EX-10.12






EXHIBIT
10.12




EXECUTION COPY




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated July 30, 2007 and effective as of
the Amendment No. 1 Effective Date (as defined below), to the Credit Agreement dated as of January
18, 2007 (as in effect immediately prior to the effectiveness hereof, the “Credit Agreement”) among
Fidelity National Information Services, Inc. (the “Company”), certain Subsidiaries of the Company
party thereto (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and,
each, a “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent”), Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender.



RECITALS:




     1. The Company has advised the Lenders that the Company intends to undertake the eFunds
Merger (as defined below) pursuant to which eFunds will become a wholly owned Subsidiary of the
Company and, in connection therewith, the Company intends to borrow Additional Term Loans in an
aggregate principal amount of $1,600,000,000.



     2. In connection with the eFunds Merger and related transactions, the Company wishes to amend
the Credit Agreement in the manner described herein. The Lenders party hereto and the
Administrative Agent are willing to agree to such amendments on and subject to the terms and
conditions set forth herein.



     3. The parties hereto therefore agree as follows:



     Section 1. Certain Definitions. Each term used herein which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to
“hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to
“this Agreement” and each other similar reference contained in the Credit Agreement shall, on and
after the Amendment No. 1 Effective Date, refer to the Credit Agreement as amended hereby.



     Section 2. Defined Terms.




     (a) Section 1.01 of the Credit Agreement is hereby amended by adding, in appropriate
alphabetical order, the following defined terms:



 









 






     ”Amendment No. 1” means Amendment No. 1 to Credit Agreement dated July 30, 2007 and
effective as of the Amendment No. 1 Effective Date.




     ”Amendment No. 1 Effective Date” means the date on which Amendment No. 1 becomes
effective pursuant to Section 15 thereof.




     ”Capital Expenditures” means, without duplication, any expenditure for any purchase
or other acquisition of any asset which would be classified as a fixed or capital asset on
a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance
with GAAP.




     ”Cash Management Obligations” has the meaning set forth in the Pledge Agreement.




     ”Collateral” means all of the “Collateral” referred to in the Collateral Documents
and all of the other property and assets that are or are required under the terms hereof
or of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for
the benefit of the Secured Parties.




     ”Collateral Agent” means JPMCB in its capacity as collateral agent, or any successor
collateral agent.




     ”Collateral Documents” means, collectively, the Pledge Agreement and any other
documents granting a Lien upon the Collateral as security for payment of the Secured
Obligations.




     ”Company Supplemental Agreement” means the Supplemental Agreement dated as of the
Amendment No. 1 Effective Date between the Company and the Administrative Agent,
substantially in the form of Exhibit K.




     ”eFunds” means eFunds Corporation, a Delaware corporation.




     ”eFunds Bonds” means the 5.39% Senior Guaranteed Notes due September 30, 2012 of
eFunds issued pursuant to the Note Purchase Agreement dated as of September 30, 2005 among
eFunds and the purchasers party thereto.




     ”eFunds Fee Letter” means the letter agreement, dated June 26, 2007, as amended,
among the Company, the Arrangers and certain Affiliates of the Arrangers.




     ”eFunds Merger” means the merger between eFunds and Merger Sub, with eFunds as the
surviving entity, all pursuant to the eFunds Merger Agreement.



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     ”eFunds Merger Agreement” means the Agreement and Plan of Merger dated as of June 26,
2007 among the Company, Merger Sub and eFunds.




     ”eFunds Transactions” means the eFunds Merger, the borrowing of Specified Additional
Term Loans, any refinancing of any existing indebtedness of eFunds and all related
transactions (including the payment of all related fees and expenses).




     ”Excess Cash Flow” means for any fiscal year of the Company, the excess, if any, of:




     (a) the sum, without duplication, of




     (i) Consolidated Net Income for such fiscal year,




     (ii) the amount of all non-cash charges (including depreciation and
amortization) deducted in arriving at such Consolidated Net Income,




     (iii) decreases in Working Capital for such fiscal year, and




     (iv) the aggregate net amount of non-cash loss on the disposition of
property by the Company and its Subsidiaries during such fiscal year (other than
sales of inventory in the ordinary course of business), to the extent deducted in
arriving at such Consolidated Net Income.



     minus




     (b) the sum, without duplication, of




     (i) the amount of all non-cash credits included in arriving at such
Consolidated Net Income,




     (ii) Capital Expenditures and Permitted Acquisitions (including any earnout
or other payments made with respect to such Permitted Acquisitions) made in cash
to the extent not financed with (x) the proceeds of long-term Indebtedness (other
than the Obligations) or (y) the proceeds of asset Dispositions and Casualty
Events referred to in clause (b)(vi) below for such fiscal year or any prior
fiscal year,




     (iii) the aggregate amount of all regularly scheduled principal payments of
Indebtedness (including the Term Loans and Capitalized Leases) of the Company and
its Subsidiaries made during such fiscal year (other than in respect of any
revolving



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credit facility to the extent there is not an equivalent permanent reduction
in commitments thereunder),




     (iv) increases in Working Capital for such fiscal year,




     (v) the aggregate net amount of non-cash gain on the disposition of property
by the Company and its Subsidiaries during such fiscal year (other than sales of
inventory in the ordinary course of business), to the extent included in arriving
at such Consolidated Net Income,




     (vi) proceeds of all Dispositions of assets pursuant to Section 7.05(l)(ii),
Section 7.05(q) or Section 7.05(s) and proceeds of all Casualty Events, in each
case received in such fiscal year and to the extent included in arriving at such
Consolidated Net Income,




     (vii) proceeds received by the Restricted Companies from insurance claims
(including, without limitation, with respect to casualty events, business
interruption or product recalls) which reimburse prior business expenses, to the
extent included in arriving at such Consolidated Net Income,




     (viii) cash payments made in satisfaction of non-current liabilities,




     (ix) cash fees and expenses incurred in connection with any Investment
permitted under Section 7.02, Equity Issuance or Debt Issuance (whether or not
consummated), and




     (x) cash indemnity payments received pursuant to indemnification provisions
in any agreement in connection with the eFunds Merger, any Permitted Acquisition
or any other Investment permitted hereunder.




     ”FNIS Notes” means the Company’s 4.75% Notes due 2008 issued pursuant to the
Indenture dated September 10, 2003 between the Company and SunTrust Bank, as trustee.




     ”FNIS Notes Obligations” has the meaning specified in the Pledge Agreement.




     ”Guaranteed Obligations” means (a) in respect of the Guarantee by each Borrower set
forth in Article 10 of this Agreement, (i) all Obligations of each other Borrower, (ii)
all Secured Hedging Obligations of each other Loan Party and (iii) all Cash Management
Obligations of each other Loan Party and (b) in respect of the Subsidiary Guaranty of any
Subsidiary Guarantor, (i) all Obligations of each other Loan Party, (ii) all



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Secured Hedging Obligations of each other Loan Party and (iii) all Cash Management
Obligations of each other Loan Party, in each case of the obligations described in clauses
(a) and (b) above, now or hereafter existing (including, without limitation, any
extensions, modifications, substitutions, amendments or renewals of any or all of the
foregoing obligations), whether direct or indirect, absolute or contingent, and whether
for principal, interest, fees, indemnities, contract causes of action, costs, expenses or
otherwise.




     ”Hedge Agreement” means any Swap Contract permitted under Article 6 or 7 that is
entered into by and between the Company or any of its Subsidiaries and any Hedge Bank.




     ”Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender, in its
capacity as a party to a Hedge Agreement.




     ”Merger Sub” means Agamemnon Merger Corp., a Delaware corporation and a direct wholly
owned subsidiary of the Company.




     ”Perfection Certificate” means a certificate in form satisfactory to the Collateral
Agent that provides information relating to Uniform Commercial Code filings of each Loan
Party.




     ”Pledge Agreement” means that certain Pledge Agreement, dated as of the Amendment No.
1 Effective Date, among the Loan Parties and the Collateral Agent, substantially in the
form of Exhibit L.




     ”Pledge Agreement Supplement” has the meaning specified in the Pledge Agreement.




     ”Secured Hedging Obligations” has the meaning set forth in the Pledge Agreement.




     ”Secured Obligations” has the meaning specified in the Pledge Agreement.




     ”Secured Parties” means, collectively, the Administrative Agent, the Collateral
Agent, the Lenders, the Hedge Banks, the holders of Cash Management Obligations, the
holders of FNIS Notes Obligations (so long as the FNIS Notes are outstanding and other
than for purposes of Article 10 and the Subsidiary Guaranty), the Supplemental
Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent
from time to time pursuant to Section 9.02.




     ”Specified Additional Term Loans” means the Additional Term Loans in an aggregate
principal amount of $1,600,000,000, the proceeds of which are to be used for the eFunds
Transactions.



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     ”Uniform Commercial Code” means the Uniform Commercial Code as the same may from time
to time be in effect in the State of New York or the Uniform Commercial Code (or similar
code or statute) of another jurisdiction, to the extent it may be required to apply to any
item or items of Collateral.




     ”Working Capital” means, at any date, the excess of current assets of the Company and
its Subsidiaries on such date (excluding cash and Cash Equivalents) over current
liabilities of the Company and its Subsidiaries on such date (excluding current
liabilities in respect to Indebtedness), all determined on a consolidated basis in
accordance with GAAP.



     (b) The definitions of the following terms set forth in Section 1.01 of the Credit Agreement
are hereby amended to read in full as follows:




     ”Class” (a) when used with respect to Lenders, refers to whether such Lenders are
Term Lenders of any tranche or Revolving Lenders, (b) when used with respect to
Commitments, refers to whether such Commitments are Term Commitments of any tranche or
Revolving Credit Commitments and (c) when used with respect to Loans or a Borrowing,
refers to whether such Loans, or the Loans comprising such Borrowing, are Term Loans of
any tranche or Revolving Credit Loans.




     ”Guarantors” means, collectively, (i) each Guarantor Party and (ii) each Subsidiary
Guarantor (with each Subsidiary Guarantor as of the Amendment No. 1 Effective Date listed
on Schedule 1.01B).




     ”Loan Documents” means, collectively, (a) this Agreement, (b) the Amendment No. 1,
(c) the Company Supplemental Agreement, (d) the Collateral Documents, (e) the Notes, (f)
the Guaranty, (g) the Fee Letters, (h) the eFunds Fee Letter, (i) each Letter of Credit
Application and (j) each Designated Borrower Request and Assumption Agreement.




     ”Term Facility” means, at any time, with respect to any Class of Term Loans, (a) on
or prior to the applicable funding date of such Class of Term Loans, the aggregate amount
of the Term Commitments of such Class at such time and (b) thereafter, the aggregate
principal amount of the Term Loans of all Term Lenders of such Class outstanding at such
time.



     (c) Definition of “Applicable Margin". The definition of “Applicable Margin” set forth in
Section 1.01 of the Credit Agreement is hereby amended to replace clauses (a)(i) and (b)(i) thereof
with the following: “(i) until the 6-month anniversary of the Amendment No. 1 Effective Date, the
percentages per annum set forth below for Pricing Level 4”.



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     (d) Definition of “Consolidated EBITDA”. The definition of “Consolidated EBITDA” set forth in
Section 1.01 of the Credit Agreement is hereby amended (i) to insert after the words “cash expenses
incurred in connection with the Transaction, the Certegy Merger, the Reorganization” contained in
clause (b)(viii) thereof the words “, the eFunds Transactions” and (ii) to insert after the words
“any non-cash purchase accounting adjustment and any non-cash write-up, write-down or write-off
with respect to re-valuing assets and liabilities in connection with the Certegy Merger, the
Reorganization” contained in clause (b)(xiii) thereof the words “, the eFunds Merger”.



     (e) Definition of “Facility". The definition of “Facility” set forth in Section 1.01 of the
Credit Agreement is hereby amended to replace the words “the Term Facility” contained therein with
the words “any Term Facility”.



     (f) Definition of “Leverage Ratio”. The definition of “Leverage Ratio” set forth in Section
1.01 of the Credit Agreement is hereby amended to insert, after the words “provided that the amount
of Total Indebtedness determined pursuant to clause (a) above at any date shall be reduced”
contained in the fourth and fifth lines thereof, the words “(i) by the amount of any outstanding
Swing Line Loans or Revolving Credit Loans drawn for the purpose of credit card settlements so long
as (x) such Swing Line Loans and Revolving Credit Loans are repaid within three Business Days after
the applicable date regarding which the Leverage Ratio is calculated and (y) the Company certifies
as to the amount of such Swing Line Loans and Revolving Credit Loans and such repayment in the
applicable Compliance Certificate and (ii)”.



     (g) Definition of “Maturity Date”. The definition of “Maturity Date” set forth in Section
1.01 of the Credit Agreement is hereby amended to add the following proviso at the end thereof: “,
provided that the “Maturity Date” for any Additional Term Loan under an Additional Term
Loan Tranche may be a later date as agreed by the Company and the applicable Lenders providing the
additional Term Commitments in accordance with Section 2.16”.



     (h) Definition of “Responsible Officer". The definition of “Responsible Officer” set forth in
Section 1.01 of the Credit Agreement is hereby amended to add after the words “Closing Date” the
words “or the Amendment No. 1 Effective Date”.



     (i) Definition of “Subsidiary Guaranty”. The definition of “Subsidiary Guaranty” set forth in
Section 1.01 of the Credit Agreement is hereby amended to replace the word “Obligations” contained
therein with the words “Guaranteed Obligations”.



     (j) Replacement of References to “Lender Parties". The definition of the term “Lender
Parties” set forth in Section 1.01 of the Credit Agreement is hereby deleted, and each reference in
the Credit Agreement to “Lender Party” and



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“Lender Parties” is hereby amended to refer to “Secured Party” and “Secured Parties,
respectively.



     (k) Replacement of Certain References to “Closing Date”. All references to the term “Closing
Date” located in the following provisions of the Credit Agreement shall be deemed to be deleted and
replaced with the term “Amendment No. 1 Effective Date”: the definitions of “Guarantee” and
“Unrestricted Subsidiary” in Section 1.01; and Sections 5.11, 6.14, 7.01(b), 7.02(f), 7.03(c),
7.05(f), 7.05(l) and 7.08(j).



     Section 3. Schedules and Exhibits.




     (a) Schedule 1.01B (Amendment No. 1 Effective Date Guarantors). Schedule 1.01B to the Credit
Agreement is hereby deleted in its entirety and replaced with Schedule 1.01B attached to the
Company Supplemental Agreement.



     (b) Schedule 1.01D (Unrestricted Subsidiaries). Schedule 1.01D to the Credit Agreement is
hereby deleted in its entirety and replaced with Schedule 1.01D attached to the Company
Supplemental Agreement.



     (c) Schedule 5.06 (Litigation). Schedule 5.06 to the Credit Agreement is hereby deleted in
its entirety and replaced with Schedule 5.06 attached to the Company Supplemental Agreement.



     (d) Schedule 5.11 (Subsidiaries). Schedule 5.11 to the Credit Agreement is hereby deleted in
its entirety and replaced with Schedule 5.11 attached to the Company Supplemental Agreement.



     (e) Schedule 7.01 (Existing Liens). Schedule 7.01 to the Credit Agreement is hereby deleted
in its entirety and replaced with Schedule 7.01 attached to the Company Supplemental Agreement.



     (f) Schedule 7.02 (Existing Investments). Schedule 7.02 to the Credit Agreement is hereby
deleted in its entirety and replaced with Schedule 7.02 attached to the Company Supplemental
Agreement.



     (g) Schedule 7.03 (Existing Indebtedness). Schedule 7.03 to the Credit Agreement is hereby
deleted in its entirety and replaced with Schedule 7.03 attached to the Company Supplemental
Agreement.



     (h) Schedule 7.08 (Transactions with Affiliates). Schedule 7.08 to the Credit Agreement is
hereby deleted in its entirety and replaced with Schedule 7.08 attached to the Company Supplemental
Agreement.



     (i) Schedule 7.09 (Existing Restrictions). Schedule 7.09 to the Credit Agreement is hereby
deleted in its entirety and replaced with Schedule 7.09 attached to the Company Supplemental
Agreement.



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     (j) Exhibit E (Compliance Certificate). Exhibit E to the Credit Agreement is hereby deleted
in its entirety and replaced with the exhibit attached hereto as Exhibit E.



     (k) Exhibit G (Subsidiary Guaranty). Exhibit G to the Credit Agreement is hereby deleted in
its entirety and replaced with the exhibit attached hereto as Exhibit G.



     (l) Exhibit K (Company Supplemental Agreement). The exhibit that is attached hereto as
Exhibit K is hereby added as Exhibit K to the Credit Agreement.



     (m) Exhibit L (Pledge Agreement). The exhibit that is attached hereto as Exhibit L is hereby
attached as Exhibit L to the Credit Agreement.



Section 4. Amendment to Article 2.




     (a) Mandatory Prepayments.




     (i) Section 2.06(b) of the Credit Agreement is hereby amended by renumbering clauses
(iii), (iv) and (v) thereof as clauses (iv), (v) and (vi), respectively, and adding a new
clause (iii) thereto that reads in full as follows:




     ”(iii) Within ten Business Days after financial statements have been
delivered pursuant to Section 6.01(a) and the related Compliance Certificate has
been delivered pursuant to Section 6.02(b), the Borrowers shall cause to be
prepaid an aggregate principal amount of Term Loans in an amount equal to (A) 50%
of Excess Cash Flow, if any, for the fiscal year covered by such financial
statements (commencing with the first full fiscal year ended after the Amendment
No. 1 Effective Date) minus (B) the sum of (1) the amount of any
prepayments of the Term Loans made pursuant to Section 2.06(a) during the fiscal
year covered by such financial statements and (2) solely to the extent the
Revolving Credit Commitments are reduced pursuant to Section 2.07(a) in
connection therewith (and solely to the extent of the amount of such reduction),
the amount of any prepayments of the Revolving Credit Loans made pursuant to
Section 2.06(a) during the fiscal year covered by such financial statements;
provided that such percentage shall be reduced to (x) 25% if the Leverage
Ratio as of the end of such fiscal year was equal to or less than 3.50:1 and
greater than 3.00:1 and (y) 0% if (I) the Leverage Ratio as of the end of such
fiscal year was equal to or less than 3.00:1 or (II) the Excess Cash Flow for
such year was less than $10,000,000.”



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     (ii) The first sentence of the renumbered clause (iv) of Section 2.06(b) is hereby
amended to read in full as follows: “Each prepayment of Term Loans pursuant to this
Section 2.06(b) shall be applied ratably to each Class of the Term Loans and in direct
order of maturities to the principal repayment installments of the Term Loans that are due
after the date of such prepayment.”




     (iii) The renumbered clause (v) of Section 2.06(b) is hereby amended to replace the
words “pursuant to clauses (i) and (ii) of this Section 2.06(b)” contained in the second
and third lines thereof with the words “pursuant to clauses (i), (ii) and (iii) of this
Section 2.06(b)”.




     (iv) The renumbered clause (vi) of Section 2.06(b) is hereby amended to replace the
words “for purposes of this Section 2.06(b)(v)” contained in the 12th and
13th lines thereof with the words “for purposes of this Section 2.06(b)(vi)”.



     (b) Repayment of Loans. Section 2.08(a) of the Credit Agreement is hereby amended by
replacing the word “Section 2.06(b)(iii)” contained in the fifth line thereof with the word
“Section 2.06(b)(iv)”.



     (c) Increase in Commitments.




     (i) Section 2.16(a) of the Credit Agreement is hereby amended by replacing the words
“shall not exceed $600,000,000” contained in the sixth line thereof with the words “shall
not exceed $2,100,000,000”.




     (ii) Section 2.16(f)(i) of the Credit Agreement is hereby amended to delete the
parenthetical clause contained in the sixth through eighth lines thereof and replace it in
its entirety with the following parenthetical clause: “(except that the interest rate,
amortization payment amounts and maturity date applicable to any Additional Term Loan
under an Additional Term Loan Tranche may be as agreed by the Company and the applicable
Lenders providing the additional Term Commitments, provided that such amortization
payment amounts and maturity date shall be in accordance with the requirements of Section
2.16(b))”.



     Section 5. Amendments to Conditions Precedent.




     (a) Conditions to All Credit Extensions.




     (i) Section 4.02(a) of the Credit Agreement is amended hereby to add the following
proviso at the end thereof:




”; provided that the only representations involving eFunds and its
Subsidiaries, the making of which shall be a condition to the Loans made on
Amendment No. 1 Effective Date, shall be (A) the



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representations and warranties made by or with respect to eFunds or its
Subsidiaries in the eFunds Merger Agreement as are material to the interests of
Lenders, but only to the extent that the Company has the right to terminate its
obligations under the eFunds Merger Agreement as a result of a breach of such
representations and warranties in the eFunds Merger Agreement and (B) the
representations and warranties set forth in Sections 5.02 (other than clause
(c)(ii) thereof), 5.04, 5.12 and 5.15 of this Agreement.”




     (ii) Section 4.02(b) of the Credit Agreement is hereby amended to read in full as
follows:




     ”(b) Subject to clause (a) above in the case of the Loans made on the
Amendment No. 1 Effective Date, no Default shall exist, or would result from such
Credit Extension or from the application of the proceeds therefrom.”



     Section 6. Amendments to Representations and Warranties.




     (a) Governmental Authorization; Other Consents. Section 5.03 of the Credit Agreement is
hereby amended to read in full as follows:1




     “Section 5.03. Governmental Authorization; Other Consents. No material approval,
consent, exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required to be made or obtained
by any Loan Party in connection with (a) the execution, delivery or performance by any
Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party
of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or
maintenance of the Liens created under the Collateral Documents (including the priority
thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under
the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral
Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted
by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents,
exemptions, authorizations, actions, notices and filings which have been duly obtained,
taken, given or made and are in full force, (iii) those approvals, consents, exemptions,
authorizations, actions, notices or filings described in the Pledge Agreement and (iv)
those approvals, consents, exemptions, authorizations, actions, notices or filings, the
failure of which to obtain or make could not reasonably be expected to have a Material
Adverse Effect.”





