement by Spinco except as have been previously obtained ormade (or as will have been obtained or made on or prior to the Closing).     (iii) Neither the exchange of the Spinco Debt nor the performance of any ofthe other obligations of Spinco hereunder will (A) constitute a Default under (andas defined in) the Existing FNIS Credit Agreement and related loan documents or (B)result in a breach of any of the terms and provisions of, or constitute a defaultunder, (1) any other indenture, mortgage, deed of trust or other agreement orinstrument to which Spinco or any of its subsidiaries is a party or by which it isbound, or (2) Spinco’s certificate of incorporation or
 

 
bylaws or the corporate governance documents of any of Spinco’s subsidiaries,or (3) any order, rule or regulation applicable to Spinco or any of itssubsidiaries of any Governmental Entity having jurisdiction over Spinco or any ofits subsidiaries or their respective properties, except with respect to any breachreferred to in clause (B)(1) or clause (B)(3) as would not materially and adverselyaffect the performance of Spinco’s obligations hereunder.     (iv) When the Spinco Debt is issued by Spinco to FNIS and when the Spinco Debtis transferred by FNIS to the Existing Tranche B Lenders at the Closing in exchangefor the Exchange FNIS Debt Obligations, (A) the Spinco Debt will (x) have been dulyand validly authorized and issued and (y) constitute valid and legally bindingobligations of Spinco enforceable against Spinco in accordance with their terms,except as enforceability may be limited by applicable bankruptcy, insolvency orsimilar laws affecting the enforcement of creditors’ rights generally or byequitable principles relating to enforceability, (B) the holders of the Spinco TermLoans will be entitled to the benefits of the loan documents governing the SpincoTerm Loans and (C) the holders of the Spinco Senior Notes will be entitled to thebenefits of the indenture governing the Senior Notes.     (v) Spinco has made its own independent inquiry as to the legal, tax andaccounting aspects of the transactions contemplated by this Agreement, and Spincohas not relied on FNIS or the Existing Tranche B Lenders or their respective legalcounsel or other advisors for legal, tax or accounting advice in connection withthe transactions contemplated by this Agreement.     (c) Each of the Existing Tranche B Lenders hereby severally as to itself and notjointly represents and warrants to FNIS and Spinco that:     (i) Such Existing Tranche B Lender is duly organized, validly existing and ingood standing under the laws of the jurisdiction of its incorporation ororganization, as applicable. Such Existing Tranche B Lender has all requisitecorporate or other organizational power and authority to enter into this Agreementand to perform its obligations hereunder. This Agreement has been duly executed anddelivered by such Existing Tranche B Lender and constitutes its legal, valid andbinding obligation, enforceable against it in accordance with its terms, except asenforceability may be limited by applicable bankruptcy, insolvency or similar lawsaffecting the enforcement of creditors’ rights generally or by equitable principlesrelating to enforceability.     (ii) No consent, approval, license, permit, order or authorization of, orregistration, declaration or filing with, any Governmental Entity ornongovernmental third party is required to be obtained or made by or with respectto such Existing Tranche B Lender in connection with the execution, delivery andperformance of this Agreement except as have been previously obtained or made.
 