 




			
	1	 	The additional language is italicized for
ease of reference only.




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     (b) No Material Adverse Effect. Section 5.05(b) of the Credit Agreement is hereby amended to
replace the date “December 31, 2005” contained therein with the date “December 31, 2006”.



     (c) Perfection. Article 5 of the Credit Agreement is hereby amended by adding a new Section
5.15 thereto that reads in full as follows:




     “Section 5.15. Perfection, Etc. All filings and other actions necessary to perfect
and protect the Liens in the Collateral created under and in the manner contemplated by
the Collateral Documents have been duly made or taken or otherwise provided for in the
manner reasonably requested by the Administrative Agent and are in full force and effect,
and the Collateral Documents create in favor of the Collateral Agent for the benefit of
the Secured Parties a valid and, together with such filings and other actions, perfected
first priority Lien in the Collateral, securing the payment of the Secured Obligations,
subject to Liens permitted by Section 7.01. The Loan Parties are the legal and beneficial
owners of the Collateral free and clear of any Lien, except for the Liens created or
permitted under the Loan Documents.”



     Section 7. Amendments to Affirmative Covenants.



     (a) Certificates; Other Information. Section 6.02(a) of the Credit Agreement is hereby
amended to replace the words “no later than five days” contained in the first line thereof with the
words “no later than five Business Days”.



     (b) Use of Proceeds. Section 6.11 of the Credit Agreement is hereby amended to redesignate
clause (iii) thereof as clause (iv) and to add immediately prior to such redesignated clause (iv) a
new clause (iii) reading as follows: “, (iii) to finance the eFunds Merger and the other eFunds
Transactions”.



     (c) Covenant to Guarantee Guaranteed Obligations and Give Security. Section 6.12 of the
Credit Agreement is hereby amended to read in full as follows:




     "Section 6.12. Covenant to Guarantee Guaranteed Obligations and Give Security. (a)
Cause the following Restricted Subsidiaries to guarantee the Guaranteed Obligations (each
a “Subsidiary Guarantor”): such Restricted Subsidiaries as shall constitute (x) at least
95% of the Consolidated EBITDA of the Company and its Domestic Subsidiaries (excluding,
for the purposes of such calculation, (1) all Unrestricted Subsidiaries, but including any
Subsidiaries that were, at one time, designated as Unrestricted Subsidiaries, but have
been redesignated as Restricted Subsidiaries pursuant to Section 6.14 and (2) all
Prohibited Restricted Subsidiaries described in the following sentence for so long as the
relevant Indebtedness remains outstanding) for the four fiscal quarters



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most recently ended for which financial statements have been delivered pursuant to Section
6.01 and (y) at least 95% of the Total Assets of the Company and its Domestic Subsidiaries
(excluding, for the purposes of such calculation, (1) all Unrestricted Subsidiaries, but
including any Subsidiaries that were, at one time, designated as Unrestricted
Subsidiaries, but have been redesignated as Restricted Subsidiaries pursuant to Section
6.14 and (2) all Prohibited Restricted Subsidiaries described in the following sentence
for so long as the relevant Indebtedness remains outstanding) as of the last day of the
fiscal quarter most recently ended for which financial statements have been delivered
pursuant to Section 6.01. Notwithstanding the foregoing, (i) any Restricted Subsidiary
that is a guarantor of any Permitted Subordinated Indebtedness shall also be required to
be a Subsidiary Guarantor, (ii) no Subsidiary shall be required to be a Subsidiary
Guarantor if such Subsidiary is a Foreign Subsidiary or a Domestic Subsidiary of a Foreign
Subsidiary and (iii) no Restricted Subsidiary that is prohibited from guaranteeing the
Guaranteed Obligations pursuant to documents governing any Indebtedness assumed in
connection with a Permitted Acquisition and not incurred in contemplation thereof (each, a
“Prohibited Restricted Subsidiary”) shall be required to become a Subsidiary Guarantor for
so long as such Indebtedness remains outstanding.




     (b) At the end of each fiscal quarter of the Company, the Company shall determine
whether any Restricted Companies that are not currently Subsidiary Guarantors shall be
required, pursuant to the provisions of Section 6.12(a) to become Subsidiary Guarantors
and, within 60 days after the end of such fiscal quarter (or such longer period as the
Administrative Agent may agree in its reasonable discretion), will at the Company’s
expense:




     (i) Cause any new Subsidiary Guarantors (each, an “Additional Guarantor”) to
duly execute and deliver to the Administrative Agent a guaranty substantially in
the form of Exhibit G (either directly or via a guaranty supplement) or such
other form of guaranty or guaranty supplement to guarantee the Guaranteed
Obligations in form and substance reasonably satisfactory to the Administrative
Agent and the Company, it being understood and agreed that each Subsidiary that
is required to be a Subsidiary Guarantor on the Closing Date shall duly execute
and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing
Date; provided that in connection with any acquisition of any Restricted
Company, if any Subsidiary that is not already a Subsidiary Guarantor shall be
required, pursuant to the provisions of Section 6.12(a) to become a Subsidiary
Guarantor, the Company shall, in each case at the Company’s expense and within 30
days of



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being so required, cause such Subsidiary to duly execute and deliver to the
Administrative Agent a Subsidiary Guaranty;




     (ii) Cause such Additional Guarantor to duly execute and deliver to the
Administrative Agent a Pledge Agreement Supplement, as specified by and in form
and substance reasonably satisfactory to the Administrative Agent (consistent
with the Pledge Agreement and other security documents in effect on the Amendment
No. 1 Effective Date), granting a Lien in substantially all of the Equity
Interests directly held by such Restricted Subsidiary, in each case securing the
Secured Obligations of such Additional Guarantor; provided that (A) no
more than 65% of the voting Equity Interests of any Foreign Subsidiary that are
held directly by a Loan Party shall be required to be pledged to support the
Secured Obligations (except to the extent such Equity Interests are pledged to
support obligations under any Permitted Subordinated Indebtedness); (B) no Equity
Interests of any Restricted Subsidiary which have been pledged to secure
Indebtedness of such Additional Guarantor assumed in connection with a Permitted
Acquisition that is secured by a Lien permitted by Section 7.01(p) shall be
required to be pledged, but only for so long as such Lien is in effect; (C) no
Equity Interests of any Foreign Subsidiary that are held directly by a Foreign
Subsidiary shall be required to be pledged to support the Secured Obligations
(except to the extent such Equity Interests are pledged to support obligations
under any Permitted Subordinated Indebtedness); (D) Equity Interests in any Joint
Venture which cannot be pledged without the consent of any third party (and which
such consent has not been obtained) shall not be required to be pledged to
support the Secured Obligations to the extent such restriction is enforceable;
and (E) Equity Interests of a Restricted Subsidiary shall not be required to be
pledged to support the Secured Obligations if the Administrative Agent reasonably
determines that the costs of obtaining the security interest in such Equity
Interests are unreasonably excessive in relation to the benefit to the Secured
Parties of the security to be afforded thereby;




     (iii) Cause such Additional Guarantor to deliver, to the extent required to
be pledged hereunder or under the Collateral Documents, any and all certificates
representing Equity Interests owned by such Restricted Subsidiary accompanied by
undated stock powers or other appropriate instruments of transfer executed in
blank; and




     (iv) Take and cause such Additional Guarantor to take whatever action
(including the filing of Uniform Commercial Code financing statements, and
delivery of stock and membership



14









 







interest certificates) as may be necessary in the reasonable opinion of the
Administrative Agent to vest in the Administrative Agent (or in any
representative of the Administrative Agent designated by it) valid and subsisting
Liens on the properties purported to be subject to the Pledge Agreement
Supplements and other security documents delivered pursuant to this Section 6.12,
enforceable against all third parties in accordance with their terms.




     (c) (i) So long as the eFunds Bonds remain outstanding, no Equity Interests of any
Subsidiary of eFunds shall be pledged to support the Secured Obligations and (ii) so long
as the FNIS Notes remain outstanding, no Equity Interests of any Subsidiary of the Company
shall be pledged to support the Secured Obligations to the extent that grant of a Lien on
the same would result in triggering additional financial reporting requirements under Rule
3-16 of Regulation S-X under the 1934 Act upon securing the FNIS Notes (as contemplated by
Section 4.04 of the indenture governing the FNIS Notes, as in effect on the Amendment No.
1 Effective Date); provided that, within 30 days, or such longer period as the
Administrative Agent may agree in its reasonable discretion, after all such bonds or notes
cease to be outstanding or any such Person ceases to be so classified and restricted, the
Borrowers shall cause each such Person that is a Guarantor to comply with Section 6.12(b).




     (d) Within 45 days after the reasonable request therefor by the Administrative Agent,
or such longer period as the Administrative Agent may agree in its reasonable discretion,
the Borrowers shall, at the Borrowers’ expense, deliver to the Administrative Agent a
signed copy of an opinion, addressed to the Administrative Agent and the other Secured
Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent
as to such matters set forth in Section 6.12(b) in respect of foreign Equity Interests as
the Administrative Agent may reasonably request.




     (e) Notwithstanding anything to the contrary in this Agreement, to the extent that
the Company shall determine at any time that certain Restricted Subsidiaries that are not
required to be Subsidiary Guarantors pursuant to the provisions of Section 6.12(a) above
are parties to a Subsidiary Guaranty and/or a Pledge Agreement, the Company shall be
entitled to give notice to that effect to the Administrative Agent whereupon such
Restricted Subsidiaries shall no longer be deemed to be Subsidiary Guarantors and the
Administrative Agent shall promptly release each such Restricted Subsidiary from its
Subsidiary Guaranty and any applicable Pledge Agreement (and release any liens granted on
any Collateral of such Restricted Subsidiary).



     (d) Further Assurances. Section 6.13 of the Credit Agreement is hereby amended to read in
full as follows:



15









 






     "Section 6.13. Further Assurances. Promptly upon reasonable request by the
Administrative Agent, (i) correct any material defect or error that may be discovered in
the execution, acknowledgment, filing or recordation of any Loan Document or other
document or instrument relating to any Collateral and (ii) do, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register any and all such
further acts, deeds, certificates, assurances and other instruments as the Administrative
Agent may reasonably require from time to time in order to carry out more effectively the
purposes of the Loan Documents.”



     (e) Designation of Subsidiaries. Section 6.14 of the Credit Agreement is hereby amended (i) to
replace the words “a Joint Venture in existence on the Closing Date that thereafter becomes a
Subsidiary (an “Excluded Unrestricted Subsidiary”)” contained in the third through fifth lines
thereof, with the words “(x) a Joint Venture in existence on the Amendment No. 1 Effective Date
that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded
Unrestricted Subsidiary”)” and (ii) to replace the words “designation of any Subsidiary as an
Unrestricted Subsidiary” contained in the second sentence thereof with the words “designation of
any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary”.



     Section 8. Amendment to Negative Covenants.



     (a) Liens.




     (i) Section 7.01(b) of the Credit Agreement is hereby amended to replace the words
“Liens existing on the Closing Date” contained in the first line thereof with the words
“Liens existing on the Amendment No. 1 Effective Date”.




     (ii) Section 7.01 of the Credit Agreement is hereby amended to add a new sentence at
the end of such section that reads in full as follows:




“Without limitation of the foregoing, in no event shall the Company or any of its
Restricted Subsidiaries create, incur, assume or suffer to exist any Lien upon
any of the Equity Interests in eFunds or any of its Subsidiaries (other than
under the Loan Documents) so long as the eFunds Bonds are outstanding.”



     (b) Investments.




     Section 7.02(n) of the Credit Agreement is hereby amended (x) to insert after the
words “the book value of the assets of an Unrestricted Subsidiary” contained in the second
and third lines thereof and after the words “the book value of all Unrestricted
Subsidiaries” contained in the seventh and eighth lines thereof, the words “other than any
Securitization Vehicle”; and (y) to insert after the words “not to exceed” contained in
the



16









 







ninth and tenth lines thereof, the phrase “for all Unrestricted Subsidiaries (other
than Securitization Vehicles)”.



(c) Indebtedness.





     The proviso at the end of Section 7.03 of the Credit Agreement is hereby amended to
read in its entirety as follows: “provided that at the time of incurrence or assumption
of any Specified Debt described below, after giving effect to such Specified Debt, the
aggregate principal amount of all Specified Debt shall not exceed the greater of
$500,000,000 and 15% of Consolidated Shareholders’ Equity. For purposes hereof,
“Specified Debt” means, without duplication, (A) any Indebtedness of a Loan Party that is
secured by Liens permitted to exist in reliance on any of clauses (n), (p) or (w) of
Section 7.01 and (B) (1) any Indebtedness of a Restricted Subsidiary that is not a Loan
Party that is permitted to exist in reliance on any of clauses (g), (h), (w)(i) (but only
if the Liens securing such Indebtedness are permitted to exist in reliance on any of
clauses (n), (p) or (w) of Section 7.01) or (x) of this Section 7.03 (the “Excluded Debt”)
and (2) any Guarantee of Excluded Debt permitted by this Section 7.03.”



     (d) Dispositions. Section 7.05(f) of the Credit Agreement is hereby amended by replacing the
words “shall not exceed $50,00,000” contained in the second and third lines thereof with the words
“shall not exceed $100,000,000”.



     (e) Burdensome Agreements. Section 7.09 of the Credit Agreement is hereby amended by
replacing the words “exist on the date hereof” contained in clause (i)(x) to the proviso thereto
with the words “exist on the Amendment No. 1 Effective Date”.



     (f) Financial Covenants. The table set forth in Section 7.10(a) is hereby amended to read in
full as follows:



	 	 	 	 	 
	Period Ending Date	 	Leverage Ratio	 
	December 31, 2006 through December 31, 2008
	 	 	4.0:1.0	 
	March 31, 2009 through December 31, 2009
	 	 	3.5:1.0	 
	March 31, 2010 and thereafter
	 	 	3.25:1.0	 






     Section 9. Amendments to Events of Default and Remedies.



     (a) Events of Default. Section 8.01 of the Credit Agreement is hereby amended by replacing
the period at the end of clause (j) thereof with “; or” and adding a new clause (k) thereof that
reads in full as follows:



17









 






     ”(k) Collateral Documents. Any Collateral Document after delivery thereof pursuant to
Section 15(a) of Amendment No. 1 or Section 6.12 hereof shall for any reason (other than
pursuant to the terms thereof including as a result of a transaction permitted under
Section 7.05) cease to create a valid and perfected first priority Lien on and security
interest in any material portion of the Collateral, subject to Liens permitted under
Section 7.01, or any Loan Party shall assert in writing such invalidity or lack of
perfection or priority (other than in an informational notice delivered to the
Administrative Agent), except to the extent that any such loss of perfection or priority
results from the failure of the Administrative Agent to maintain possession of
certificates or other possessory collateral actually delivered to it representing
securities or other collateral pledged under the Collateral Documents or to file Uniform
Commercial Code financing statements, continuation statements or equivalent filings.”



     Section 10. Amendments to Agent Provisions.



     (a) Appointment and Authorization of Agents. Section 9.01 of the Credit Agreement is hereby
amended by adding a new clause (c) thereto that reads in full as follows:




     ”(c) The Administrative Agent shall also act as the “collateral agent” under the Loan
Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if
applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably
appoints and authorizes the Administrative Agent to act as the agent of (and to hold any
security interest created by the Collateral Documents for and on behalf of or on trust
for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on
Collateral granted by any of the Loan Parties to secure any of the Secured Obligations,
together with such powers and discretion as are reasonably incidental thereto. In this
connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents
and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for
purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)
granted under the Collateral Documents, or for exercising any rights and remedies
thereunder at the direction of the Administrative Agent), shall be entitled to the
benefits of all provisions of this Article 9 (including Section 9.07, as though such
co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan
Documents) as if set forth in full herein with respect thereto.”



     (b) Delegation of Duties. Section 9.02 of the Credit Agreement is hereby amended by inserting
the following parenthetical clause after the words “duties under this Agreement or any other Loan
Document” contained therein: “(including for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any
rights and remedies thereunder)”.



18









 





     (c) Liability of Agents. Section 9.03 of the Credit Agreement is hereby amended by inserting
the following clause after the words “or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document,” contained in 9th through
11th lines thereof: “or the perfection or priority of any Lien or security interest
created or purported to be created under the Collateral Documents,”.



     (d) Successor Agents. The 6th and 7th sentences of Section 9.09 of the
Credit Agreement is hereby amended to read in full as follows:




     “If no successor agent has accepted appointment as the Administrative Agent by the
date which is 30 days following the retiring Administrative Agent’s notice of resignation,
the retiring Administrative Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor agent as
provided for above; provided that in the case of any Collateral held by the
Administrative Agent on behalf of the Lenders or an L/C Issuer under any of the Loan
Documents, the retiring Administrative Agent shall continue to hold such Collateral until
such time as a successor Administrative Agent is appointed. Upon the acceptance of any
appointment as the Administrative Agent hereunder by a successor and upon the execution
and filing or recording of such financing statements, or amendments thereto, and such
other instruments or notices, as may be necessary or desirable, or as the Required Lenders
may request, in order to continue the perfection of the Liens granted or purported to be
granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to
and become vested with all the rights, powers, discretion, privileges, and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under the Loan Documents.”



     (e) Collateral and Guaranty Matters. Section 9.11 of the Credit Agreement is amended to read
in full as follows:




     “Section 9.11. Collateral and Guaranty Matters. The Lenders irrevocably authorize the
Administrative Agent:




     (a) to release any Lien on any property granted to or held by the Administrative
Agent under any Loan Document (i) upon termination of the Aggregate Commitments and
payment in full of all Secured Obligations (other than (A) Secured Hedging Obligations,
(B) Cash Management Obligations, (C) FNIS Notes Obligations and (D) contingent
indemnification obligations not yet accrued and payable) and the expiration or termination
of all Letters of Credit (or provision therefor in full in a manner reasonably
satisfactory to each L/C Issuer), (ii) that is sold or to be sold as part of or in
connection with any sale permitted



19









 







hereunder or under any other Loan Document to any Person other than a Loan Party,
(iii) subject to Section 11.01, if approved, authorized or ratified in writing by the
Required Lenders, or (iv) owned by a Guarantor upon release of such Guarantor from its
obligations under its Guaranty pursuant to clause (b) below; and




     (b) to release any Guarantor from its obligations under any Loan Document to which it
is a party if such Person ceases to be a Restricted Subsidiary as a result of a
transaction or designation permitted hereunder; provided that no such release shall occur
if such Guarantor continues to be a guarantor in respect of any Permitted Subordinated
Indebtedness unless and until such Guarantor is (or is being simultaneously) released from
its guarantee with respect to such Permitted Subordinated Indebtedness.




     Upon request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release its interest in
particular types or items of property, or to release any Guarantor from its obligations
under the Loan Documents pursuant to this Section 9.11. In each case as specified in this
Section 9.11, the Administrative Agent will, at the Borrowers’ expense, execute and
deliver to the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment and
security interest granted under the Collateral Documents, or to release such Guarantor
from its obligations under the Loan Documents, in each case in accordance with the terms
of the Loan Documents and this Section 9.11.”



     (f) Appointment of Supplemental Administrative Agents. Section 9.13 of the Credit Agreement
is hereby amended by renumbering subsection (b) thereof as subsection (c) and inserting a new
subsection (b) that reads in full as follows:




     ”(b) In the event that the Administrative Agent appoints a Supplemental
Administrative Agent with respect to any Collateral, (i) each and every right, power,
privilege or duty expressed or intended by this Agreement or any of the other Loan
Documents to be exercised by or vested in or conveyed to the Administrative Agent with
respect to such Collateral shall be exercisable by and vest in such Supplemental
Administrative Agent to the extent, and only to the extent, necessary to enable such
Supplemental Administrative Agent to exercise such rights, powers and privileges with
respect to such Collateral and to perform such duties with respect to such Collateral, and
every covenant and obligation contained in the Loan Documents and necessary to the
exercise or performance thereof by such Supplemental Administrative Agent shall run to and
be enforceable by either the Administrative Agent or such Supplemental Administrative
Agent, and (ii) the provisions of this Article



20









 







9 and of Section 9.07 (obligating the Borrowers to pay the Administrative Agent’s
expenses and to indemnify the Administrative Agent) that refer to the Administrative Agent
shall inure to the benefit of such Supplemental Administrative Agent and all references
therein to the Administrative Agent shall be deemed to be references to the Administrative
Agent and/or such Supplemental Administrative Agent, as the context may require.”



     Section 11. Amendments to Guaranty.




     (a) Guaranty. The first sentence of Section 10.01 of the Credit Agreement is hereby amended
to read in its entirety as follows:




“Each Borrower (other than a Designated Borrower that is a Foreign Subsidiary)
hereby guarantees the punctual payment when due, whether at scheduled maturity or
by acceleration, demand or otherwise, of all of its Guaranteed Obligations (each
Borrower in its capacity as guarantor under this Article 10, a “Guarantor
Party”).”



     (b) Guaranty Absolute. Section 10.03 of the Credit Agreement is hereby amended (i) to
renumber clauses (d), (e), (f) and (g) thereof as clauses (e), (f), (g) and (h), respectively, (ii)
to replace clause (c) thereof with the following clause (c) and (iii) to insert a new clause (d)
that reads in full as follows:




     ”(c) any taking, exchange, release or non-perfection of any Collateral or
any other collateral, or any taking, release or amendment or waiver of, or
consent to departure from, any other guaranty, for all or any of its Guaranteed
Obligations;




     (d) any manner of application of Collateral or any other collateral, or
proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of
sale or other disposition of any Collateral or any other collateral for all or
any of its Guaranteed Obligations or any other Secured Obligations of any Loan
Party under the Loan Documents or any other assets of any Loan Party or any of
its Subsidiaries;”.



     (c) Waiver and Acknowledgments.




     (i) Section 10.04(a) of the Credit Agreement is hereby amended to replace the clause
“any requirement that any Lender Party exhaust any right or take any action against any
Loan Party or any other Person” contained at the end thereof with the following clause:
“any requirement that any Secured Party protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right or take any action against any Loan Party or
any other Person or any Collateral”.



21









 






     (ii) Section 10.04(c) of the Credit Agreement is hereby amended to insert after the
words “to proceed against any of the other Loan Parties, any other guarantor or any other
Person” contained in the fifth and sixth lines therein the words “or any Collateral”.



     (d) Subrogation. Section 10.05 of the Credit Agreement is hereby amended by (i) adding after
the words “against any other Loan Party or any other insider guarantor” contained in the
8th line of the first sentence thereof the words “or any Collateral” and (ii) adding the
following clause at the end of the second sentence thereof: “, or to be held as Collateral for any
of such Guarantor Party’s Guaranteed Obligations or other amounts payable by it under this Article
10 thereafter arising”.



     Section 12. Amendments to Miscellaneous Provisions.



     (a) Amendments, Etc.




     (i) Clause (ii)(B) to the first proviso to Section 11.01(a) of the Credit Agreement
is hereby amended to read in full as follows:




     ”(B) release all or substantially all of the Collateral in any transaction
or series of related transactions, or release all or substantially all of the
value of the Guaranty”.




     (ii) The second proviso to Section 11.01(a) of the Credit Agreement is hereby amended
by (i) deleting the word “and” at the end of clause (4) thereto, (ii) renumbering clause
(5) thereto as clause (6) and inserting after the words “the Fee Letters” contained in
such clause (6) the words “and the eFunds Fee Letter” and (iii) inserting a new clause (5)
that reads in full as follows:




     ”(5) no amendment, waiver or consent shall alter the allocation of payments
set forth in Section 2.06(b)(iv) between the Classes of Term Loans without the
consent of Lenders having more than 50% of the outstanding principal amount of
each Class of Term Loans affected thereby, voting as separate classes; and”.




     (iii) Section 11.01(e) of the Credit Agreement is hereby amended to insert the words
“of any Class” after the words “to permit the refinancing of all outstanding Term Loans”
contained in the third and fourth lines thereof.




     (iv) Section 11.01(f) of the Credit Agreement is hereby amended (i) to replace the
words “by one or more Lenders (the “Consenting Lenders”)” contained in the fourth line
thereof with the words “by the Required Lenders” and (ii) to replace all other references
to



22









 







“Consenting Lenders” contained therein with the words “Required Lenders”.




     (v) Section 11.04 of the Credit Agreement is hereby amended to insert the following
sentence after the end of the first sentence thereof:




“The foregoing costs and expenses shall include all search and filing
charges relevant to the Collateral and fees and taxes related thereto,
and the related reasonable out-of-pocket expenses incurred by any
Agent.”




     (vi) Section 11.07(d)(i) of the Credit Agreement is hereby amended to replace the
dollar amount “$10,000,000” contained therein with the dollar amount “$1,000,000”.




     (vii) Section 11.07(f) of the Credit Agreement is hereby amended to insert after the
words “any amendment, waiver or other modification described in Section 11.01(a)(i)”
contained in 13th and 14th lines thereof the words “or Section
11.01(a)(ii)”.



     Section 13. Amendment of Subsidiary Guaranty. The parties hereto agree that the Subsidiary
Guaranty dated as of January 18, 2007 shall be amended to reflect the terms set forth in the form
of Subsidiary Guaranty attached hereto as Exhibit G (such amendment being referred to herein as the
"Subsidiary Guaranty Amendment”).



     Section 14. Representations and Warranties. The Company, as a Borrower under the Credit
Agreement, hereby represents and warrants to the Agents and the Lenders as follows:



     (a) Authorization; No Contravention. The execution, delivery and performance by the Company
of this Amendment are (a) within the Company’s corporate or other powers, (b) have been duly
authorized by all necessary corporate, shareholder or other organizational action, and (c) do not
and will not (i) contravene the terms of any of the Company’s Organization Documents, (ii) conflict
with or result in any breach or contravention of, or the creation of any Lien under (other than as
permitted by Section 7.01 of the Credit Agreement), or require any payment to be made under any (A)
documentation governing any Permitted Subordinated Indebtedness, (B) any other Contractual
Obligation to which the Company is a party or affecting the Company or the properties of the
Company or any of its Subsidiaries or (C) any order, injunction, writ or decree, of or with any
Governmental Authority or any arbitral award to which the Company or its property is subject; or
(iii) violate, in any material respect, any Law; except with respect to any conflict, breach or
contravention or payment (but not creation of Liens) referred to in clause (ii) to the extent that
such conflict, breach, contravention or payment could not reasonably be expected to have a Material
Adverse Effect.



23









 





     (b) Binding Effect. This Amendment has been duly executed and delivered by the Company. This
Amendment constitutes a legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as such enforceability may be limited by bankruptcy
insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights
generally and by general principles of equity.



     Section 15. Conditions To Effectiveness of Amendment. This Amendment shall become effective
upon the satisfaction of the following conditions (the “Amendment No. 1 Effective Date”):



     (a) The Administrative Agent’s receipt of the following, each of which shall be originals, or
electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each
properly executed by a Responsible Officer of the applicable Loan Party, each in form and substance
reasonably satisfactory to the Administrative Agent:




     (i) executed counterparts of this Amendment from the Company and the Required
Lenders;




     (ii) a guaranty substantially in the form of Exhibit G (either directly or via a
guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee
the Guaranteed Obligations in form and substance reasonably satisfactory to the
Administrative Agent and the Company, duly executed by eFunds, it being agreed that for so
long as the eFunds Bonds are outstanding, eFunds shall guarantee such obligations only up
to an amount that is permitted by the indenture governing the eFunds Bonds;




     (iii) executed counterparts of the Subsidiary Guaranty Amendment and the Company
Supplemental Agreement (together with all schedules contemplated thereby, which schedules
shall be reasonably satisfactory to the Administrative Agent);




     (iv) the Pledge Agreement, duly executed by each Loan Party together with:




     (A) certificates representing any certificated Pledged Equity referred to
therein accompanied by undated stock powers executed in blank,




     (B) a completed Perfection Certificate in the form attached hereto as Annex
B dated the Amendment No. 1 Effective Date and executed by a Responsible Officer
of each Loan Party (or such other form as may be reasonably acceptable to the
Administrative Agent); and



24









 






     (C) evidence reasonably satisfactory to the Administrative Agent that the
Liens (if any) indicated on a lien search with respect to each Loan Party in the
jurisdiction where such Loan Party is located (within the meaning of Section
9-307 of the Uniform Commercial Code as in effect in the State of New York)
either (1) with respect to the Company and its subsidiaries existing prior to the
time of the eFunds Merger, are permitted by Section 7.01 or (2) with respect to
eFunds and its subsidiaries existing at the time of the eFunds Merger, are
disclosed on the schedules to the eFunds Merger Agreement or are otherwise
permitted to exist by the eFunds Merger Agreement without giving the Company the
right to refuse to close on the eFunds Merger as a result of the existence of
such Liens;




     (v) evidence (in form reasonably satisfactory to the Administrative Agent) of the
identity, authority and capacity of each Responsible Officer of each Loan Party executing
this Amendment, the Subsidiary Guaranty Amendment or Subsidiary Guaranty, the Company
Supplemental Agreement or any Collateral Document on the Amendment No. 1 Effective Date;




     (vi) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, validly existing, in
good standing and qualified to engage in business in its jurisdiction of organization;




     (vii) opinions of counsel to the Company addressed to each Agent and each Lender
providing legal opinions substantially similar to those set forth on Annex C hereto (with
standard exceptions and qualifications reasonably acceptable to the Administrative Agent);




     (viii) a certificate signed by a Responsible Officer of the Company certifying as to
the satisfaction of the conditions set forth in Section 15(f) and (g) of this Amendment;




     (ix) a certificate attesting to the Solvency of the Company and the Restricted
Subsidiaries (taken as a whole) after giving effect to the eFunds Transactions, this
Amendment and each of the other transactions contemplated to occur on the Amendment No. 1
Effective Date from the chief financial officer, treasurer or assistant treasurer of the
Company; and




     (x) copies (certified to be true and complete by the Company) of any amendments to
the eFunds Merger Agreement and the disclosure schedules thereto.



     (b) All fees and expenses required to be paid on or before the Amendment No. 1 Effective Date
shall have been paid in full in cash.



25









 





     (c) The eFunds Merger Agreement and any material agreement relating thereto shall not have
been altered, amended or otherwise changed or supplemented in a manner material and adverse to the
Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each
case without the consent of the Arrangers (which shall not be unreasonably withheld or delayed).
The eFunds Merger shall have been consummated, or substantially concurrently consummated, in
accordance with the terms of the eFunds Merger Agreement.



     (d) There shall not have occurred between December 31, 2006 and the Amendment No. 1 Effective
Date any event, occurrence, change, state of circumstances or condition which, individually or in
the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in
the eFunds Merger Agreement and set forth for ease of reference in the annex attached hereto as
Annex A).



     (e) The Lenders shall have received (i) audited consolidated financial statements of eFunds
for the fiscal year ended December 31, 2006 and (ii) such financial information for periods ending
after December 31, 2006 as shall be publicly available prior to the Amendment No. 1 Effective Date
(or as may be otherwise delivered to the Company pursuant to the eFunds Merger Agreement). The
Lenders shall have received pro forma consolidated financial statements as to the Company and its
Subsidiaries, and forecasts of balance sheets, income statements and cash flow statements on a
quarterly basis for the first year following the Amendment No. 1 Effective Date and on an annual
basis for each year thereafter until the Maturity Date.



     (f) The representations and warranties of the Company contained in Section 14 of this
Amendment and the representations and warranties of the Company and each other Borrower contained
in Article 5 of the Credit Agreement and in the other Loan Documents shall be true and correct in
all material respects on and as of the Amendment No. 1 Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they shall
be true and correct in all material respects as of such earlier date; provided that the
only representations involving eFunds and its Subsidiaries, the making of which shall be a
condition to the effectiveness of this Amendment, shall be (A) the representations and warranties
made by or with respect to eFunds or its Subsidiaries in the eFunds Merger Agreement as are
material to the interests of Lenders, but only to the extent that the Company has the right to
terminate its obligations under the eFunds Merger Agreement as a result of a breach of such
representations and warranties in the eFunds Merger Agreement and (B) the representations and
warranties set forth in Sections 5.02 (other than clause (c)(ii) thereof), 5.04, 5.12 and 5.15 of
the Credit Agreement (as amended by this Amendment).



26









 





     (g) Subject to clause (f) above, no Default shall exist with respect to the Company and its
Subsidiaries at the time of, or after giving effect to, the eFunds Transactions and this Amendment.



     Section 16. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.



[The remainder of this page is intentionally blank.]




27









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.



	 	 	 	 	 
	 	FIDELITY NATIONAL INFORMATION SERVICES, INC. 

 	 
	 	By:  	/s/ Jennifer F. Alvarado 
 	 
	 	 	Name:  	Jennifer F. Alvarado                             	 
	 	 	Title:  	Vice President and Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., 

as Administrative Agent and Lender 

 	 
	 	By:  	/s/ Robert Anastasio
 	 
	 	 	Name:  	Robert Anastasio                            	 
	 	 	Title:  	Vice President 	 
	 





	 	 	 	 	 
	 	Name of Lender:

 	 
	 	By:  	   
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 









 








ANNEX A




Definition of “Material Adverse Effect” in eFunds Merger Agreement





     "Material Adverse Effect” means any material adverse change in or effect on the business,
financial condition, assets, liabilities or results of operations of the eFunds and its
Subsidiaries taken as a whole, other than any change or effect arising out of or resulting from (a)
a decrease in the market price of shares of eFunds Common Stock (provided that any underlying cause
of such decline may be considered in determining whether there may be a Material Adverse Effect),
(b) general political, economic or business conditions globally or in the United States or any
country or region in which eFunds does business or any changes therein, (c) general financial,
credit or capital market conditions, including interest rates or exchange rates, or any changes
therein, (d) changes in general legal, tax or regulatory conditions in the United States or any
other countries or regions in which eFunds does business, (e) changes in U.S. GAAP or authoritative
interpretations thereof, and changes in applicable law and related rules or regulations, (f) acts
of war (whether or not declared), the commencement, continuation or escalation of a war, acts of
armed hostility, sabotage or terrorism or other international or national calamity or any material
worsening of such conditions threatened or existing as of the date of this Agreement, (g) any
change or effect generally affecting the industries or business segments in which eFunds operates,
(h) any hurricane, earthquake, flood, or other natural disasters or acts of God, (i) the
announcement of the eFunds Merger Agreement, including the impact thereof on relationships,
contractual or otherwise, with customers, suppliers, vendors, lenders, investors, joint venture
partners or employees (but not any litigation resulting from such announcement), (j) any action by
the Company or any of its Affiliates prior to the date of the eFunds Merger Agreement or (k) any
action or omission by eFunds at the request or direction of the Company, provided that any
change or effect arising out of or resulting from the matters described in items (b) through (h) of
this definition shall not be excluded to the extent that such change or effect disproportionately
affects eFunds as compared to the majority of persons engaged in the industries in which eFunds
operates.




 










 





ANNEX B




PERFECTION CERTIFICATE




     Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended by
Amendment No. 1, dated July 30, 2007 and effective as of the Amendment Effective Date (“Amendment
No. 1”), and as otherwise amended and restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”) among Fidelity National Information Services, Inc. (the “Company”),
certain Subsidiaries of the Company party thereto (each, a “Designated Borrower” and, together with
the Company, the “Borrowers” and, each, a “Borrower”), each lender from time to time party thereto
(collectively, the “Lenders” and individually, a “Lender”), JPMorgan Chase Bank, N.A., as
Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer, and Bank of
America, N.A., as Swing Line Lender.



     Each of the undersigned (each a “Grantor”), hereby certifies the following (with respect to
itself) to the Administrative Agent and each other Secured Party as follows:




	1.	 	Set forth in columns 1, 2, 3 and 4, respectively, of Schedule 1 hereto is the current exact
legal name of each Grantor, as well as its type of legal entity (and any change in such type
since August 1, 2002), its jurisdiction of organization (and any change in such jurisdiction
since August 1, 2006), and, if applicable, any organizational identification number issued to
such Grantor by such jurisdiction.
	 
	2.	 	Set forth in column 5 of Schedule 1 hereto is each other legal name that has been used by
each Grantor since August 1, 2002 (excluding the names of any legal entities that have been
merged or consolidated into Grantor).
	 
	3.	 	Set forth in column 6 of Schedule 1 hereto, is the legal name of each other entity that has
been merged or consolidated into the Grantor since: (i) August 1, 2002, if the entity merged
or consolidated into the Grantor was organized under the laws of the same jurisdiction as the
Grantor; and (ii) August 1, 2006, if the entity merged or consolidated into the Grantor was
organized under the laws of a jurisdiction different than that of the Grantor (and in which
case such different jurisdiction is also listed).
	 
	4.	 	Set forth in column 7 of Schedule 1 hereto, is the legal name of each entity (and its
jurisdiction of organization) in regard to which all, or substantially all, of its assets were
acquired by the Grantor (other than through a merger or consolidation) since August 1, 2002.














 











     IN WITNESS WHEREOF, the undersigned have duly executed this certificate as of ______, 2007.



[Signature blocks for all Grantors to be added]





2









 








ANNEX B




SCHEDULE 1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(2)	 	 	(3)	 	 	(4)	 	 	 	 	 	 	(6)	 	 	 	 
	(1)	 	Entity	 	 	Jurisdiction of	 	 	Organizational	 	 	(5)	 	 	Mergers and	 	 	(7)	 
	Grantor Name	 	Type1	 	 	Organization	 	 	ID Number	 	 	Prior Names	 	 	Consolidations	 	 	Asset Acquisitions	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	1	 	Entity Types: corporation (C); limited liability
company (LLC); general partnership (GP); and limited partnership (LLP).














 










ANNEX C





	1.	 	Each of the Loan Parties is a [corporation, limited liability company or limited partnership
(as applicable)] validly existing under the laws of the _____________. The opinion in the
immediately preceding sentence is based solely upon review of copies of certificates issued by
the _____________ of the State of ____________ for each of the Loan Parties, and is limited
to the meaning ascribed to such certificates by the State of _____________ and to the status
of each of the Loan Parties on the date of the certificate relating to it.
	 
	2.	 	Each of the Loan Parties has the [corporate, limited liability company or limited partnership
(as applicable)] power and authority to execute and deliver the Loan Documents to which it is
a party and to perform its obligations thereunder.
	 
	3.	 	Each of the Loan Parties has duly authorized the execution and delivery of the Loan Documents
to which it is a party and the performance of its obligations thereunder.
	 
	4.	 	The execution and delivery by each of the Loan Parties of each Loan Document to which it is a
party does not, and if each of the Loan Parties were now to perform its obligations thereunder
such performance would not, result in any violation of the Organizational Documents of the
Loan Parties or the [applicable organizational statute].
	 
	5.	 	The Loan Parties have executed and delivered the Loan Documents to which they are parties.
	 
	6.	 	Each of the Loan Documents to which a Loan Party is a party constitutes the legal, valid and
binding obligation of such Loan Party, enforceable against such Loan Party in accordance with
its terms.
	 
	7.	 	The execution and delivery by each Loan Party of the Loan Documents to which it is a party
and the performance by such Loan Party of its obligations thereunder (if such Loan Party were
to perform its obligations on the date hereof) do not: (i) constitute a default under or
violate any of the terms, conditions or provisions of any document, agreement or other
instrument identified on Schedule A hereto; (ii) violate any applicable [State] or federal law
or regulation which, in our experience, is typically applicable to [corporations, limited
liability companies, or limited partnerships (as applicable)] in relation to
transactions of the type contemplated by the Loan Documents; (iii) violate any judgment,
writ, injunction, decree, order or ruling of any court or governmental authority binding
on any Loan Party named therein of which we have knowledge; or (iv) result in or require
the creation or imposition of any Lien on any asset of any Loan Party under any of the
documents, agreements and other instruments identified on Schedule A hereto.






	8.	 	No consent, approval, waiver, license or authorization or other action by or filing with any
[State] or federal governmental authority is required in connection with the execution and
delivery by any Loan Party of the Loan Documents to which it is a party or the














 






	 	 	performance by any Loan Party of its obligations thereunder on the date hereof, except for those already
obtained and in full force and effect.
	 
	9.	 	No Loan Party is an “investment company” and none of the Loan Parties is a company controlled
by an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.
	 
	10.	 	The making of the Credit Extensions under the Credit Agreement, and the use of proceeds
thereof, do not violate Regulations T, U or X of the Board of Governors of the Federal Reserve
System.
	 
	11.	 	The Pledge Agreement is effective to create, in favor of the Collateral Agent for the benefit
of the Secured Parties, as security for the Secured Obligations, a valid security interest
(the “Article 9 Security Interest”) in the right, title and interest of each Loan Party
executing such Pledge Agreement as a “grantor” in that portion of the Collateral (as defined
in the Pledge Agreement) described therein in which a security interest may be created
pursuant to Article 9 of the Uniform Commercial Code (the “Article 9 Collateral”) as in
effect in the [State] on the date hereof (the “UCC”).
	 
	12.	 	To the extent that the filing of a Uniform Commercial Code financing statement in the [State]
is effective under the UCC to perfect a security interest in the Article 9 Collateral, the
Article 9 Security Interest in the Article 9 Collateral will be perfected upon the filing of
Uniform Commercial Code financing statements in the forms attached hereto as Exhibit A (the
“Financing Statements”) in the filing office located in the [State] that is indicated thereon.
	 
	13.	 	Assuming that the certificates evidencing the “Pledged Equity” specifically listed on
Schedule II to the Pledge Agreement (in either bearer form or registered form), in each case
indorsed by an appropriate person in blank or accompanied by instruments
of transfer or assignment in blank duly executed by an appropriate person, have been
delivered on or prior to the date hereof to the Collateral Agent, and have been
continuously held by the Collateral Agent since such delivery, in each case in the
[State], then, on the date hereof: (i) such security interest is perfected; (ii) the
Collateral Agent has, for the benefit of the Secured Parties, control (within the meaning
of Section 8-106 of the UCC) of such Pledged Equity; and (iii) assuming the absence of
notice of any adverse claim (as defined in Sections 8-102(a)(1) and 8-105 of the UCC)
thereto on the part of any Secured Party, the Collateral Agent will be a protected
purchaser (within the meaning of Section 8-303(a) of the UCC) of such security interest in
such Pledged Equity.














 











EXHIBIT E




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date: _______, ____



To: JPMorgan Chase Bank, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended,
restated, amended and restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement”; the terms defined therein being used herein as therein defined), among
Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), the Designated
Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line
Lender.



     The undersigned, a Responsible Officer of the Company, hereby certifies as of the date hereof
that he/she is the _______________ of the Company, and that, as such, he/she is authorized to
execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the
Company and its Restricted Subsidiaries, and hereby certifies on behalf of the Company that:



[Use following paragraph 1 for fiscal year-end financial statements]



     1. Attached hereto as Schedule 1 are the year-end audited financial statements required by
Section 6.01(a) of the Agreement for the fiscal year of the Company and its Subsidiaries ended as
of the above date, together with the report and opinion of the independent certified public
accountant required by such Section.



[Use following paragraph 1 for fiscal quarter financial statements]



     1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section
6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such
financial statements fairly present in all material respects the financial condition, results of
operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance
with GAAP as at such date and for such period, subject only to normal year-end audit adjustments
and the absence of footnotes.



     2. To the knowledge of the undersigned Responsible Officer, the Company has caused to be made,
a review of the activities of the Company and its Restricted Subsidiaries in regard to the matters
relevant to this Compliance



E-1









 




Certificate during such fiscal period and has required that the results
thereof be reported to the undersigned Responsible Officer.




[select one:]




     [To the knowledge of the undersigned Responsible Officer after taking into account the review
reports described above, no Default has occurred during such fiscal period and is continuing on the
Financial Statement Date.]



–or–




     [To the knowledge of the undersigned Responsible Officer after taking into account the review
reports described above, the following is a list of each Default (and its nature and status) that
has occurred during such fiscal period and is continuing on the Financial Statement Date:]



     3. The financial covenant analyses and information set forth on Schedule 2 attached hereto are
delivered in compliance with Section 6.02(b).