 
     (iii) Such Existing Tranche B Lender has (or in the case of each InvestmentBank, will have at the Closing) good and valid title to the Exchange FNIS DebtObligations to be exchanged by it pursuant to this Agreement. Upon delivery ofsuch Exchange FNIS Debt Obligations by such Existing Tranche B Lender to FNIS atthe Closing in exchange for the applicable Spinco Debt, FNIS will acquire good andvalid title to such Exchange FNIS Debt Obligations, free and clear of any Liens.     5. *Conditions*.     (a) The obligations of the Existing Tranche B Lenders to exchange the Exchange FNISDebt Obligations for the Spinco Debt at the Closing shall be subject to the satisfaction (orwaiver by the Existing Tranche B Lenders) of the following conditions:     (i) FNIS shall have furnished to the Existing Tranche B Lenders an opinion ofNelson Mullins Riley & Scarborough LLP dated the Closing Date, with respect to (a)due authorization, execution and enforceability of this Agreement by FNIS, (b) norequired governmental consents, and (c) no adverse claims against the Spinco Debtto be sold by FNIS to the Existing Tranche B Lenders.     (ii) No statute, rule, regulation, executive order, decree, temporaryrestraining order, preliminary or permanent injunction or other order enacted,entered, promulgated, enforced or issued by any Governmental Entity or other legalrestraint or prohibition shall be in effect preventing the consummation of thetransactions contemplated hereunder.     (iii) The representations and warranties of FNIS and Spinco in this Agreementshall be true and correct in all material respects on and as of the Closing Date,with the same effect as if made on the Closing Date, and FNIS shall have compliedin all material respects with all the agreements to be performed or satisfied by itat or prior to the Closing Date, and FNIS shall have furnished to the ExistingTranche B Lenders a certificate of FNIS, in form reasonably satisfactory to theExisting Tranche B Lenders signed by a Vice President or Treasurer of FNIS, datedthe Closing Date, to the foregoing effects.     (iv) FNIS shall have received an opinion (and the Existing Tranche B Lendersshall have received a copy thereof) of its special tax advisor, Deloitte Tax LLP,to the effect that, for United States Federal income tax purposes:     (A) the contribution taking into account the Spin-Off will qualify asa reorganization within the meaning of Section 368(a) of the InternalRevenue Code of 1986, as amended (the “Code”) in which neither Spinco norFNIS will recognize any gain or loss;     (B) no gain or loss will be recognized by FNIS in the debt exchange,pursuant to Section 361 of the Code; and
 

 
     (C) no gain or loss will be recognized by FNIS or any FNISshareholder on the Spin-Off, pursuant to Section 355 and relatedprovisions of the Code (including Section 361(c) of the Code), except thatany gain that FNIS shareholders realize on cash received in lieu of anyfractional shares of Spinco’s common stock to which such shareholders maybe entitled in the Spin-Off generally will be taxable to the FNISshareholders.     (v) In the case of the Initial Tranche B Lenders, the Spinco Credit Agreementshall be in full force and effect, and all conditions precedent set forth inSection 4.01 of the Spinco Credit Agreement shall have been satisfied.     (vi) In the case of the Investment Banks, the Purchase Agreement shall remainin full force and effect, and all of the conditions to the obligations of theInitial Purchasers to purchase and pay for the Spinco Senior Notes as set forth inthe Purchase Agreement shall have been satisfied.In case any of such conditions shall not have been fulfilled by July 2, 2008, or if theDistribution Agreement, the Spinco Credit Agreement, the Financing Engagement Letter or thePurchase Agreement shall have been terminated in accordance with their terms, or if a MaterialAdverse Effect (as defined in the Spinco Credit Agreement) shall have occurred, this Agreement maybe terminated by the Existing Tranche B Lenders by delivering written notice of termination to FNIS(it being understood and agreed, for the avoidance of doubt, that the Financing Engagement Lettermay be terminated only in accordance with its terms).     (b) The obligations of FNIS to exchange the Spinco Debt for the Exchange FNIS Debt Obligationsat the Closing shall be subject to the satisfaction (or waiver by FNIS) of the following condition:     (i) The representations and warranties of the Existing Tranche B Lenders inthis Agreement shall be true and correct in all material respects on and as of theClosing Date, with the same effect as if made on the Closing Date, and the ExistingTranche B Lenders shall have complied in all material respects with all theagreements to be performed or satisfied by them at or prior to the Closing Date.     (ii) FNIS shall have received an opinion of its special tax advisor, DeloitteTax LLP, to the effect that, for United States Federal income tax purposes:     (A) the contribution taking into account the Spin-Off will qualify asa reorganization within the meaning of Section 368(a) of the InternalRevenue Code of 1986, as amended (the “Code”) in which neither Spinco norFNIS will recognize any gain or loss;     (B) no gain or loss will be recognized by FNIS in the debt exchange,pursuant to Section 361 of the Code; and
 