     4. Attached hereto as Schedule 3 is a description of all events, conditions or circumstances
during the fiscal quarter ended as of the above date requiring a mandatory prepayment under Section
2.06(b) of the Agreement (excluding any event regarding which the Company has notified the
Administrative Agent that the Company intends to reinvest the Net Cash Proceeds thereof, provided
that either such reinvestment has been made or the time permitted for such reinvestment has not
expired during such period), in each case as required by Section 6.02(f) of the Agreement.



     5. The aggregate principal amount of the Swing Line Loans and Revolving Credit Loans that were
drawn for the purpose of credit card settlements and outstanding on the Financial Statement Date is
$______, of which $______ (the “Repaid Amount”) was repaid within three Business Days after the
Financial Statement Date, and the Total Indebtedness set forth in Schedule 2 has been reduced by
the Repaid Amount.



     [Include the following paragraph 6 if proceeds of Dispositions of assets pursuant to Section
7.05(l)(ii), Section 7.05(q) or Section 7.05(s) of the Agreement or proceeds of Casualty Events
were deducted from Excess Cash Flow during the relevant period]



     6. The following sum was deducted from Excess Cash Flow for the fiscal year ending on the
Financial Statement Date pursuant to clause (vi) of the definition of “Excess Cash Flow”: $______.




E-2









 






     IN WITNESS WHEREOF, the undersigned Responsible Officer has executed this Certificate on
behalf of the Company as of ________________.



	 	 	 	 	 
	 	FIDELITY NATIONAL INFORMATION SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



E-3









 






	 	 	 	 	 



SCHEDULE 1

to the Compliance Certificate



[Audited or unaudited financial statements required by Section 6.01(a) or (b) of the Agreement]





E-4











 





SCHEDULE 2

to the Compliance Certificate

($ in 000’s)




For the Quarter/Year ended
                    
                     (“Financial Statement Date”)



“Subject Period” means the four consecutive fiscal quarters ending on the Financial Statement Date.



All Section references refer to the Agreement.




	 	 	 	 	 
	I. Section 7.11(a)—Leverage Ratio1
	 	 	 	 
	 
	 	 	 	 
	A. Consolidated EBITDA of the Consolidated Companies
	 	 	 	 
	 
	 	 	 	 
	1. Consolidated Net Income:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. The sum of the amount which, in the determination of
Consolidated Net Income for such period, was deducted for,
without duplication:
	 	 	 	 
	 
	 	 	 	 
	(i)        total interest expense:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(ii)       income, franchise and similar taxes:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(iii)      depreciation and amortization expense (including
amortization of intangibles, goodwill and organization
costs):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(iv)      letter of credit fees:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(v)       non-cash expenses resulting from any employee
benefit or management compensation plan or the grant of
stock and stock options to employees of the Company or
any of its Subsidiaries pursuant to a written plan or
agreement or the treatment of such options under
variable plan accounting:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(vi)      extraordinary charges:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(vii)     non-cash amortization (or write offs) of financing
costs (including debt discount, debt issuance costs and
commissions and other fees associated with Indebtedness,
including the Loans):
	 	$	 	 
	 
	 	 	 







 




			
	1	 	Calculated as of the end of any fiscal quarter of the
Company for the Subject Period.





E-5









 





	 	 	 	 	 
	(viii)    cash expenses incurred in connection with the
Certegy Merger, Reorganization, the eFunds Transactions,
or, to the extent permitted under the Agreement, any
Investment permitted under Section 7.02 (including any
Permitted Acquisition), Equity Issuance or Debt Issuance
(in each case, whether or not consummated):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(ix)      losses realized upon the Disposition of property or
assets outside of the ordinary course of business:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(x)       to the extent actually reimbursed, expenses incurred
to the extent covered by indemnification provisions in
any agreement in connection with a Permitted
Acquisition:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(xi)      to the extent covered by insurance, expenses with
respect to liability or casualty events or business
interruption:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(xii)     management fees permitted under Section 7.08(d):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(xiii)    non-cash purchase accounting adjustment and any
non-cash write-up, write-down or write-off with respect
to re-valuing assets and liabilities in connection with
the Certegy Merger, the Reorganization, the eFunds
Merger or any Investment permitted under Section 7.02
(including any Permitted Acquisition):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(xiv)    non-cash losses from Joint Ventures and non-cash
minority interest reductions:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(xv)     fees and expenses in connection with exchanges or
refinancings permitted by Section 7.11:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(xvi)    (A) non-cash, non-recurring charges with respect
to employee severance, (B) other non-cash, non-recurring
charges so long as such charges described in this clause
(B) do not result in a cash charge in a future period
(except as permitted in clause (xvi)(C)) and (C)
non-recurring charges other than those referred to in
clauses (A) and (B) so long as such charges described in
this clause (C) do not exceed $30,000,000 during any
fiscal year:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(xvii)  other expenses or charges reducing Consolidated
Net Income which do not represent a cash item in such
period or any future period:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. The sum of the amount which, in the determination of
Consolidated Net Income, has been included for:
	 	 	 	 






E-6









 





	 	 	 	 	 
	(i)         non-cash gains (other than with respect to cash
actually received) and extraordinary gains:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(ii)       gains realized upon the Disposition of property
outside of the ordinary course of business:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	4. Unrealized losses/gains in respect of Swap Contracts:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	5.
Consolidated EBITDA (Line I.A.1 + Total for I.A.2 - Total
for I.A.3 (+/-) Line I.A.4)
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	B. Total Indebtedness at the Financial Statement Date
	 	 	 	 
	 
	 	 	 	 
	1. The aggregate Outstanding Amount of all Loans, the aggregate
undrawn amount of all outstanding trade Letters of Credit and
all Unreimbursed Amounts:2
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. The sum of the following other Indebtedness of the
Consolidated Companies, in each case other than Specified
Non-Recourse Indebtedness:3
	 	 	 	 
	 
	 	 	 	 
	(i)       all obligations for borrowed money and all
obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments or agreements:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(ii)      the maximum available amount of all letters of credit
(including standby and commercial) and bankers’
acceptances, in each case solely to the extent drawn and
unreimbursed:
	 	$	 	 
	 
	 	 	 







 




			
	2	 	The amount to be reported on Item 1 shall be reduced by
the Repaid Amount referred in paragraph 5 of the Compliance Certificate (i.e.
the amount of any outstanding Swing Line Loans and Revolving Credit Loans drawn
for the purpose of credit card settlements that were repaid within three
Business Days after the Financial Statement Date).
	 
	3	 	Item 2 shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is non-recourse to such
Person.





E-7









 





	 	 	 	 	 
	(iii)    all obligations to pay the deferred purchase price of
property or services (other than (i) trade accounts payable
in the ordinary course of business, (ii) any earn-out
obligation until such obligation appears in the liabilities
section of the balance sheet, and (iii) any earn-out
obligation that appears in the liabilities section of the
balance sheet, to the extent (A) indemnified for the
payment thereof by a solvent Person reasonably acceptable
to the Administrative Agent or (B) amounts to be applied to
the payment therefore are in escrow):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(iv)     indebtedness (excluding prepaid interest thereon)
secured by a Lien on property owned or being purchased by
such Person (including indebtedness arising under
conditional sales or other title retention agreements and
mortgage, industrial revenue bond, industrial development
bond and similar financings), whether or not such
indebtedness shall have been assumed by such Person or is
limited in recourse (the amount for purposes of this Item
(iv) shall be deemed to be equal to the lesser of (x) the
aggregate unpaid amount of such indebtedness and (y) the
fair market value of the property encumbered thereby as
determined by such Person in good faith):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(v)      all Attributable Indebtedness:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(vi)     all
indebtedness or similar financing obligations under any
Securitization Financing:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	(vii)    all Guarantees of the Consolidated Companies of any
of items (i) through (vi):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	Subtotal:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. Total Indebtedness (Item 1 + Subtotal for
Item 2):4
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	Leverage Ratio (Line I.B.3 ÷ Line I.A.5)
	 	 	__: 1.00	 








 




			
	4	 	To be reduced, in the case of any Indebtedness of a
Majority-Owned Subsidiary, by an amount directly proportional to the amount by
which Consolidated EBITDA determined pursuant to Section I.A. above was reduced
(including through the calculation of Consolidated Net Income) by the
elimination of a minority interest in such Majority-Owned Subsidiary owned by a
Person other than a Consolidated Company.





E-8









 





     Maximum permitted:




	 	 	 	 	 
	Period Ending Date	 	Leverage Ratio
	December 31, 2006 through December 31, 2008
	 	 	4.0:1.0	 
	March 31, 2009 through December 31, 2009
	 	 	3.5:1.0	 
	March 31, 2010 and thereafter
	 	 	3.25:1.0	 






E-9









 





	 	 	 	 	 
	II. Section 7.11(b)—Interest Coverage Ratio5
	 	 	 	 
	 
	 	 	 	 
	A. Consolidated EBITDA of the Consolidated Companies (Line
I.A.5 above):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	B. Consolidated Interest Charges of the Consolidated
Companies for the Subject Period, which is the amount
payable with respect to:
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	1.  total interest expense payable in cash plus
pay-in-kind interest in respect of all obligations (in
each case other than Specified Non-Recourse
Indebtedness) for borrowed money and all obligations
evidenced by bonds, debentures, notes, loan agreements
or similar instruments or agreements (including the
interest component under Capitalized Leases, but
excluding, to the extent included in interest expense,
(i) fees and expenses associated with the consummation
of the Transaction, (ii) annual agency fees paid to
the Administrative Agent, (iii) costs associated with
obtaining Swap Contracts, (iv) fees and expenses
associated with any Investment permitted under Section
7.02, Equity Issuance or Debt Issuance (whether or not
consummated) and (v) amortization of deferred
financing costs):
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	2.  interest income with respect to Cash on Hand:
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Interest Charges Total
(Line II.B.1 - Line II.B.2)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Interest Coverage Ratio (Line II.A.5 ÷ Line II.B)
	 	 	__:1.00	 
	 
	 	 	 





     Minimum required:




	 	 	 	 	 
	Period Ending Date	 	Interest Coverage Ratio
	December 31, 2006 through December 31, 2008
	 	 	3.50:1	 
	March 31, 2009 and thereafter
	 	 	4.00:1	 








 




			
	5	 	Calculated as of the end of any fiscal quarter of the
Company for the four fiscal quarters ending on the Financial Statement Date.





E-10









 





SCHEDULE 3

to the Compliance Certificate

(Items required by Section 6.02(f) of the Agreement)




Mandatory Prepayment Events:





 










 





EXHIBIT G




SUBSIDIARY GUARANTY




Dated as of [  ], 2007




From




THE SUBSIDIARY GUARANTORS NAMED HEREIN




and




THE ADDITIONAL SUBSIDIARY GUARANTORS REFERRED TO HEREIN




as Subsidiary Guarantors




in favor of




THE GUARANTEED PARTIES REFERRED TO HEREIN




 









 








TABLE OF CONTENTS




 






	 	 	 	 	 
	 	 	Page	 
	 	 	 	 	 
	SECTION 1. Guaranty; Limitation of Liability
	 	 	1	 
	SECTION 2. Guaranty Absolute
	 	 	2	 
	SECTION 3. Waivers and Acknowledgments
	 	 	4	 
	SECTION 4. Subrogation
	 	 	5	 
	SECTION 5. Payments Free and Clear of Taxes, Etc.
	 	 	5	 
	SECTION 6. Covenants
	 	 	6	 
	SECTION 7. Amendments, Release of Subsidiary Guarantors, Etc.
	 	 	6	 
	SECTION 8. Guaranty Supplements
	 	 	6	 
	SECTION 9. Notices, Etc.
	 	 	7	 
	SECTION 10. No Waiver; Remedies
	 	 	7	 
	SECTION 11. Right of Set-off
	 	 	7	 
	SECTION 12. Continuing Guaranty; Assignments under the Credit Agreement
	 	 	8	 
	SECTION 13. Execution in Counterparts
	 	 	8	 
	SECTION 14. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC.
	 	 	8	 






Exhibit A — Guaranty Supplement





 









 








SUBSIDIARY GUARANTY




     SUBSIDIARY GUARANTY dated as of [  ], 2007 (this “Guaranty”) made by the Persons listed on
the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Subsidiary
Guarantors (as defined in Section 8) (such Persons so listed and the Additional Subsidiary
Guarantors being, collectively, the “Subsidiary Guarantors” and, individually, a “Subsidiary
Guarantor”) in favor of the Guaranteed Parties (as defined in Section 1).



PRELIMINARY STATEMENT




     Reference is made to the Credit Agreement dated as of January 18, 2007 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
the capitalized terms defined therein and not otherwise defined herein being used herein as therein
defined) among Fidelity National Information Services, Inc., a Georgia corporation (the “Company”),
the Designated Borrowers from time to time party thereto, certain Lenders party thereto, JPMorgan
Chase Bank, N.A., as L/C Issuer, Swing Line Lender and Administrative Agent, and Bank of America,
N.A., as Swing Line Lender. Each Subsidiary Guarantor may receive, directly or indirectly, a
portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct
and indirect benefits from the transactions contemplated by the Loan Documents. It is a condition
precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the
Credit Agreement that each Subsidiary Guarantor shall have executed and delivered this Guaranty.



     NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make
Loans and to issue Letters of Credit under the Credit Agreement, each Subsidiary Guarantor, jointly
and severally with each other Subsidiary Guarantor, hereby agrees as follows:



     SECTION 1. Guaranty; Limitation of Liability. (a) Each Subsidiary Guarantor hereby, jointly
and severally, absolutely, unconditionally and irrevocably guarantees the punctual payment when
due, whether at scheduled maturity or by acceleration, demand or otherwise, of all of its
Guaranteed Obligations. Without limiting the generality of the foregoing, the liability of each
Subsidiary Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by any other Loan Party to any Secured Party other than any holder of FNIS Notes
Obligations (collectively, the “Guaranteed Parties”) under or in respect of the Loan Documents but
for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Loan Party.



 









 





     (b) Each Subsidiary Guarantor, and by its acceptance of this Guaranty, the Administrative
Agent, on behalf of itself and each other Guaranteed Party, hereby confirms that it is the
intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Subsidiary
Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty
and the Guaranteed Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing
intention, the Administrative Agent, the other Guaranteed Parties and the Subsidiary Guarantors
hereby irrevocably agree that the Guaranteed Obligations of each Subsidiary Guarantor under this
Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed
Obligations of such Subsidiary Guarantor under this Guaranty not constituting a fraudulent transfer
or conveyance under Bankruptcy Law or any comparable provision of applicable law. For purposes
hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 8.01(f) of the
Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the
relief of debtors.



     (c) Subject to Section 4 of this Guaranty, each Subsidiary Guarantor hereby unconditionally
and irrevocably agrees that in the event any payment shall be required to be made to any Guaranteed
Party under this Guaranty or Article 10 of the Credit Agreement or any other guaranty, such
Subsidiary Guarantor will contribute, to the maximum extent permitted by law, such amounts to each
other Subsidiary Guarantor so as to maximize the aggregate amount paid to the Guaranteed Parties
under or in respect of the Loan Documents.



     (d) Each Subsidiary Guarantor hereby agrees that any Indebtedness owed by it to another Loan
Party shall be subordinated to the Guaranteed Obligations of such Subsidiary Guarantor and that any
Indebtedness owed to it by another Loan Party shall be subordinated to the Guaranteed Obligations
of such other Loan Party, it being understood that such Subsidiary Guarantor or such other Loan
Party, as the case may be, may make payments on such intercompany Indebtedness unless an Event of
Default has occurred and is continuing.



     SECTION 2. Guaranty Absolute. Each Subsidiary Guarantor guarantees that the Guaranteed
Obligations will be paid in accordance with the terms of the Loan Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any Guaranteed Party with respect thereto. The Guaranteed Obligations of each
Subsidiary Guarantor under or in respect of this Guaranty are independent of the Guaranteed
Obligations or any other Obligations of any other Loan Party under or in respect of the Loan
Documents, and a separate action or actions may be brought and prosecuted against each Subsidiary
Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any
Borrower or



2









 







any other Loan Party or whether any Borrower or any other Loan Party is joined in any such
action or actions. The liability of each Subsidiary Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional, and each Subsidiary Guarantor hereby irrevocably waives
any defenses (other than payment in full of the Guaranteed Obligations) it may now have or
hereafter acquire in any way relating to, any or all of the following:



     (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument
relating thereto;



     (b) any change in the time, manner or place of payment of, or in any other term of, all or any
of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect
of the Loan Documents, or any other amendment or waiver of or any consent to departure from any
Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting
from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;



     (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral,
or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty,
for all or any of its Guaranteed Obligations;



     (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to
all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any
Collateral or any other collateral for all or any of its Guaranteed Obligations or any other
Secured Obligations of any Loan Party under the Loan Documents or any other assets of any Loan
Party or any of its Subsidiaries;



     (e) any change, restructuring or termination of the corporate structure or existence of any
Loan Party or any of its Subsidiaries;



     (f) any failure of any Guaranteed Party to disclose to any Loan Party any information relating
to the business, condition (financial or otherwise), operations, performance, properties or
prospects of any other Loan Party now or hereafter known to such Guaranteed Party (each Subsidiary
Guarantor waiving any duty on the part of the Guaranteed Parties to disclose such information);



     (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty
Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction
of liability of any Subsidiary Guarantor or other guarantor or surety with respect to the
Guaranteed Obligations; or



     (h) any other circumstance or any existence of or reliance on any representation by any
Guaranteed Party that might otherwise constitute a defense



3









 







available to, or a discharge of, any Loan Party or any other guarantor or surety other than
satisfaction in full of the Guaranteed Obligations.


This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any
Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization of any
Borrower or any other Loan Party or otherwise, all as though such payment had not been made.




     SECTION 3. Waivers and Acknowledgments. D(a) Each Subsidiary Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment,
demand for performance, notice of non-performance, default, acceleration, protest or dishonor and
any other notice with respect to any of the Guaranteed Obligations and this Guaranty (other than
any demand, presentment or notice required by the Loan Documents) and any requirement that any
Guaranteed Party protect, secure, perfect or insure any Lien or any property subject thereto or
exhaust any right or take any action against any Loan Party or any other Person or any Collateral.



     (b) Each Subsidiary Guarantor hereby unconditionally and irrevocably waives any right to
revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all
Guaranteed Obligations, whether existing now or in the future.



     (c) Each Subsidiary Guarantor hereby unconditionally and irrevocably waives (i) any defense
arising by reason of any claim or defense based upon an election of remedies by any Guaranteed
Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such Subsidiary Guarantor or
other rights of such Subsidiary Guarantor to proceed against any other Loan Party, any other
guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off
or counterclaim against or in respect of the Guaranteed Obligations of such Subsidiary Guarantor
hereunder.



     (d) Each Subsidiary Guarantor hereby unconditionally and irrevocably waives any duty on the
part of any Guaranteed Party to disclose to such Subsidiary Guarantor any matter, fact or thing
relating to the business, condition (financial or otherwise), operations, performance, properties
or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such
Guaranteed Party.



     (e) Each Subsidiary Guarantor acknowledges that it will receive substantial direct and
indirect benefits from the financing arrangements contemplated by the Loan Documents and that the
waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such
benefits.



4









 





     SECTION 4. Subrogation. Each Subsidiary Guarantor hereby unconditionally and irrevocably
agrees not to exercise any rights that it may now have or hereafter acquire against any other Loan
Party that arise from the existence, payment, performance or enforcement of such Subsidiary
Guarantor’s Guaranteed Obligations under or in respect of this Guaranty or any other Loan Document,
including, without limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of any Guaranteed Party
against any other Loan Party or any Collateral, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, including, without limitation, the right to
take or receive from any other Loan Party, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim, remedy or right,
unless and until all of the Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash, all Letters of Credit shall have expired or been
terminated or otherwise provided for in full in a manner reasonably satisfactory to the L/C Issuer
and the Commitments shall have expired or been terminated. If any amount shall be paid to any
Subsidiary Guarantor in violation of the immediately preceding sentence at any time prior to the
latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty, (b) the final Maturity Date and (c) the latest date of expiration or
termination of all Letters of Credit or other provision therefor in full in a manner reasonably
satisfactory to the L/C Issuer, such amount shall be received and held in trust for the benefit of
the Guaranteed Parties, shall be segregated from other property and funds of such Subsidiary
Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as
so received (with any necessary endorsement or assignment) to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or
unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any
of such Subsidiary Guarantor’s Guaranteed Obligations or other amounts payable by it under this
Guaranty thereafter arising. If (i) all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have been paid in full in cash, (ii) the final Maturity Date
shall have occurred and (iii) all Letters of Credit shall have expired or been terminated or other
provision therefor in full shall have been made in a manner reasonably satisfactory to the L/C
Issuer, the Guaranteed Parties will, at any Subsidiary Guarantor’s request and expense, execute and
deliver to such Subsidiary Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to such Subsidiary
Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such
Subsidiary Guarantor pursuant to this Guaranty.



     SECTION 5. Payments Free and Clear of Taxes, Etc. Any and all payments by any Subsidiary
Guarantor under this Guaranty or any other Loan Document shall be made in accordance with the terms
of the Credit Agreement,



5









 







including the provisions of Section 3.01 of the Credit Agreement (and such Subsidiary
Guarantor shall make such payments of Taxes and Other Taxes to the extent described in Section
3.01), as though such payments were made by a Borrower.



     SECTION 6. Covenants. Each Subsidiary Guarantor covenants and agrees that, so long as any
part of the Guaranteed Obligations shall remain unpaid, any Letter of Credit shall be outstanding
or not otherwise provided for in full in a manner reasonably satisfactory to the L/C Issuer or any
Lender shall have any Commitment, such Subsidiary Guarantor will perform and observe, and cause
each of its Restricted Subsidiaries to perform and observe, all of the terms, covenants and
agreements set forth in the Loan Documents on its or their part to be performed or observed or that
the Company has agreed to cause such Subsidiary Guarantor or such Restricted Subsidiaries to
perform or observe.



     SECTION 7. Amendments, Release of Subsidiary Guarantors, Etc. No amendment or waiver of any
provision of this Guaranty and no consent to any departure by any Subsidiary Guarantor therefrom
shall in any event be effective unless the same shall be in writing and signed by the
Administrative Agent and the Subsidiary Guarantors (with the consent of the requisite number of
Lenders specified in the Credit Agreement) and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given. A Subsidiary Guarantor
shall automatically be released from this Guaranty and its obligations hereunder (a) upon
consummation of any transaction or designation permitted by the Credit Agreement as a result of
which such Subsidiary Guarantor (i) ceases to be a Restricted Subsidiary, (ii) ceases to be a
Subsidiary or (iii) becomes a Foreign Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary,
in each case to the extent permitted by the Credit Agreement (provided that no such release shall
occur if such Subsidiary Guarantor is a guarantor in respect of Permitted Subordinated
Indebtedness) or (b) if the Company determines that such Subsidiary Guarantor is no longer required
under Section 6.12 of the Credit Agreement to be a Subsidiary Guarantor and gives notice to that
effect to the Administrative Agent. The Administrative Agent will, at the Company’s expense,
execute and deliver to such Subsidiary Guarantor such documents as the Company shall reasonably
request to evidence the release of such Subsidiary Guarantor from its Guarantee hereunder pursuant
to this Section 7; provided that the Company shall have delivered to the Administrative Agent a
written request therefor and a certificate of the Company to the effect that the transaction,
designation or determination, as the case may be, is in compliance with the Loan Documents. The
Administrative Agent shall be authorized to rely on any such certificate without independent
investigation.



     SECTION 8. Guaranty Supplements. Upon the execution and delivery by any Person of a
guaranty supplement in substantially the form of Annex A hereto (each, a “Guaranty Supplement”),
(a) such Person shall be referred to as an



6









 




“Additional Subsidiary Guarantor” and shall become and be a Subsidiary Guarantor hereunder,
and each reference in this Guaranty to a “Subsidiary Guarantor” shall also mean and be a reference
to such Additional Subsidiary Guarantor, and each reference in any other Loan Document to a
“Subsidiary Guarantor” shall also mean and be a reference to such Additional Subsidiary Guarantor,
and (b) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import
referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary
Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean
and be a reference to this Guaranty as supplemented by such Guaranty Supplement.




     SECTION 9. Notices, Etc. All notices and other communications provided for hereunder shall
be in writing (including, without limitation, telegraphic, telecopy or telex communication or
facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if
to any Subsidiary Guarantor, addressed to it in care of the Company at the Company’s address
specified in Section 11.02 of the Credit Agreement, if to any Agent or any Lender, at its address
specified in Section 11.02 of the Credit Agreement, or, as to any party, at such other address as
shall be designated by such party in a written notice to each other party. All such notices and
other communications shall be deemed to be given or made at such time as shall be set forth in
Section 11.02 of the Credit Agreement. Delivery by telecopier or electronic mail of an executed
counterpart of a signature page to any amendment or waiver of any provision of this Guaranty or of
any Guaranty Supplement to be executed and delivered hereunder shall be effective as delivery of an
original executed counterpart thereof.



     SECTION 10. No Waiver; Remedies. No failure on the part of any Guaranteed Party to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.



     SECTION 11. Right of Set-off. Upon (a) the occurrence and during the continuance of any
Event of Default and (b) the making of the request or the granting of the consent specified by
Section 8.02 of the Credit Agreement to authorize the Administrative Agent to declare the Loans due
and payable pursuant to the provisions of said Section 8.02, the Administrative Agent and, after
obtaining the prior written consent of the Administrative Agent, each other Agent and each Lender
is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final,
but not any deposits held in a custodial, trust or other fiduciary capacity) at any time held and
other indebtedness at any time owing by such Agent or such Lender to or for the credit



7









 







or the account of any Subsidiary Guarantor against any and all of the Guaranteed Obligations
of such Subsidiary Guarantor now or hereafter existing under any Loan Document, irrespective of
whether such Agent or such Lender shall have made any demand under this Guaranty or any other Loan
Document and although such Guaranteed Obligations may be unmatured. Each Agent and each Lender
agrees promptly to notify such Subsidiary Guarantor after any such set-off and application;
provided that the failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Agent and each Lender under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off) that such Agent and
such Lender may have.



     SECTION 12. Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the
payment in full in cash of the Guaranteed Obligations and all other amounts payable under this
Guaranty, (ii) the final Maturity Date and (iii) the latest date of expiration or termination of
all Letters of Credit or other provision therefor in full in a manner reasonably satisfactory to
the L/C Issuer, (b) be binding upon each Subsidiary Guarantor, its successors and assigns and (c)
inure to the benefit of and be enforceable by the Guaranteed Parties and their permitted
successors, transferees and assigns. Without limiting the generality of clause (c) of the
immediately preceding sentence, any Guaranteed Party may assign or otherwise transfer all or any
portion of its rights and obligations under the Credit Agreement (including, without limitation,
all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to
any other Person, and such other Person shall thereupon become vested with all the benefits in
respect thereof granted to such Guaranteed Party herein or otherwise, in each case as and to the
extent provided in Section 11.07 of the Credit Agreement. Except as expressly provided in the
Credit Agreement, no Subsidiary Guarantor shall have the right to assign its rights hereunder or
any interest herein without the prior written consent of all Lenders.



     SECTION 13. Execution in Counterparts. This Guaranty and each amendment, waiver and consent
with respect hereto may be executed in any number of counterparts and by different parties thereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Guaranty by telecopier shall be effective as delivery of an
original executed counterpart of this Guaranty.



     SECTION 14. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC. (a) THIS GUARANTY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



8









 





     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY,
EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.



     (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM,
DEMAND, ACTION, OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




9 









 





     IN WITNESS WHEREOF, each Subsidiary Guarantor has caused this Guaranty to be duly executed and
delivered by its duly authorized signatory as of the date first above written.



	 	 	 	 	 
	 	[Subsidiary Guarantors:]

 	 
	 	Each By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






Accepted and agreed:




	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A., as 

Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




2











 





Annex A

to the

Subsidiary Guaranty




FORM OF SUBSIDIARY GUARANTY SUPPLEMENT




_________ __, ____




JPMorgan Chase Bank, N.A., as Administrative Agent

1111 Fannin Street, Floor 10

Houston, Texas 77002-6925




Attention:                     



Re: Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among Fidelity
National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to
time party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as L/C Issuer, Swing
Line Lender and Administrative Agent, and Bank of America, N.A., as Swing Line Lender.




Ladies and Gentlemen:




     Reference is made to the Credit Agreement and to the Subsidiary Guaranty referred to therein
(such Subsidiary Guaranty, as in effect on the date hereof and as it may hereafter be amended,
supplemented or otherwise modified from time to time, together with this Subsidiary Guaranty
Supplement (this “Guaranty Supplement”), being the “Subsidiary Guaranty”). The capitalized terms
defined in the Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are
used herein as therein defined.



     Section 1. Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and
severally with the other Subsidiary Guarantors, absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or by acceleration, demand
or otherwise, of all of its Guaranteed Obligations. Without limiting the generality of the
foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Loan Party to any Guaranteed Party under or
in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan
Party.



     (b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative
Agent, on behalf of itself and each other



A-1









 




Guaranteed Party, hereby confirms that it is the
intention of all such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the
Guaranteed
Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer
or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to
the extent applicable to this Guaranty Supplement and the Guaranteed Obligations of each Subsidiary
Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other
Guaranteed Parties and the undersigned hereby irrevocably agree that the Guaranteed Obligations of
the undersigned Guarantor under this Guaranty Supplement and the Subsidiary Guaranty at any time
shall be limited to the maximum amount as will result in the Guaranteed Obligations of the
undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a
fraudulent transfer or conveyance under Bankruptcy Law or any comparable provision of applicable
law.




     (c) Subject to Section 4 of the Subsidiary Guaranty, the undersigned hereby unconditionally
and irrevocably agrees that in the event any payment shall be required to be made to any Guaranteed
Party under this Guaranty Supplement, the Subsidiary Guaranty, Article 10 of the Credit Agreement
or any other guaranty, the undersigned will contribute, to the maximum extent permitted by
applicable law, such amounts to each other Subsidiary Guarantor so as to maximize the aggregate
amount paid to the Guaranteed Parties under or in respect of the Loan Documents.



     (d) The undersigned hereby agrees that any Indebtedness owed by it to another Loan Party shall
be subordinated to the Guaranteed Obligations of the undersigned and that any Indebtedness owed to
it by another Loan Party shall be subordinated to the Guaranteed Obligations of such other Loan
Party, it being understood that the undersigned or such other Loan Party, as the case may be, may
make payments on such intercompany Indebtedness unless an Event of Default has occurred and is
continuing.



     Section 2. Guaranteed Obligations Under the Guaranty. The undersigned hereby agrees, as of
the date first above written, to be bound as a Subsidiary Guarantor by all of the terms and
conditions of the Subsidiary Guaranty to the same extent as each of the other Subsidiary Guarantors
thereunder. The undersigned further agrees, as of the date first above written, that each
reference in the Subsidiary Guaranty to an “Additional Subsidiary Guarantor” or a “Subsidiary
Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other
Loan Document to a “Subsidiary Guarantor” or a “Loan Party” shall also mean and be a reference to
the undersigned.



     Section 3. Delivery by Telecopier. This Guaranty Supplement may be executed in any number of
counterparts and by different parties thereto in separate



A-2









 




counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty Supplement by
telecopier or electronic mail shall be effective as delivery of an original executed counterpart of
this Guaranty Supplement.




     Section 4. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC. (a) THIS GUARANTY
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY
SUPPLEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.



A-3









 





     (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.



	 	 	 	 	 
	 	Very truly yours,



[NAME OF ADDITIONAL SUBSIDIARY 
GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Accepted and agreed:



JPMORGAN CHASE BANK, N.A., as

Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



A-4









 






EXHIBIT
K




	 	 	 	 	 



COMPANY SUPPLEMENTAL AGREEMENT





     THIS COMPANY SUPPLEMENTAL AGREEMENT (this “Agreement”), dated as of September 12, 2007, is
entered into between Fidelity National Information Services, Inc., a Georgia corporation (the
“Company”) and JPMorgan Chase Bank, N.A. (the “Administrative Agent”) under that certain Credit
Agreement dated as of January 18, 2007, (as amended by Amendment No. 1, dated July 30, 2007 and
effective as of the date hereof (“Amendment No. 1”) and as otherwise amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Company,
certain Subsidiaries of the Company party thereto (each, a “Designated Borrower” and, together with
the Company, the “Borrowers” and, each, a “Borrower”), each lender from time to time party thereto
(collectively, the “Lenders” and individually, a “Lender”), JPMorgan Chase Bank, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line
Lender. All capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Credit Agreement.



     The Company and the Administrative Agent hereby agree as follows:



     1. The Company hereby represents and warrants to the Administrative Agents and the Lenders
that:




     (a) The execution, delivery and performance by the Company of this Agreement (i) are
within its corporate or other powers, (ii) have been duly authorized by all necessary
corporate, shareholder or other organizational action, and (iii) do not and will not (A)
contravene the terms of any of the Organization Documents of the Company, (B) conflict
with or result in any breach or contravention of, or the creation of any Lien under (other
than as permitted by Section 7.01 of the Credit Agreement), or require any to be made
under, (1) any Permitted Subordinated Indebtedness, (2) any other Contractual Obligation
to which the Company is a party or affecting the Company or the properties of the Company
or any of its Subsidiaries or (3) any order, injunction, writ or decree, of or with any
Governmental Authority or any arbitral award to which the Company or its property is
subject or (C) violate, in any material respect, any Law; except with respect to any
conflict, breach or contravention or payment (but not creation of Liens) referred to in
clause (B) to the extent that such conflict, breach, contravention or payment could not
reasonably be expected to have a Material Adverse Effect;




     (b) This Agreement has been duly executed and delivered by the Company. This
Agreement constitutes a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability may be
limited by



 









 







bankruptcy, insolvency, reorganization, receivership, moratorium or other
Laws affecting creditors’ rights generally and by general principles of equity; and




     (c) The schedules attached hereto as Schedules 1.01B, 1.01D, 5.06, 5.11, 7.01, 7.02,
7.03, 7.08 and 7.09 accurately set forth the information required for such schedules under
the Credit Agreement as amended by Amendment No. 1.



     2. This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the same
instrument.



     3. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.




     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE COMPANY CONSENTS, FOR ITSELF AND IN ASPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE COMPANY IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO.




     (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS RELATED THERETO.



[The remainder of this page is intentionally blank.]




2









 








     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its
authorized officer, and the Administrative Agent, has caused the same to be accepted by its
authorized officer, as of the day and year first above written.



	 	 	 	 	 
	 	FIDELITY NATIONAL
INFORMATION SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Michael E. Sax 	 
	 	 	Title:  	Senior Vice President and  Treasurer 	 



3









 






	 	 	 	 	 



	 	 	 	 	 
	Acknowledged and accepted:




JPMORGAN CHASE BANK, N.A.

as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




4











 





Schedule 1.01B




AMENDMENT NO. 1 EFFECTIVE DATE GUARANTORS




	 	 	 
	Company	 	Jurisdiction of Organization
	 
	 	 
	APTItude Solutions, Inc.

	 	Florida
	A.S.A.P. Legal Publication Services, Inc.

	 	California
	Asset Exchange, Inc.

	 	Delaware
	Aurum Technology LLC

	 	Delaware
	Certegy Check Services, Inc.

	 	Delaware
	Certegy Gaming Services, Inc.

	 	Minnesota
	Certegy Payment Recovery Services, Inc.

	 	Georgia
	Clear Par, LLC

	 	New York
	DOCX, LLC

	 	Georgia
	eFunds Corporation

	 	Delaware
	Espiel, Inc.

	 	Delaware
	Fidelity Information Services, Inc.

	 	Arkansas
	Fidelity Information Services International Holdings, Inc.

	 	Delaware
	Fidelity Information Services International, Ltd.

	 	Delaware
	Fidelity International Resource Management, Inc.

	 	Delaware
	Fidelity National Agency Sales and Posting

	 	California
	Fidelity National Asia Pacific Holdings, LLC

	 	Georgia
	Fidelity National Asset Management, Inc.

	 	Georgia
	Fidelity National Capital, LLC

	 	California
	Fidelity National Card Services, Inc.

	 	Florida
	Fidelity National E-Banking Services, Inc.

	 	Georgia
	Fidelity National First Bankcard Systems, Inc.

	 	Georgia
	Fidelity National Global Card Services, Inc.

	 	Florida
	Fidelity National Information Services, LLC

	 	Delaware
	Fidelity National Information Solutions, Inc.

	 	Delaware
	Fidelity National Licensing Services, Inc.

	 	Georgia
	Fidelity National Loan Portfolio Solutions, LLC

	 	Delaware
	Fidelity National Payment Services, Inc.

	 	Delaware
	Fidelity National Tax Service, Inc.

	 	California
	Fidelity National Transaction Services, Inc.

	 	Georgia
	Fidelity Outsourcing Services, Inc.

	 	Delaware
	Financial Systems Integrators, Inc.

	 	Delaware
	FIS Capital Markets, LLC

	 	Delaware
	FIS Core Processing Services, LLC

	 	Delaware






Schedule 1.01B





 









 






	 	 	 
	Company	 	Jurisdiction of Organization
	 
	FIS Credit Services, Inc.

	 	New York
	FIS Data Services, Inc.

	 	California
	FIS Field Services, Inc.

	 	Delaware
	FIS Foreclosure Solutions, Inc.

	 	Delaware
	FIS Integrated Financial Solutions, LLC

	 	Delaware
	FIS Item Processing Services, LLC

	 	Delaware
	FIS Management Services, LLC

	 	Delaware
	FIS Output Solutions, LLC

	 	Georgia
	FNF Capital Leasing, Inc.

	 	Delaware
	FNIS Flood Group, LLC

	 	Delaware
	FNIS Flood of California, LLC

	 	Delaware
	FNIS Intellectual Property Holdings, Inc.

	 	Delaware
	FNIS Services, Inc.

	 	Delaware
	Geosure, Inc.

	 	Delaware
	Geotrac, Inc.

	 	Delaware
	Hansen Quality, LLC

	 	California
	InterCept, Inc.

	 	Georgia
	InterCept TX I, LLC

	 	Georgia
	Investment Property Exchange Services, Inc.

	 	California
	LRT Record Services, Inc.

	 	Texas
	LSI Appraisal, LLC

	 	Delaware
	LSI Title Agency, Inc.

	 	Illinois
	LSI Title Company

	 	California
	National Residential Nominee Services Inc.

	 	Delaware
	National Safe Harbor Exchanges

	 	California
	National Title Insurance of New York Inc.

	 	New York
	NewInvoice, L.L.C.

	 	Georgia
	NRC Insurance Services, Inc.

	 	North Carolina
	Sanchez Advisors, LLC

	 	Delaware
	Sanchez Computer Associates, LLC

	 	Delaware
	Sanchez Software, Ltd.

	 	Delaware
	Second Foundation, Inc.

	 	California






Schedule 1.01B




 









 








Schedule 1.01D




UNRESTRICTED SUBSIDIARIES




     None.



Schedule 1.01D




 









 








Schedule 5.06




LITIGATION




None.




Schedule 5.06




 









 








Schedule 5.11




SUBSIDIARIES*




     See Attached Organization Chart





 




			
	*	 	Unless otherwise noted by indicating a percentage (%), each entity is wholly-owned by its parent.





Schedule 5.11






 









 








Schedule 7.01




EXISTING LIENS





	1.	 	Liens in connection with equipment leased pursuant to the Master Lease Agreement
dated September 26, 2001 between Fidelity National Information Services, Inc. and GATX
Technology Services Corporation.
	 
	2.	 	Liens in connection with equipment leased by Fidelity National Information
Services, Inc. from CIT Technology Financing Services, Inc.
	 
	3.	 	Liens in connection with equipment leased by Fidelity National Information
Services, Inc. from IBM Credit LLC.
	 
	4.	 	Liens in connection with vendor purchase money lines of credit for equipment
purchased by Fidelity National Information Services, Inc. from Pitney Bowes, Inc.
	 
	5.	 	Liens in connection with vendor purchase money lines of credit (including but not
limited to the purchase money line of credit with IBM for the purchase of equipment and
related property, pursuant to the Agreement for Wholesale Financing (Credit Agreement),
dated December 13, 1999, between Fidelity Information Services, Inc. and IBM Credit LLC
(as amended by an Amendment dated August 27, 2003)).
	 
	6.	 	Security interest between Fidelity National Information Solutions, Inc. (f.k.a.
Vista Information Solutions, Inc.) and Sirrom Capital Corporation recorded with the U.S.
Trademark Office on June 3, 1996 under Reel/Frame 1471/0212.
	 
	7.	 	Security interest between Fidelity National Information Solutions, Inc. (f.k.a.
Vista Information Solutions, Inc.) and Moore Corporation Limited recorded with the USPTO
on January 27, 2000 under Reel/Frame 2027/0599.
	 
	8.	 	Security interest between Lender’s Service, Inc. (et al.) and Fleet National Bank
recorded with the U.S. Trademark Office on August 24, 1998 under Reel/Frame 1774/0822.
	 
	9.	 	Fidelity National Information Solutions, Inc. (f.k.a. Vista Information
Solutions, Inc.) is one of several parties (including Vista DMS, Inc., Vista
Environmental Information, Inc., E/Risk Information Services, Geosure, Inc., Geosure
L.P., NRC Insurance Services, Inc., NRC Acquisition, LLC, Ensite Corporation of Denver,
Ecosearch Acquisition, Inc. & Ecosearch Environmental Resources, Inc.) named in a
security agreement with Moore North America, Inc. and Moore Corporation Ltd. signed on
December 17, 1999.
	 
	10.	 	Aurum Technology LLC (f.k.a. Aurum Technology, Inc.) is party to a security
agreement with Fleet National Bank (Boston) for Copyright Registration Nos. TXu 302-455
and TXu 506-509. It appears that these registrations may have been acquired by
NewTrend, L.P., however, no assignment was recorded with the Copyright Office.
	 
	11.	 	Liens in connection with equipment leased by Certegy Check Services, Inc. from
IBM Credit Corporation.
	 
	12.	 	Liens in connection with equipment leased pursuant to the Master Equipment Lease
Agreement dated May 6, 2003 between Certegy Check Services, Inc. and Relational, LLC
f/k/a Relational





Schedule 7.01






 









 









	 	 	Funding Corporation, as assigned to IBM Credit LLC and Banc of America Leasing & Capital,
LLC.
	 
	13.	 	Liens in connection with accounts purchased pursuant to the Account Purchase
Agreement dated April 16, 2004 between Certegy Check Services, Inc. and Cavalry SPV I,
LLC.
	 
	14.	 	Liens in connection with accounts purchased pursuant to the Account Purchase
Agreement dated July 17, 2003 between Certegy Check Services, Inc. and Arrow Financial
Services LLC, as assigned to AFS Receivables Master Trust 1999.
	 
	15.	 	Liens in connection with accounts purchased pursuant to the Account Purchase
Agreement dated April 16, 2004 between Certegy Check Services, Inc. and Cavalry SPV I,
LLC.
	 
	16.	 	Liens in connection with equipment leased by Certegy Check Services, Inc. from
Fidelity National Capital, LLC (f.k.a. FNF Capital, LLC).
	 
	17.	 	Liens in connection with equipment leased by Certegy Payment Recovery Services,
Inc. from IBM Credit LLC.
	 
	18.	 	Liens in connection with equipment leased by Fidelity National Card Services,
Inc. from Bell & Howell Financing Services Company.
	 
	19.	 	Liens in connection with equipment leased by Fidelity National Card Services,
Inc. from Oce Financial Services, Inc. and Oce North American, Inc.
	 
	20.	 	Liens in connection with equipment leased by Fidelity National Card Services,
Inc. from Alfa Financial Corporation dba OFC Capital.
	 
	21.	 	Liens in connection with equipment leased pursuant to the Master Lease Agreement
between Fidelity National Payment Services, Inc. and Hewlett-Packard Financial Services,
Inc.
	 
	22.	 	Liens granted in connection with Lease Agreement (Florida Property) dated
December 30, 1999 between SunTrust Bank, Atlanta, as Lessor, and Equifax, Inc.
(predecessor in interest to the Company), as Lessee, and all related documents, as
further set forth in Schedule 7.03.
	 