 
     (C) no gain or loss will be recognized by FNIS or any FNISshareholder on the Spin-Off, pursuant to Section 355 and relatedprovisions of the Code (including Section 361(c) of the Code), except thatany gain that FNIS shareholders realize on cash received in lieu of anyfractional shares of Spinco’s common stock to which such shareholders maybe entitled in the Spin-Off generally will be taxable to the FNISshareholders.     (iii) FNIS shall have received the Spinco Term Loans, and the Spinco CreditAgreement shall be in full force and effect.     (iv) FNIS shall have received the Spinco Senior Notes, and the PurchaseAgreement shall be in full force and effect.In case any of such conditions shall not have been fulfilled by July 2, 2008, or if theDistribution Agreement, the Spinco Credit Agreement, the Financing Engagement Letter or thePurchase Agreement shall have been terminated in accordance with their terms, this Agreement may beterminated by FNIS by delivering written notice of termination to the Existing Tranche B Lenders(it being understood and agreed, for the avoidance of doubt, that the Financing Engagement Lettermay be terminated only in accordance with its terms).     6. *Relationship of Parties*. All acquisitions of the FNIS Tranche B Loans by the ExistingTranche B Lenders, all exchanges of the FNIS Tranche B Loans for the Spinco Debt by the ExistingTranche B Lenders pursuant to this Agreement, any resales by the Existing Tranche B Lenders of theSpinco Debt and all other acts or omissions of the Existing Tranche B Lenders in connection withthis Agreement, are for the Existing Tranche B Lenders’ own account and not for the account ofFNIS. No principal-agent relationship is, or is intended to be created between FNIS and anyExisting Tranche B Lender, by any of the provisions of this Agreement. Each of FNIS and Spincoacknowledges and agrees that the Existing Tranche B Lenders are acting solely in the capacity of anarm’s length contractual counterparty to FNIS and Spinco with respect to the transactionscontemplated by this Agreement (including in connection with determining the terms of the offeringunder the Purchase Agreement and the terms of the credit facilities provided under the SpincoCredit Agreement) and not as a financial advisor or a fiduciary to, or an agent of, FNIS, Spinco orany other person.     7. *Survival of Provisions*. The respective agreements, representations, warranties and otherstatements of FNIS and of the Existing Tranche B Lenders and agreements of Spinco set forth in ormade pursuant to this Agreement will remain in full force and effect and will survive the exchangeof the Exchange FNIS Debt Obligations for the Spinco Debt.     8. *Notices*. All notices or other communications under this Agreement shall be in writing andshall be deemed to be duly given as of the date delivered, mailed or transmitted, and shall beeffective upon receipt, if delivered personally, mailed by registered or certified mail (postageprepaid, return receipt requested) or delivered by a nationally recognized courier service to theparties at the following address or sent by electronic transmission to the telecopier numbersspecified below:
 

 
     If to the Existing Tranche B Lenders:         JPMorgan Chase Bank, N.A.    J.P. Morgan Securities Inc.    270 Park Avenue    New York, New York 10017    Attention: Benjamin Ben-Attar, Managing Director    Fax: 212-270-1063         and         Bank of America, N.A.    Banc of America Securities LLC    214 North Tryon Street    Charlotte, North Carolina 28255    Attention: Jonathan Mullen, Managing Director    Fax: 704-387-3624         and         Wachovia Bank, National Association    Wachovia Capital Markets, LLC    One Wachovia Center    301 South College Street    Charlotte, North Carolina 28288    Attention: Rit Amin, Director    Fax: 704-383-4539       If to FNIS to: Fidelity National Information Services, Inc.    601 Riverside Avenue    Jacksonville, Florida 32204    Attention: Ronald D. Cook, General Counsel    Fax: (904) 357-1005       If to Spinco, to: Lender Processing Services, Inc.    601 Riverside Avenue    Jacksonville, Florida 32204    Attention: Todd C. Johnson, General Counsel    Fax: (904) 357-1036     9. *Successors*. This Agreement will inure to the benefit of and be binding upon the partieshereto and their respective successors and no other person will have any right or obligationhereunder.     10. *Applicable Law*. This Agreement shall be governed by and construed in accordance with theinternal laws of the State of New York applicable to agreements made and to be performed entirelywithin such State, without regard to the conflicts of law principles of such State.
 

 
     11. *Counterparts*. This Agreement may be signed in one or more counterparts, each of whichshall constitute an original and all of which together shall constitute one and the same agreement.
 

 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the datefirst written above .      FIDELITY NATIONAL     INFORMATION SERVICES, INC.