	23.	 	Liens granted in connection with Lease Agreement (Wisconsin Property) dated
December 23, 1997 between SunTrust Banks, Inc., as Lessor, and Equifax Inc. (predecessor
in interest to the Company), as Lessee, and all related documents, as further set forth
in Schedule 7.03.
	 
	24.	 	Liens in connection with the Indenture dated as of September 10, 2003, between
Fidelity National Information Services, Inc. (f.k.a. Certegy Inc.) and U.S. Bank
National Association (successor to SunTrust Bank), as the same has been amended,
supplemented or otherwise modified, regarding the issuance of $200 million in 4.75%
Notes due 2008, as supplemented by the First Supplemental Indenture dated on or about
the Amendment No. 1 Effective Date, between Fidelity National Information Services, Inc.
(f.k.a. Certegy Inc.) and U.S. Bank National Association (successor to SunTrust Bank),
as the same has been amended, supplemented or otherwise modified.
	 
	25.	 	Liens granted in connection with equipment leased pursuant to Master Lease and
Financing Agreement between Compaq Financial Services Corporation and eFunds Corporation
dated as of February 2, 2001.





Schedule 7.01





 









 









	26.	 	Liens granted in connection with equipment leased pursuant to Lease Intended as
Security between Banc of America Leasing & Capital LLC and WildCard Systems, Inc. dated
as of August 24, 2004.
	 
	27.	 	Liens granted in connection with equipment leased pursuant to Second Amended and
Restated Loan and Security Agreement between Heller Financial Leasing, Inc. and WildCard
Systems, Inc. dated as of July 1, 2005.
	 
	28.	 	Liens granted in connection with equipment leased pursuant to Oracle License and
Services Agreement (OLSAv080703-7224-30-Sep-03) and Ordering Document between Oracle
USA, Inc. and eFunds Corporation dated as of August 18, 2005.
	 
	29.	 	Liens granted in connection with the Capital Leases listed on Schedule 7.03.
	 
	30.	 	Liens identified on attached charts.





Schedule 7.01





 









 








Schedule 7.02




EXISTING INVESTMENTS







		 	Investments as follows:
	 
	1.	 	Ownership by the Consolidated Companies of 39% of the outstanding equity interests in FNRES Holdings, Inc.
	 
	2.	 	Ownership by the Consolidated Companies of 30% of the outstanding equity interests in Profile Partners, GP, LP.
	 
	3.	 	Ownership by the Consolidated Companies of 34% of the outstanding equity interests in PVP Management, LLC.
	 
	4.	 	Ownership by the Consolidated Companies of 20% of the outstanding equity interests in Sanchez
Capital Services Private Limited.
	 
	5.	 	The Brazilian Joint Venture, as more particularly described in the following related
documents (together with the Development Notes, Migration Notes and Volume Notes referenced
therein):






	 	A.	 	Common Terms Agreement (Contrato de Termos Comuns), dated March 24, 2006.
	 
	 	B.	 	Investment Agreement (Contrato de Investimento), dated March 27, 2006.
	 
	 	C.	 	Guaranty Agreement among Fidelity National Information Services, Inc., Banco
Bradesco S.A. and Banco ABN AMRO Real S.A., dated April 18, 2006.
	 
	 	D.	 	Redemption Letter from Holdco One S.A. to Uniao Paticipacoes Ltda and Banco
ABN Amro Real S.A., dated April 18, 2006.
	 
	 	E.	 	Tax Indemnity Letter, dated March 27, 2006.
	 
	 	F.	 	Amended and Restated Software License Agreement, Dated March 27, 2006.
	 
	 	G.	 	Contingent Software License Agreement, dated April 18, 2006.
	 
	 	H.	 	Non-Competition Agreement, dated April 18, 2006.
	 
	 	I.	 	Shareholders’ Agreement of Celta Holdings S.A., dated April 18, 2006.





Schedule 7.02




 









 









	 	J.	 	Shareholders’ Agreement of Fidelity Processadora e Servicos S.A. (form
attached to the Investment Agreement).






	6.	 	Guaranties by various restricted companies of the capital leases listed on Schedule 7.03.
	 
	7.	 	$1,000,000 Promissory Note issued by ICUL Service Corporation to Fidelity National Card
Services, Inc.
	 
	8.	 	Various investments by Domestic Subsidiaries in Foreign Subsidiaries, as set forth on
attached chart entitled “Certain Foreign Investments as of June 30, 2007”.
	 
	9.	 	Various holdings of bonds, as set forth on attached chart entitled “Portfolio Holdings
Report”, with aggregate market value of $15,243,489.86.





Schedule 7.02





 











 





Certain Foreign Investments as of 6/30/07

All Amounts in US Dollars Equivalent as of 6/30/07




	 	 	 	 	 	 	 	 	 	 	 
	Domestic Subsidiary	 	Foreign Subsidiary in Which	 	Equity	 	Debt
	Maintaining Investment	 	Investment Maintained	 	Investment*	 	Investment*
	Fidelity National Europe LLC

	 	FNIS International Investments
C.V., a Netherlands company
	 	 	193,442,030	 	 	 	—	 
	Fidelity Information Services, Inc.

	 	Fidelity Information Services
International Holdings C.V., a
Netherlands company
	 	 	178,935,077	 	 	 	4,257	 
	Payment South America Holdings,
Inc.

	 	Payment Brasil Holdings Ltda., a
Brazil company
	 	 	76,006,942	 	 	 	—	 
	Card Brazil Holdings, Inc.

	 	AGES Participacoes Ltda., a Brazil
company
	 	 	35,864,490	 	 	 	84,473	 
	Fidelity National Information
Solutions, Inc.

	 	Fidelity National Information
Solutions Canada, Inc., a Canada
company
	 	 	25,460,021	 	 	 	6,472,559	 
	Payment South America Holdings,
Inc.

	 	Payment Chile S.A., a Chile company
	 	 	11,587,052	 	 	 	—	 
	Fidelity National Information
Solutions, Inc.

	 	I-Net Reinsurance Ltd., a Turks
and Caicos company
	 	 	8,337,859	 	 	 	1,561,513	 
	Fidelity Information Services
International Holdings, Inc.

	 	Fidelity Information Services
Ltd., a United Kingdom company
	 	 	4,261,956	 	 	 	2,206,962	 
	Fidelity Information Services
International Holdings, Inc.

	 	Fidelity Information Services

(France) SARL, a France company
	 	 	1,963,905	 	 	 	3,047,016	 
	Payment South America Holdings,
Inc.

	 	Certegy Card Services Caribbean
Ltd., a Barbados company
	 	 	1,281,925	 	 	 	814,717	 
	Fidelity National Card Services,
Inc.

	 	FIS Card Services (Thailand) Co.
Ltd., a Thailand company
	 	 	984,253	 	 	 	660,492	 
	Fidelity Information Services, Inc.

	 	Fidelity Information Services
(Hong Kong) Ltd., a Hong Kong
company
	 	 	771,991	 	 	 	7,405,852	 
	Fidelity Information Services
International Holdings, Inc.

	 	Fidelity Information Services

(Germany) GmbH, a Germany company
	 	 	665,671	 	 	 	—	 
	Fidelity Information Services
International Holdings, Inc.

	 	Fidelity Information Services
S.p.Z.o.o., a Poland company
	 	 	580,612	 	 	 	3,825,625	 
	Fidelity Information Services
International Holdings, Inc.

	 	Fidelity Information Services
Taiwan Company Ltd., a Taiwan
company
	 	 	119,686	 	 	 	30,443	 
	Fidelity Information Services
International Holdings, Inc.

	 	Fidelity Information Services
Pakistan (Private) Ltd., a
Pakistan company
	 	 	16,190	 	 	 	244,405	 
	Fidelity Information Services
International Holdings, Inc.

	 	Alltel Servicos de Informacion
(Costa Rica) S.A., a Costa Rica
company
	 	 	10,120	 	 	 	—	 








 




			
	*	 	Internal book value of investment as of June 30, 2007





Schedule 7.02




 









 








Schedule 7.03




EXISTING INDEBTEDNESS





	1.	 	Any outstanding amounts under vendor purchase money lines of credit (including but not
limited to, purchase money line of credit with IBM for the purchase of equipment and related
property, pursuant to the Agreement for Wholesale Financing (Credit Agreement), dated December
13, 1999, between Fidelity Information Services, Inc. and IBM Credit LLC (as amended by an
Amendment dated August 27, 2003)).
	 
	2.	 	Indenture dated as of September 10, 2003, between Fidelity National Information Services,
Inc. (f.k.a. Certegy Inc.) and SunTrust Bank, as the same has been amended, supplemented or
otherwise modified, regarding the issuance of $200 million in 4.75% Notes due 2008, as
supplemented by the First Supplemental Indenture dated on or about the Amendment No. 1
Effective Date, between Fidelity National Information Services, Inc. (f.k.a. Certegy Inc.) and
U.S. Bank National Association (successor to SunTrust Bank), as the same has been amended,
supplemented or otherwise modified.
	 
	3.	 	Lease Documentation for St. Petersburg, Florida Facility:






	 	A.	 	Master Agreement (Florida Property) dated as of December 30, 1999 between
Equifax Inc. (as lessee and guarantor), Prefco VI Limited Partnership (as lessor),
Atlantic Financial Group, Ltd., and SunTrust Bank, Atlanta (as agent and lender).
	 
	 	B.	 	Lease Agreement dated as of December 30, 1999 between Prefco VI Limited
Partnership (as lessor) and Equifax Inc. (as lessee).
	 
	 	C.	 	Loan Agreement dated as of December 30, 1999 between Prefco VI Limited
Partnership (as lessor and borrower) and SunTrust Bank, Atlanta (as agent).
	 
	 	D.	 	Mortgage and Security Agreement dated as of December 30, 1999 made by Prefco
VI Limited Partnership (as mortgagor) in favor of SunTrust Bank, Atlanta (as agent and
mortgagee).
	 
	 	E.	 	Assignment of Lease and Rents dated as of December 30, 1999 made by Prefco VI
Limited Partnership Inc. (as assignor) in favor of SunTrust Bank, Atlanta (as
assignee).
	 
	 	F.	 	Operative Guaranty dated as of December 30, 1999 made by Equifax Inc. (as
guarantor).





Schedule 7.03




 









 









	 	G.	 	Assignment and Assumption of Lease and Other Operative Documents dated as of
June 25, 2001 among Equifax Inc. (as assignor), Certegy Inc. (as assignee), Prefco VI
Limited Partnership (as lessor), Atlantic Financial Group, Ltd., and SunTrust Bank (as
agent and lender).
	 
	 	H.	 	Omnibus Amendment to Master Agreement, Lease, Loan Agreement and Definitions
Appendix A [Florida] dated as of September 17, 2004 among Fidelity National
Information Services, Inc., successor to Certegy Inc., (as lessee and guarantor),
Prefco VI Limited Partnership (as lessor); and SunTrust Bank (as agent and lender).
	 
	 	I.	 	Second Omnibus Amendment to Master Agreement, Lease, Loan Agreement and
Definitions Appendix A [Florida] dated as of February 1, 2006 among Fidelity National
Information Services, Inc., successor to Certegy Inc. (as lessee and guarantor),
Prefco VI Limited Partnership (as lessor); and SunTrust Bank (as agent and lender).
	 
	 	J.	 	Third Omnibus Amendment to Master Agreement, Lease, Loan Agreement and
Definitions Appendix A [Florida] dated as of April 28, 2006 among Fidelity National
Information Services, Inc., successor to Certegy Inc. (as lessee and guarantor),
Prefco VI Limited Partnership (as lessor); and SunTrust Bank (as agent and lender).
	 
	 	K.	 	Fourth Omnibus Amendment to Master Agreement, Lease, Loan Agreement and
Definitions Appendix A [Florida] dated on or about January 18, 2007 (as amended) among
Fidelity National Information Services, Inc., successor to Certegy Inc. (as lessee and
guarantor), Prefco VI Limited Partnership (as lessor); and SunTrust Bank (as agent and
lender).
	 
	 	L.	 	Fifth Omnibus Amendment to Master Agreement, Lease, Loan Agreement and
Definitions Appendix A [Florida] dated on or about the Amendment No. 1 Effective Date
(as amended) among Fidelity National Information Services, Inc., successor to Certegy
Inc. (as lessee and guarantor), Prefco VI Limited Partnership (as lessor); and
SunTrust Bank (as agent and lender).
	 
	 	M.	 	Subsidiary Guaranty Agreement dated as of February 1, 2006 (as amended) made
by certain subsidiaries of Fidelity National Information Services, Inc.
	 
	 	N.	 	Amended and Restated Subsidiary Guaranty Agreement dated as of the Amendment
No. 1 Effective Date (as amended) made by certain subsidiaries of Fidelity National
Information Services, Inc.





Schedule 7.03




 









 









	 	O.	 	Guaranty Supplement for eFunds Corporation [Florida] dated as of September
12, 2007 among each of the Subsidiaries party thereto (each such Subsidiary
individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National
Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as
lessee), SunTrust Banks, Inc. a Georgia corporation, as Lessor (as lessor), and
SunTrust Bank, a Georgia banking corporation, as agent (as agent).
	 
	 	P.	 	The other “Operative Documents” as defined in the aforesaid Master Agreement.






	4.	 	Lease Documentation for Madison, Wisconsin Facility:






	 	A.	 	Master Agreement (Wisconsin Property) dated as of December 23, 1997 between
Equifax Inc. (as lessee and guarantor), SunTrust Banks, Inc. (as lessor), and SunTrust
Bank, Atlanta (as agent).
	 
	 	B.	 	Lease Agreement dated as of December 23, 1997 between SunTrust Banks, Inc.
(as lessor), and Equifax Inc. (as lessee).
	 
	 	C.	 	Lease Participation Agreement dated as of December 23, 1997 between SunTrust
Banks, Inc. (as lessor), and SunTrust Bank, Atlanta (as lease participant).
	 
	 	D.	 	Lease Supplement dated December 23, 1997 between Equifax Inc. (as lessee and
SunTrust Banks, Inc. (as lessor).
	 
	 	E.	 	Operative Guaranty dated as of December 23, 1997 made by Equifax Inc. (as
guarantor).
	 
	 	F.	 	Assignment and Assumption of Lease and Other Operative Documents dated as of
June 25, 2001 among Equifax Inc. (as assignor), Fidelity National Information
Services, Inc., successor to Certegy Inc., (as assignee), SunTrust Banks, Inc. (as
lessor), and SunTrust Bank (as agent and lease participant).
	 
	 	G.	 	Omnibus Amendment to Master Agreement, Lease and Definitions Appendix A
[Wisconsin] dated as of April 11, 2003 among Fidelity National Information Services,
Inc., successor to Certegy Inc., (as lessee and guarantor), SunTrust Banks, Inc. (as
lessor); and SunTrust Bank (as agent and lease participant).
	 
	 	H.	 	Second Omnibus Amendment to Master Agreement, Lease and Definitions Appendix
A [Wisconsin] dated as of September 3, 2003 among Fidelity National Information
Services, Inc., successor to Certegy





Schedule 7.03





 









 









	 	 	 	Inc., (as lessee and guarantor), SunTrust Banks, Inc. (as lessor); and SunTrust
Bank (as agent and lease participant).
	 
	 	I.	 	Third Omnibus Amendment to Master Agreement, Lease and Definitions Appendix A
[Wisconsin] dated as of September 17, 2004 among Fidelity National Information
Services, Inc., successor to Certegy Inc., (as lessee and guarantor), SunTrust Banks,
Inc. (as lessor); and SunTrust Bank (as agent and lease participant).
	 
	 	J.	 	Fourth Omnibus Amendment to Master Agreement, Lease and Definitions Appendix
A [Wisconsin] dated as of February 1, 2006 among Fidelity National Information
Services, Inc., successor to Certegy Inc. (as lessee and guarantor), SunTrust Banks,
Inc. (as lessor); and SunTrust Bank (as agent and lease participant).
	 
	 	K.	 	Fifth Omnibus Amendment to Definitions Appendix A [Wisconsin] dated on or
about December 27, 2006 among Fidelity National Information Services, Inc., successor
to Certegy Inc. (as lessee and guarantor), SunTrust Banks, Inc. (as lessor); and
SunTrust Bank (as agent and lease participant).
	 
	 	L.	 	Sixth Omnibus Amendment to Master Agreement, Lease and Definitions Appendix A
[Wisconsin] dated on or about January 18, 2007 among Fidelity National Information
Services, Inc., successor to Certegy Inc. (as lessee and guarantor), SunTrust Banks,
Inc. (as lessor); and SunTrust Bank (as agent and lease participant).
	 
	 	M.	 	Seventh Omnibus Amendment to Definitions Appendix A [Wisconsin] dated on or
about June 30, 2007 among Fidelity National Information Services, Inc., successor to
Certegy Inc. (as lessee and guarantor), SunTrust Banks, Inc. (as lessor); and SunTrust
Bank (as agent and lease participant)
	 
	 	N.	 	Eighth Omnibus Amendment to Master Agreement, Lease and Definitions Appendix
A [Wisconsin] dated on or about the Amendment No. 1 Effective Date among Fidelity
National Information Services, Inc., successor to Certegy Inc. (as lessee and
guarantor), SunTrust Banks, Inc. (as lessor); and SunTrust Bank (as agent and lease
participant).
	 
	 	O.	 	Subsidiary Guaranty Agreement dated as of February 1, 2006 (as amended) made
by certain subsidiaries of Fidelity National Information Services, Inc.
	 
	 	P.	 	Amended and Restated Subsidiary Guaranty Agreement dated as of the Amendment
No. 1 Effective Date (as amended) made by certain subsidiaries of Fidelity National
Information Services, Inc.





Schedule 7.03





 









 









	 	Q.	 	Guaranty Supplement for eFunds Corporation [Wisconsin] dated as of September
12, 2007 among each of the Subsidiaries party thereto (each such Subsidiary
individually, a “Guarantor” and collectively, the “Guarantors”) of Fidelity National
Information Services, Inc. (formerly known as Certegy Inc.), a Georgia corporation (as
lessee), SunTrust Banks, Inc. a Georgia corporation, as Lessor (as lessor), and
SunTrust Bank, a Georgia banking corporation, as agent (as agent).
	 
	 	R.	 	The other “Operative Documents” as defined in the aforesaid Master Agreement.






	5.	 	That certain Guaranty made in connection with the Brazil Joint Venture listed in Schedule
7.02.
	 
	6.	 	$20,000,000 Line of Credit dated November 21, 2003 between Fidelity National Capital, LLC
(f.k.a. FNF Capital, LLC), as borrower, Bremer, as lender and Fidelity National Information
Services, Inc. as guarantor.
	 
	7.	 	Lease Documentation related to the leasing of aircraft by Fidelity National Information
Services, Inc. for Aircraft Lease (S/N 258568) dated as of December 13, 2002 among Banc of
America Leasing & Capital, LLC (successor by merger to Fleet Capital Corporation), as lessor,
and Fidelity National Financial, Inc. and Fidelity National Information Services, Inc., as
co-lessees (successors in interest to Rocky Mountain Aviation, Inc.), as amended, supplemented
and assigned thereafter.
	 
	8.	 	5 year term debt agreement dated October 27, 2006 between Fidelity National Capital, LLC
(f.k.a. FNF Capital, LLC), as borrower and Fidelity National Financial, Inc, as lender. The
outstanding balance as of June 30, 2007 was $12,978,378.37.
	 
	9.	 	$100,000 Line of Credit dated December 22, 2006 between Certegy Gaming Services, Inc. (f.k.a.
Game Financial Corporation), as borrower, and National City Bank, as lender.
	 
	10.	 	Indebtedness associated with equipment loans and leases related to the liens therefor listed
on Schedule 7.01.
	 
	11.	 	Note Purchase Agreement between eFunds Corporation and the purchasers set forth therein
($100,000,000 5.39% Senior Guaranteed Notes due September 30, 2012) dated as of September 30,
2005.
	 
	12.	 	Line of Credit for BRL 5,000,000 dated April 18, 2007 between Santander Banespa s/a (Brazil)
and Fidelity Processadora e Servicos S/A





Schedule 7.03





 











 






	13.	 	Capital Leases identified below:









Capital Leases1




	 	 	 	 	 	 	 
	 
	Lessee	 	Lessor	 	Description of Goods	 	Date of Lease
	 
	Fidelity National Card
Services Inc.

	 	Pitney Bowes
	 	2 asp Inserters
	 	April 2003
	 
	Fidelity National Card
Services Inc.

	 	Pitney Bowes
	 	3rd asp Inserter
	 	January 2004
	 
	Fidelity National Card
Services Inc.

	 	OCE
	 	1 Duplex Printer
	 	March 2005
	 
	Fidelity National Card
Services Inc.

	 	OCE
	 	1 Triplex Printer
	 	April 2004
	 
	Fidelity National Card
Services Inc.

	 	CompServe
	 	Tape Library
	 	April 2005
	 
	WildCard Systems, Inc

	 	Bank of America
	 	Office Equipment
	 	February 2005
	 
	WildCard Systems, Inc

	 	Bank of America
	 	Office Equipment
	 	November 2004
	 
	WildCard Systems, Inc

	 	Bank of America
	 	Office Equipment
	 	January 2005
	 
	WildCard Systems, Inc

	 	Bank of America
	 	Office Equipment
	 	January 2005
	 
	WildCard Systems, Inc

	 	Bank of America
	 	Office Equipment
	 	April 2005
	 
	eFunds Corporation

	 	CSI, Inc.
	 	CNT Connectivity Equipment

(Channel Extenders)
	 	August 2005
	 
	eFunds Corporation

	 	CSI, Inc.
	 	Avaya Phone System
	 	July 2007
	 
	eFunds Corporation

	 	Farnam Street Financial
	 	Avaya Equipment
	 	January 2004
	 
	eFunds Corporation

	 	Farnam Street Financial
	 	Avaya add on lease to

schedule # 2
	 	August 2004
	 
	Clear Commerce

	 	GE Capital
	 	Printer, Scanner, etc.
	 	April 2003
	 






 




			
	1	 	Capital Leases total $9,258,931.26





Schedule 7.03









 






	 	 	 	 	 	 	 
	 
	Lessee	 	Lessor	 	Description of Goods	 	Date of Lease
	 
	eFunds Corporation

	 	GE Capital Corporation
	 	Tandem CPU Upgrade to NS4
	 	November 2006
	 
	eFunds Corporation

	 	GE Capital Corporation
	 	Tandem CPU Upgrade to PX2
	 	October 2006
	 
	eFunds Corporation

	 	GE Express Financial

Solutions
	 	Copier Lease from NCPS; A&A
completed to eFunds
Corporation; Assets
transferred to Sunrise, FL
Jul/Aug 2006
	 	February 2004
	 
	eFunds Corporation

	 	Gordon Flesch Company, Inc.
	 	Copiers are MKE, New
Berlin, Woodbury, Phoenix,
Scottsdale
	 	January 2005
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	DR project-NS2, hardware
	 	September 2004
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	DR project-PX1, hardware
	 	September 2004
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Add 2 CPUs to PX1
	 	June 2005
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Add 2 CPUs to NS2
	 	June 2005
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Upgrade 10 CPUs on NS2
	 	August 2005
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	PX1
	 	August 2005
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Miscellaneous Phoenix

ServerNet Cluster Items —

PX6
	 	February 2004
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Miscellaneous New Berlin

ServerNet Cluster Items —

NS6
	 	April 2005
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Upgrade 10 CPUs on PX2
	 	June 2005
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	NS4
	 	August 2005
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Add 2 CPU/Disk to PX6
	 	April 2006
	 






Schedule 7.03









 






	 	 	 	 	 	 	 
	 
	Lessee	 	Lessor	 	Description of Goods	 	Date of Lease
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Add Disk to NS6
	 	April 2006
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Add CPU to NS2
	 	July 2006
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Add CPU to PX1
	 	June 2006
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Itanium DEVL System
	 	October 2006
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Itanium DEVL System (CPUs)
	 	October 2006
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Add 2 S88000
	 	August 2007
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Add 2 S88000
	 	August 2007
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	Integrity DEV System
	 	October 2007
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	N1 Integrity System —
Blades and 3YR Term
License
	 	October 2007
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	N1 Integrity Frames
	 	October 2007
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	P1 Integrity System —
Blades and 3YR Term
License
	 	October 2007
	 
	eFunds Corporation

	 	Hewlett-Packard Financial
Svc Co.
	 	P1 Integrity Frames
	 	October 2007
	 
	eFunds Corporation

	 	IBM Corporation
	 	2086 A04 Z890 server
	 	February 2005
	 
	eFunds Corporation

	 	IBM Corporation
	 	2086 A04 Z890 server
	 	April 2005
	 
	eFunds Corporation

	 	IBM Corporation
	 	Memory upgrade to D00C25246
	 	December 2005
	 
	eFunds Corporation

	 	IBM Corporation
	 	2086 A04 Z890 server
	 	December 2006
	 
	eFunds Canada Corporation

	 	Image Financial Services Inc.
	 	New Canon imagerunner

C2058 printer
	 	September 2002
	 






Schedule 7.03









 






	 	 	 	 	 	 	 
	 
	Lessee	 	Lessor	 	Description of Goods	 	Date of Lease
	 
	Assigned from Oasis
Technologies

	 	 	 	IR600 Connected	 	 
	 
	 

	 	 	 	IR550 S/A, IR550 Printer

Board,	 	 
	 
	 

	 	 	 	CLBP 460 Printer	 	 
	 






Schedule 7.03









 










Schedule 7.08




TRANSACTIONS WITH AFFILIATES




     None.








Schedule 7.08









 








Schedule 7.09




EXISTING RESTRICTIONS





	1.	 	Note Purchase Agreement between eFunds Corporation and the purchasers set forth therein
($100,000,000 5.39% Senior Guaranteed Notes due September 30, 2012) dated as of September 30,
2005.






Schedule 7.09













 





EXHIBIT L




PLEDGE AGREEMENT




Dated as of ______, 2007




among




The Grantors referred to herein,

as Grantors




and




JPMORGAN CHASE BANK, N.A.,

as Collateral Agent




 









 





TABLE OF CONTENTS




 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 1. Grant of Security
	 	 	2	 
	SECTION 2. Security for Obligations
	 	 	4	 
	SECTION 3. Delivery and Control of Pledged Equity
	 	 	4	 
	SECTION 4. Representations and Warranties
	 	 	5	 
	SECTION 5. Further Assurances
	 	 	5	 
	SECTION 6. Post-Closing Changes
	 	 	6	 
	SECTION
7. Voting Rights; Dividends; Etc.
	 	 	6	 
	SECTION 8. Transfers and Other Liens; Additional Shares
	 	 	7	 
	SECTION 9. Collateral Agent Appointed Attorney-in-Fact
	 	 	7	 
	SECTION 10. Collateral Agent May Perform
	 	 	8	 
	SECTION 11. Collateral Agent’s Duties
	 	 	8	 
	SECTION 12. Remedies
	 	 	8	 
	SECTION 13. Indemnity and Expenses
	 	 	10	 
	SECTION
14. Amendments; Waivers; Additional Grantors; Etc.
	 	 	12	 
	SECTION 15. Additional Secured Obligations
	 	 	12	 
	SECTION 16. FNIS Notes Ratable Obligations
	 	 	13	 
	SECTION
17. Notices, Etc.
	 	 	14	 
	SECTION 18. Continuing Security Interest; Assignments under the Credit Agreement
	 	 	15	 
	SECTION 19. Release; Termination
	 	 	15	 
	SECTION 20. Execution in Counterparts
	 	 	16	 
	SECTION
21. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC.
	 	 	16	 
	SECTION 22. Severability
	 	 	17	 






SCHEDULES:




	 	 	 	 	 
	Schedule I

	 	—
	 	Type of Organization, Jurisdiction of Organization and Organizational
Identification Number
	Schedule II

	 	—
	 	Pledged Equity
	Schedule III

	 	—
	 	Collateral Description






EXHIBITS:




	 	 	 	 	 
	Exhibit A

	 	—
	 	Form of Pledge Agreement Supplement






 









 






PLEDGE AGREEMENT




     PLEDGE AGREEMENT (this “Agreement”) dated as of _____, 2007 among FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Georgia corporation (the “Company”), the other Persons listed on the
signature pages hereof and the Additional Grantors (as hereinafter defined) (the Company, the
Persons so listed and the Additional Grantors being, collectively, the “Grantors”), and JPMORGAN
CHASE BANK, N.A., as collateral agent (in its capacity as collateral agent, together with any
successor collateral agent, the “Collateral Agent”) for the Secured Parties.



PRELIMINARY STATEMENTS




     (1) The Company, certain subsidiaries of the Company (each, a “Designated Borrower” and,
together with the Company, the “Borrowers” and, each, a “Borrower”) have entered into a Credit
Agreement dated as of January 18, 2007 with the lenders from time to time party thereto
(collectively, the “Lenders” and individually, a “Lender”), JPMorgan Chase Bank, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line
Lender (as amended by Amendment No. 1 dated July 30, 2007 and effective as of the date hereof
(“Amendment No. 1”) and as further amended and restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”).



     (2) Pursuant to the Credit Agreement (as amended by Amendment No. 1), the Grantors are
entering into this Agreement in order to grant to the Collateral Agent for the ratable benefit of
the Secured Parties a security interest in the Collateral (as hereinafter defined) to secure their
respective Secured Obligations (as hereinafter defined).



     (3) It is a condition precedent to the effectiveness of Amendment No. 1 that the Grantors
shall have granted the assignment and security interest and made the pledge and assignment
contemplated by this Agreement.



     (4) In order to grant such security interest to the Lenders, the Hedge Banks and the obligees
of Cash Management Obligations (as defined below), the Grantors are required under the terms of the
FNIS Notes Indenture to provide security on an equal and ratable basis to the holders of the FNIS
Notes.



     (4) Each Grantor will derive substantial direct and indirect benefit from the transactions
contemplated by the Loan Documents, the FNIS Notes Indenture, the Hedge Agreements and the
instruments, agreements or other documents evidencing the Cash Management Obligations.



     (5) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used
in this Agreement as defined in the Credit Agreement.



 









 




Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined
in Article 8 or 9 of the UCC are used in this Agreement as such terms are defined in such Article 8
or 9. “UCC” means the “Uniform Commercial Code” as defined in the Credit Agreement.




     NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make
Loans and participate in Letters of Credit and the L/C Issuer to issue Letters of Credit under the
Credit Agreement, to induce the Hedge Banks to enter into Hedge Agreements from time to time and to
induce certain other Persons to provide treasury, depositary and cash management services to any
Grantor from time to time, each Grantor hereby agrees with the Collateral Agent for the ratable
benefit of the Secured Parties as follows:



     SECTION 1. Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the
ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and
interest in and to the following property, in each case, as to each type of property described
below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now
or hereafter existing or arising (collectively, the “Collateral”):




     (a) all Equity Interests from time to time acquired, owned or held directly by such
Grantor in any manner (the “Pledged Equity”), including, without limitation, the Equity
Interests directly held by each Grantor set forth opposite such Grantor’s name on and
otherwise described on Schedule II, and the certificates, if any, representing any such
Equity Interests, and all dividends, distributions, return of capital, cash, instruments
and other property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Equity Interests; provided that no
Grantor shall be required to pledge, and the terms “Pledged Equity” and “Collateral” used
in this Agreement shall not include:




     (A) Equity Interests entitled to vote (within the meaning of Treasury
Regulation Section 1.956-2(c)(2) promulgated under the Code) (“Voting Foreign
Stock”) in any Foreign Subsidiary acquired, owned or otherwise held by such
Grantor except to the extent that, when aggregated with all of the other shares
of Voting Foreign Stock in such Foreign Subsidiary pledged by the Grantors, such
pledge would not result in more than 65% of the shares of Voting Foreign Stock
in such Foreign Subsidiary being pledged to the Collateral Agent, on behalf of
the Secured Parties under this Agreement (except to the extent such Equity
Interests are pledged to support obligations under any Permitted Subordinated
Indebtedness); provided further that all of the shares of stock or units or
other Equity Interests in such
Foreign Subsidiary other than Voting Foreign Stock shall be pledged by such
Grantor;



2









 






     (B) Equity Interests of any Restricted Subsidiary which have been pledged
to secure Indebtedness of such Grantor assumed in connection with a Permitted
Acquisition that is secured by a Lien permitted by Section 7.01(p) of the Credit
Agreement, but only for so long as such Lien is in effect;




     (C) in the case of a Grantor that is a Foreign Subsidiary, Equity Interests
of any Foreign Subsidiary that are held directly by such Grantor (except to the
extent such Equity Interests are pledged to support obligations under any
Permitted Subordinated Indebtedness);




     (D) Equity Interests in any Joint Venture to the extent the grant of a
security interest therein would constitute a violation of a valid and
enforceable restriction pursuant to the constituent documents of such Joint
Venture or any related shareholder agreement or similar agreement among the
holders of Equity Interests in such Joint Venture, unless and until all required
consents shall have been obtained; provided further that the limitation set
forth in this clause (D) shall not affect, limit, restrict or impair the grant
by a Grantor of a security interest pursuant to this Agreement in any such
Equity Interests to the extent that an otherwise applicable prohibition or
restriction on such grant is rendered ineffective by the UCC;




     (E) Equity Interests of any Restricted Subsidiary if the Administrative
Agent reasonably determines that the costs of obtaining the security interest in
such Equity Interests are unreasonably excessive in relation to the benefit to
the Secured Parties of the security to be afforded thereby; or




     (F) so long as the eFunds Bonds remain outstanding, Equity Interests of any
Subsidiary of eFunds; provided further that, within 30 days, or such longer
period as the Administrative Agent may agree in its reasonable discretion, after
all such bonds cease to be outstanding, such Equity Interests shall be required
to be pledged pursuant to this Agreement; or




     (G) so long as the FNIS Notes remain outstanding, Equity Interests of any
Subsidiary of the Company, to the extent that the grant of a security interest
on the same would result in triggering additional financial reporting
requirements under Rule 3-16 of Regulation S-X under the 1934 Act upon securing
the
FNIS Notes (as contemplated by the FNIS Notes Indenture, as in effect on
the Amendment No. 1 Effective Date); provided further that, (1) within 30 days,
or such longer period as the Administrative Agent may agree in its reasonable
discretion, after



3









 







all such notes cease to be outstanding or any such Person
ceases to be so classified and restricted, such Equity Interests shall be
required to be pledged pursuant to this Agreement and (2) if at any time any
Equity Interests purported to be pledged under this Agreement would, if so
pledged, result in triggering such additional financial reporting requirements,
such pledge shall automatically be deemed to be void as to such Equity Interests
(and, at the request of the Company, the Collateral Agent will confirm the same
with respect to any such applicable Equity Interests); and




     (b) all Proceeds of the Pledged Equity.



     SECTION 2. Security for Obligations. This Agreement secures, in the case of each Grantor,
the payment of all (a) Obligations, (b) Secured Hedging Obligations (as defined in Section 15(a)),
(c) Cash Management Obligations (as defined in Section 15(b)), and (d) FNIS Notes Obligations (as
defined in Section 16), in each case of such Grantor now or hereafter existing, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest,
fees, indemnifications, contract causes of action, costs, expenses or otherwise (all such
obligations being the “Secured Obligations”).



     SECTION 3. Delivery and Control of Pledged Equity. (a) All certificates representing or
evidencing the Pledged Equity shall be delivered to and held by or on behalf of the Collateral
Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Collateral Agent. During the continuation of an Event of
Default, the Collateral Agent shall have the right, at any time in its discretion and without
notice to any Grantor, to (i) transfer to or to register in the name of the Collateral Agent or any
of its nominees any or all of the Pledged Equity, subject only to the revocable rights specified in
Section 7(a), and (ii) exchange certificates or instruments representing or evidencing Pledged
Equity for certificates or instruments of smaller or larger denominations.



     (b) During the continuation of an Event of Default, promptly upon the request of the
Collateral Agent, with respect to any Pledged Equity in which any Grantor has any right, title or
interest and that constitutes an Uncertificated Security, such Grantor will cause the issuer
thereof either (i) to register the Collateral Agent as the registered owner of such Security or
(ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such
issuer will comply with instructions with respect to such Security originated by the
Collateral Agent without further consent of such Grantor, such authenticated record to be in
form and substance reasonably satisfactory to the Collateral Agent. During the continuation of an
Event of Default and subject to Section 3(c), with respect to any Pledged Equity in which any
Grantor has any right, title or interest and that is not an Uncertificated Security, promptly upon
the request of the



4









 







Collateral Agent, such Grantor will notify each such issuer of Pledged Equity
that such Pledged Equity is subject to the security interest granted hereunder.



     SECTION 4. Representations and Warranties. Each Grantor represents and warrants as follows:



     (a) As of the Amendment No. 1 Effective Date, (i) such Grantor’s exact legal name, as defined
in Section 9-503(a) of the UCC, is correctly set forth in Schedule I hereto and (ii) such Grantor
is located (within the meaning of Section 9-307 of the UCC) in the state or jurisdiction of its
organization set forth in Schedule I hereto. As of the Amendment No. 1 Effective Date, the
information set forth in Schedule I hereto with respect to such Grantor is true and accurate in all
material respects.



     (b) All Pledged Equity consisting of Certificated Securities has been or will be delivered to
the Collateral Agent in accordance herewith.



     (c) Such Grantor is the legal and beneficial owner of the Pledged Equity of such Grantor free
and clear of any Lien, except for the security interest created under this Agreement and Liens
permitted under clauses (c), (d), (e), (h), (l), (m) and (p) of Section 7.01 of the Credit
Agreement.



     (d) The Pledged Equity pledged by such Grantor hereunder has been duly authorized and validly
issued and is fully paid and (except as otherwise provided by Law) non-assessable.



     (e) The Pledged Equity pledged by such Grantor constitutes, as of the Amendment No. 1
Effective Date, the percentage of the issued and outstanding Equity Interests of the issuers
thereof indicated on Schedule II hereto.



     (f) (i) This Agreement creates in favor of the Collateral Agent for the benefit of the Secured
Parties a valid security interest in all of the Collateral of each Grantor, securing the payment of
the Secured Obligations of such Grantor; and (ii) upon the filing of a UCC financing statement in
the UCC filing office in the jurisdiction set forth in Schedule I under the heading “Jurisdiction
of Organization” with respect to such Grantor, naming such Grantor as the debtor and the Collateral
Agent as the secured party and including the collateral description set forth in Schedule III, all
actions necessary to perfect the security interest in the Collateral of such Grantor created under
this Agreement with respect to which a Lien may be perfected by filing pursuant to the UCC (all
such Collateral, “Filing Collateral”) shall have been duly made or taken and be in full
force and effect, and the Lien created under this Agreement in such Grantor’s Filing
Collateral shall be perfected.



     SECTION 5. Further Assurances. (a) Each Grantor agrees that from time to time, at the
expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate,
all further instruments and documents, and take all further action that may be reasonably necessary
or desirable, or that the



5









 







Collateral Agent may reasonably request, in order to perfect and protect
any pledge or security interest granted or purported to be granted by such Grantor hereunder or to
enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect
to any Collateral of such Grantor; provided that in no event shall any Grantor be required
to execute any foreign pledge agreement.



     (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, in each case without the signature of such
Grantor, and regardless of whether any particular asset described in such financing statements
falls within the scope of the UCC. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be sufficient as a financing
statement where permitted by law. Each Grantor ratifies its authorization for the Collateral Agent
to have filed such financing statements, continuation statements or amendments filed prior to the
date hereof.



     SECTION 6. Post-Closing Changes. Each Grantor agrees to notify the Collateral Agent in
writing (no later than the fifteenth day following the month in which such change occurred) of any
change (i) in its legal name, (ii) in its type of organization or corporate structure, (iii) in its
organizational identification number, if any, issued to it by the jurisdiction of its organization
or (iv) in the jurisdiction of its organization. Each Grantor agrees to take all action reasonably
required by the Collateral Agent for the purpose of perfecting or protecting the security interest
granted by this Agreement.



     SECTION 7. Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have
occurred and be continuing:




     (i) Each Grantor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Pledged Equity of such Grantor or any part thereof for
any purpose.




     (ii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest and other distributions paid in respect of the Pledged Equity of such Grantor if
and to the extent that the payment thereof (or retention by Grantor) is not otherwise
prohibited by the terms of the Loan Documents; provided that any and all non cash
dividends, interest and other distributions that would constitute Pledged Equity shall be
and become part of the Collateral, and to the extent evidenced by certificates,
shall be received in trust for the benefit of the Collateral Agent and be forthwith
delivered (no later than the fifteenth day after the end of the month in which received by
Grantor) to the Collateral Agent as Pledged Equity in the same form as so received (with
any necessary endorsement).




     (iii) The Collateral Agent will execute and deliver (or cause to be executed and
delivered) to each Grantor all such proxies and other instruments as such Grantor may
reasonably request for the purpose of



6









 







enabling such Grantor to exercise the voting and
other rights that it is entitled to exercise pursuant to paragraph (i) above and to
receive the dividends or interest payments that it is authorized to receive and retain
pursuant to paragraph (ii) above.



     (b) Upon the occurrence and during the continuance of an Event of Default:




     (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting
and other consensual rights that it would otherwise be entitled to exercise pursuant to
Section 7(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and (y)
to receive the dividends, interest and other distributions that it would otherwise be
authorized to receive and retain pursuant to Section 7(a)(ii) shall, upon notice to such
Grantor by the Collateral Agent, cease and all such rights shall thereupon become vested
in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain
from exercising such voting and other consensual rights and to receive and hold as Pledged
Equity such dividends, interest and other distributions.




     (ii) All dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 7(b) shall be received in
trust for the benefit of the Collateral Agent, shall be segregated from other funds of
such Grantor and shall be forthwith paid over to the Collateral Agent as Pledged Equity in
the same form as so received (with any necessary endorsement).



     SECTION 8. Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees that it
will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the
Collateral, other than sales, assignments and other dispositions of Collateral, and options
relating to Collateral, permitted under the terms of the Credit Agreement, or (ii) create or suffer
to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the
pledge, assignment and security interest created under this Agreement and other Liens permitted
under the Credit Agreement.



     (b) Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by
such Grantor not to issue any Equity Interests in substitution
for or with respect to the Pledged Equity issued by such issuer, except to such Grantor, and
(ii) deliver no later than the fifteenth day following the month of its acquisition (directly)
thereof, any and all certificates representing additional Pledged Equity in accordance with the
first sentence of Section 3(a).



     SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably
appoints the Collateral Agent such Grantor’s attorney in fact, with full authority in the place and
stead of such Grantor and in the name of such Grantor or otherwise, from time to time, upon the
occurrence and during



7









 







the continuance of an Event of Default, in the Collateral Agent’s discretion,
to take any action and to execute any instrument that the Collateral Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including, without limitation:



     (a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the Collateral,



     (b) to receive, indorse and collect any drafts or other instruments, documents and Chattel
Paper, in connection with clause (a) above, and



     (c) to file any claims or take any action or institute any proceedings that the Collateral
Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to
enforce the rights of the Collateral Agent with respect to any of the Collateral.



     SECTION 10. Collateral Agent May Perform. If any Grantor fails to perform any agreement
contained herein, the Collateral Agent may, but without any obligation to do so and without notice,
itself perform, or cause performance of, such agreement, and the reasonable out-of-pocket expenses
of the Collateral Agent incurred in connection therewith shall be payable by such Grantor under
Section 13.



     SECTION 11. Collateral Agent’s Duties. The powers conferred on the Collateral Agent
hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral
in its possession and the accounting for moneys actually received by it hereunder, the Collateral
Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral,
whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the
taking of any necessary steps to preserve rights against any parties or any other rights pertaining
to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of any Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which it accords its own property, and will
not be liable or responsible for any loss or damage to any Collateral, or for any diminution
in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the
Collateral Agent in good faith, except to the extent that such liability arises from the Collateral
Agent’s gross negligence or willful misconduct.



     SECTION 12. Remedies. If any Event of Default shall have occurred and be continuing:



     (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein or otherwise available to



8









 







it, all the rights and remedies
of a secured party upon default under the UCC (whether or not the UCC applies to the affected
Collateral) and also may: (i) require each Grantor to, and each Grantor hereby agrees that it will
at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the
Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a
place and time to be designated by the Collateral Agent that is reasonably convenient to both
parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in
one or more parcels at public or private sale, at any of the Collateral Agent’s offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral
Agent may deem commercially reasonable; (iii) occupy any premises owned or, to the extent lawful
and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled
or located for a reasonable period in order to effectuate its rights and remedies hereunder or
under law, without obligation to such Grantor in respect of such occupation; and (iv) exercise any
and all rights and remedies of any of the Grantors under or in connection with the Collateral, or
otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of
such Grantor to demand or otherwise require payment of any amount under, or performance of any
provision of the Collateral and (B) exercise all other rights and remedies with respect to the
Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. The
Collateral Agent shall give the applicable Grantors at least ten Business Days written notice (or
such longer period as may be required by applicable Law) of the time and place of any public sale
or the time after which any private sale is to be made and each Grantor agrees that such notice
shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any
sale of Collateral regardless of notice of sale having been given. The Collateral Agent may
adjourn any public or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and place to which it was
so adjourned.



     (b) Immediately upon the request of the Collateral Agent, all payments received by any Grantor
under or in connection with the Collateral shall be received in trust for the benefit of the
Collateral Agent, shall be segregated from
other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the
same form as so received (with any necessary endorsement).



     (c) If the Collateral Agent shall determine to exercise its right to sell all or any of the
Pledged Equity of any Grantor pursuant to this Section 12, each Grantor agrees that, upon request
of the Collateral Agent, such Grantor will, at its own expense, do or cause to be done all such
other acts and things as may be necessary to make such sale of such Pledged Equity or any part
thereof valid and binding and in compliance with applicable law.



     (d) The Collateral Agent is authorized, in connection with any sale of the Pledged Equity
pursuant to this Section 12, to deliver or otherwise disclose to any prospective purchaser of the
Pledged Equity: (i) any registration statement or



9









 







prospectus, and all supplements and amendments
thereto; (ii) any information and projections; and (iii) any other information in its possession
relating to such Pledged Equity.



     (e) The Collateral Agent shall apply the proceeds of any sale or other disposition of all or
any part of the Collateral in the following order of priorities:




     First, to payment of that portion of the Secured Obligations constituting fees,
indemnities, expenses and other amounts (including, without limitation, Attorney Costs
payable under Section 13 of this Agreement or Section 11.04 of the Credit Agreement)
payable to the Collateral Agent and the Administrative Agent in their capacities as such;




     Second, to payment of that portion of the Secured Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the Lenders,
the FNIS Trustee and the holders of FNIS Notes, ratably among them in proportion to the
amounts described in this clause Second payable to them;




     Third, to payment of that portion of the Secured Obligations constituting accrued and
unpaid interest on the Loans, L/C Borrowings and FNIS Notes, ratably among the Lenders
and/or other holders thereof in proportion to the respective amounts described in this
clause Third payable to them;




     Fourth, to payment of (i) that portion of the Secured Obligations constituting unpaid
principal of the Loans and L/C Borrowings, (ii) Secured Hedging Obligations, (iii) the
Cash Management Obligations, and (iv) that portion of the Secured Obligations constituting
unpaid principal of FNIS Notes, ratably among the Lenders and/or other holders thereof in
proportion to the respective amounts described in this clause Fourth held by them;




     Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit;




     Sixth, to the payment of all other Secured Obligations of the Loan Parties that are
due and payable to the Administrative Agent and the other Secured Parties on such date,
ratably based upon the respective aggregate amounts of all such Secured Obligations owing
to the Administrative Agent and the other Secured Parties on such date; and




     Last, the balance, if any, after all of the Secured Obligations have been paid in
full, to the Company or as otherwise required by Law.



     SECTION 13. Indemnity and Expenses. (a) Each Grantor shall indemnify and hold harmless each
Secured Party and their respective Affiliates,



10









 







directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses and disbursements (including, without limitation, Attorney Costs (which shall be limited
to one (1) counsel to the Secured Parties (exclusive of one local counsel in each relevant
jurisdiction), unless (x) the interests of the Collateral Agent and the other Secured Parties are
sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the
interests of any Secured Party or group of Secured Parties (other than all of the Secured Parties)
are distinctly or disproportionately affected, one (1) additional counsel for such Secured Party or
group of Secured Parties)) of any kind or nature whatsoever which may at any time be imposed on,
incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in
connection with (1) the execution, delivery, enforcement, performance or administration of this
Agreement or any other agreement, letter or instrument delivered in connection with the
transactions contemplated hereby or the consummation of the transactions contemplated hereby, (2)
any actual or alleged presence or release of Hazardous Materials on or from any property currently
or formerly owned or operated by any Grantor, or any Environmental Liability related in any way to
any Grantor, or (3) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory (including,
without limitation, any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party
thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or
not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits,
costs, expenses or disbursements (x) have resulted from the gross negligence or willful misconduct
of such Indemnitee or breach of the Loan Documents by such Indemnitee or (y) arise from claims of
any of the Secured
Parties solely against one or more Secured Parties that have not resulted from any
misrepresentation, default or the breach of any Loan Document or any actual or alleged performance
or non-performance by a Grantor, Borrower or one of their Subsidiaries or other Affiliates or any
of their respective officers, directors, stockholders, partners, members, employees, agents,
representatives or advisors. In the case of an investigation, litigation or other proceeding to
which the indemnity in this Section 13 applies, such indemnity shall be effective whether or not
such investigation, litigation or proceeding is brought by any Loan Party, its directors,
shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is
otherwise a party thereto and whether or not any of the transactions contemplated hereunder or
under any of the other Loan Documents is consummated. All amounts due under this Section 13 shall
be paid promptly after receipt by the relevant Grantor of an invoice in reasonable detail. The
agreements in this Section 13 shall survive the resignation of the Collateral Agent, the
replacement of any Lender, the termination of the Aggregate Commitments, the



11









 







repayment,
satisfaction or discharge of all the other Obligations, the termination of the security interests
created hereunder and the release of the Liens created hereunder on all or any portion of the
Collateral.



     (b) Each Grantor will upon demand pay to the Collateral Agent the amount of any and all
reasonable out-of-pocket expenses, including, without limitation, the reasonable fees and expenses
of its counsel (which shall be limited to one (1) counsel (exclusive of one local counsel in each
relevant jurisdiction)) and of any experts and agents, that the Collateral Agent may incur in
connection with (i) the custody, preservation, use or operation of, or the sale of, collection from
or other realization upon, any of the Collateral of such Grantor or (ii) the exercise or
enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder.



     SECTION 14. Amendments; Waivers; Additional Grantors; Etc. (a) No amendment or waiver of
any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in
any event be effective unless the same shall be in writing and signed by each Grantor to which such
amendment or waiver is to apply and the Collateral Agent (with the consent of the requisite number
of Lenders specified in the Credit Agreement), and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given. No failure on the part
of the Collateral Agent or any other Secured Party to exercise, and no delay in exercising any
right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any other right.



     (b) Upon the execution and delivery, or authentication, by any Person of a pledge agreement
supplement in substantially the form of Exhibit A hereto (each a “Pledge Agreement Supplement”),
(i) such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor
hereunder, and each
reference in this Agreement and the other Loan Documents to “Grantor” shall also mean and be a
reference to such Additional Grantor, and each reference in this Agreement and the other Loan
Documents to “Collateral” shall also mean and be a reference to the Collateral of such Additional
Grantor, and (ii) the supplemental Schedules I through III attached to each Pledge Agreement
Supplement shall be incorporated into and become a part of and supplement Schedules I through III,
respectively, hereto, and the Collateral Agent may attach such supplemental schedules to such
Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as
supplemented pursuant to each Pledge Agreement Supplement.



     SECTION 15. Additional Secured Obligations. (a) The Company may from time to time
designate any of its or any other Grantor’s obligations under any Hedge Agreement as Secured
Obligations for the purposes hereof by delivering to the Collateral Agent a certificate signed by a
Responsible Officer that (i) identifies such Hedge Agreement, specifying the names and address of
the



12









 







other party thereto, the notional principal amount thereof and the expiration date thereof and
(ii) states that the Company’s or such Grantor’s obligations thereunder are designated as a Secured
Obligation for the purpose hereof (the obligations in respect of any such designated Hedge
Agreement, “Secured Hedging Obligations”).



     (b) The Company may from time to time designate any of its or any other Grantor’s obligations
with respect to any overdraft and related liabilities arising from treasury, depository and cash
management services or any automated clearing house transfers of funds provided by a Lender or an
Affiliate thereof as Secured Obligations for the purpose hereof by delivering to the Collateral
Agent a certificate signed by a Responsible Officer that (i) specifies the name and address of the
Person to which such obligations are owed and (ii) states that such obligations are designated as
Secured Obligations for the purpose hereof (such designated obligations, “Cash Management
Obligations”).



     SECTION 16. FNIS Notes Ratable Obligations.



     (a) This Agreement is intended (i) to cause the Collateral to secure the FNIS Notes
Obligations equally and ratably with all other Secured Obligations to the extent (but only to the
extent) required by the FNIS Notes Indenture and shall be construed and enforced to give effect to
such intention.



     (b) In making the allocations required by Section 12(e) among the Secured Parties, the
Collateral Agent may conclusively rely upon information supplied by the Company or any Lender as to
the amounts of unpaid principal and interest and other amounts outstanding with respect to the
Obligations and information supplied by the FNIS Notes Trustee (as hereinafter defined) as to the
amounts of unpaid FNIS Notes Obligations, and the Collateral Agent shall have no liability to any
of the Secured Parties for actions taken in reliance on such
information; provided that nothing in this sentence shall prevent any Loan Party from
contesting any amounts claimed by any Secured Party in any information so supplied. All
distributions made by the Collateral Agent pursuant to Section 12(e) to the Secured Parties shall
be (subject to any decree of any court of competent jurisdiction) final, absent manifest error, and
the Collateral Agent shall have no duty to inquire as to the application by the FNIS Notes Trustee
of any amounts distributed to it for distribution to the FNIS Noteholders (as hereinafter defined).



     (c) The Collateral Agent shall make all payments and distributions that are to be made by it
hereunder on account of the FNIS Notes to the FNIS Notes Trustee for redistribution to the FNIS
Noteholders.



     (d) On or prior to the Amendment No. 1 Effective Date, the Company shall deliver to the
Collateral Agent a true and complete copy of the FNIS Notes Indenture and all other instruments
governing any of the FNIS Notes, including all amendments thereto entered into on or prior to the
Amendment No.1 Effective



13









 







Date. The Company shall also deliver to the Collateral Agent, promptly
upon the execution thereof, a true and complete copy of any amendment, modification or supplement
to any such indenture or instrument entered into after the Amendment No.1 Effective Date.



     (e) The Company shall deliver to the Collateral Agent from time to time after the date hereof
upon request of the Collateral Agent a list setting forth as of a date not more than 30 days prior
to the date of such delivery, (i) the aggregate unpaid amount of the FNIS Notes Obligations
outstanding as of such date and (ii) the name and address of the FNIS Notes Trustee. In addition,
the Company will promptly notify the Collateral Agent of each change in the identity of the FNIS
Notes Trustee. Promptly following the Amendment No.1 Effective Date, the Company will request the
FNIS Notes Trustee to deliver to the Collateral Agent the names of the officers authorized to give
directions hereunder on its behalf. The Company will also request that the FNIS Notes Trustee
notify the Collateral Agent of any change of the officers authorized to give directions hereunder
on its behalf prior to the date of any such change. If the Collateral Agent does not receive the
names of the officers of the FNIS Notes Trustee authorized to give directions hereunder on behalf
of the FNIS Notes Trustee, the Collateral Agent may rely on any person purporting to be authorized
to give directions hereunder on behalf of the FNIS Notes Trustee. If the Collateral Agent is not
informed of changes of the officers of the FNIS Notes Trustee authorized to give directions
hereunder on its behalf, the Collateral Agent may rely on the information with respect to the FNIS
Notes Trustee previously provided to the Collateral Agent.



     For purposes of this Agreement, the following terms shall have the following meanings:



     “FNIS Notes Indenture” means the Indenture dated as of September 10, 2003, between the Company
and the FNIS Notes Trustee, as amended, supplemented or otherwise modified on or prior to the
Amendment No.1 Effective Date.



     “FNIS Notes Obligations” means at any time the obligations at such time in respect of the FNIS
Notes under the FNIS Notes Indenture to the extent that such obligations are required under the
FNIS Notes Indenture to be equally and ratably secured with the other Secured Obligations.



     “FNIS Notes Trustee” means U.S. Bank, in its capacity as trustee under the FNIS Notes
Indenture (or any successor trustee in any such capacity).



     SECTION 17. Notices, Etc. All notices and other communications provided for hereunder shall
be in writing (including, without limitation, telegraphic, telecopy or telex communication or
facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if
to any Grantor, addressed to it in care of the Company at the Company’s address specified in



14









 







Section 11.02 of the Credit Agreement, and if to the Collateral Agent, at its address specified in
Section 11.02 of the Credit Agreement. All such notices and other communications shall be deemed
to be given or made at such time as shall be set forth in Section 11.02 of the Credit Agreement.
Delivery by telecopier or electronic mail of an executed counterpart of any amendment or waiver of
any provision of this Agreement or of any Pledge Agreement Supplement or Schedule hereto shall be
effective as delivery of an original executed counterpart thereof.



     SECTION 18. Continuing Security Interest; Assignments under the Credit Agreement. This
Agreement shall create a continuing security interest in the Collateral and shall (a) remain in
full force and effect until the latest of (i) the payment in full in cash of the Secured
Obligations (other than Obligations with respect to contingent indemnification obligations, FNIS
Notes Obligations, Secured Hedging Obligations and Cash Management Obligations not yet due and
payable) and the termination of the Commitments and (ii) the termination or expiration of all
Letters of Credit or other provision therefor in full in a manner reasonably satisfactory to the
L/C Issuer, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together
with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured
Parties and their permitted respective successors, transferees and assigns. Without limiting the
generality of the foregoing clause (c), any Lender may assign or otherwise transfer all or any
portion of its rights and obligations under the Credit Agreement (including, without limitation,
all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by
it) to any other Person, and such other Person shall thereupon become vested with all the benefits
in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section
11.07 of the Credit Agreement.



     SECTION 19. Release; Termination. (a) Upon any sale, lease, transfer or other disposition
of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the
Loan Documents to any Person other than a Loan Party or upon the effectiveness of any consent to
the release of the security interest granted hereby in any Collateral pursuant to Section 9.11 of
the Credit Agreement, the Lien created under this Agreement on such Collateral (but not on any
Proceeds thereof) shall automatically terminate; provided that, with respect to any Collateral that
is also subject to any Lien securing any Permitted Subordinated Indebtedness, the Lien created
under this Agreement shall not terminate unless the Lien securing such Permitted Subordinated
Indebtedness is (or is simultaneously) terminated. Upon the release of any Grantor (other than a
Borrower) from its Guaranty, if any, in accordance with the terms of the Loan Documents, the Lien
created under this Agreement on the Collateral of such Grantor shall automatically terminate and
such Grantor shall automatically be released from its obligations hereunder. The Collateral Agent
will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such Grantor
shall reasonably request to evidence any release of the Lien created under this Agreement on any
Collateral pursuant to this Section 19(a); provided that such Grantor shall have delivered to the
Collateral Agent a written request



15









 







therefor describing the item of Collateral and the terms of the
sale, lease, transfer or other disposition in reasonable detail, and a certificate of such Grantor
to the effect that the transaction is in compliance with the Loan Documents and as to such other
matters as the Collateral Agent may request. The Collateral Agent shall be authorized to rely on
any such certificate without independent investigation.



     (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than
contingent indemnification obligations, FNIS Notes Obligations, Secured Hedging Obligations and
Cash Management Obligations not yet due and payable) and the termination of the Commitments and
(ii) the termination or expiration of all Letters of Credit or other provision therefor in full in
a manner reasonably satisfactory to the L/C Issuer, the Lien on all Collateral created under this
Agreement shall terminate and all rights to the Collateral shall revert to the applicable Grantor.
Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute
and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence
such termination.



     (c) If not already terminated pursuant to the other provisions of Section 19 hereof, the
Liens granted hereunder to secure the FNIS Notes Obligations shall terminate with respect to any
series of FNIS Notes at such time as the Liens granted hereunder to secure the other Secured
Obligations are no longer subject to the requirement under the FNIS Notes Indenture to equally and
ratably secure such FNIS Notes Obligations, whether as a result of the repayment in full of such
series of FNIS Notes or otherwise. Upon any such termination, the Collateral Agent will, at the
applicable Grantor’s expense, execute and deliver to such
Grantor such documents as such Grantor shall reasonably request to evidence such termination.



     SECTION 20. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page to this Agreement by telecopier or electronic mail shall be effective as delivery
of an original executed counterpart of this Agreement.



     SECTION 21. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC. (a) THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH PARTY HERETO CONSENTS, FOR ITSELF



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AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.



     (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM,
DEMAND, ACTION, OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.



     SECTION 22. Severability. If any provision of this Agreement is invalid or unenforceable in
any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions of this
Agreement shall remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Collateral Agent and the Secured Parties in order to carry out the
intentions of the parties thereto as nearly as may be possible and (b) the invalidity or
unenforceability of such provision in such jurisdiction shall not affect the validity or
enforceability thereof in any other jurisdiction.



[The remainder of this page is intentionally blank.]





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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.



	 	 	 	 	 
	 	FIDELITY NATIONAL

INFORMATION SERVICES, INC.

[NAMES OF SUBSIDIARY
GUARANTORS]

 	 
	 	 Each By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as 

Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Schedule I to the

Pledge Agreement




TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION AND

ORGANIZATIONAL IDENTIFICATION NUMBER




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Jurisdiction of	 	Organizational
	Grantor	 	Organization	 	Organization	 	I.D. No.





 









 






Schedule II to the

Pledge Agreement




PLEDGED EQUITY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	 	 	Class of	 	 	 	 	 	 	 	 	 	 	 	 	 	of
	 	 	 	 	 	 	 	 	Equity	 	Par Value (if	 	Certificate	 	Number	 	Outstanding
	Grantor	 	Issuer	 	Interest	 	applicable)	 	No(s)	 	of Shares	 	Shares





 









 






Schedule III to the

Pledge Agreement




COLLATERAL DESCRIPTION





The collateral covered by this financing statement includes all of Debtor’s right, title
and interest in and to all of the assets of the Debtor described below, whether now
existing or hereafter from time to time acquired (collectively, the “Collateral”):




(a) All Equity Interests from time to time acquired, owned or held directly by such
Grantor in any manner (the “Pledged Equity”) and the certificates, if any, representing
any such Equity Interests, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such Equity Interests; provided
that no Grantor shall be required to pledge, and the terms “Pledged Equity” and
“Collateral” used in this Agreement shall not include:




     (A) Equity Interests entitled to vote (within the meaning of Treasury
Regulation Section 1.956-2(c)(2) promulgated under the Code) (“Voting Foreign
Stock”) in any Foreign Subsidiary acquired, owned or otherwise held by such
Grantor except to the extent that, when aggregated with all of the other shares
of Voting Foreign Stock in such Foreign Subsidiary pledged by the Grantors, such
pledge would not result in more than 65% of the shares of Voting Foreign Stock
in such Foreign Subsidiary being pledged to the Collateral Agent, on behalf of
the Secured Parties under this Agreement (except to the extent such Equity
Interests are pledged to support obligations under any Permitted Subordinated
Indebtedness); provided further that all of the shares of stock or units or
other Equity Interests in such Foreign Subsidiary other than Voting Foreign
Stock shall be pledged by such Grantor;




     (B) Equity Interests of any Restricted Subsidiary which have been pledged
to secure Indebtedness of such Grantor assumed in connection with a Permitted
Acquisition that is secured by a Lien permitted by Section 7.01(p) of the Credit
Agreement, but only for so long as such Lien is in effect;




     (C) in the case of a Grantor that is a Foreign Subsidiary, Equity Interests
of any Foreign Subsidiary that are held directly by such Grantor (except to the
extent such Equity



 









 







Interests are pledged to support obligations under any
Permitted Subordinated Indebtedness);




     (D) Equity Interests in any Joint Venture to the extent the grant of a
security interest therein would constitute a violation of a valid and
enforceable restriction pursuant to the constituent documents of such Joint
Venture or any related shareholder or like agreement, unless and until all
required consents shall have been obtained; provided further that the limitation
set forth in this clause (D) shall not affect, limit, restrict or impair the
grant by a Grantor of a security interest pursuant to this Agreement in any such
Equity Interests to the extent that an otherwise applicable prohibition or
restriction on such grant is rendered ineffective by the UCC;




     (E) Equity Interests of any Restricted Subsidiary if the Administrative
Agent reasonably determines that the costs of obtaining the security interest in
such Equity Interests are unreasonably excessive in relation to the benefit to
the Secured Parties of the security to be afforded thereby; or




     (F) so long as the eFunds Bonds remain outstanding, Equity Interests of any
Subsidiary of eFunds; provided further that, within 30 days, or such longer
period as the Administrative Agent may agree in its reasonable discretion, after
all such bonds cease to be outstanding, such Equity Interests shall be required
to be pledged pursuant to this Agreement; or




     (G) (i) so long as the FNIS Notes remain outstanding, Equity Interests of
any Subsidiary of the Company, to the extent that the grant of a security
interest on the same would result in triggering additional financial reporting
requirements under Rule 3-16 of Regulation S-X under the 1934 Act upon securing
the FNIS Notes (as contemplated by the FNIS Notes Indenture, as in effect on the
Amendment No. 1 Effective Date); provided further that, within 30 days, or such
longer period as the Administrative Agent may agree in its reasonable
discretion, after all such notes cease to be outstanding or any such Person
ceases to be so classified and restricted, such Equity Interests shall be
required to be pledged pursuant to this Agreement and (ii) if at any time any
Equity Interests purported to be pledged under this Agreement would, if so
pledged, result in triggering such additional financial reporting requirements,
such pledge shall automatically be deemed to be void as to such Equity Interests
(and, at the request of the Company, the Collateral Agent will confirm the same
with respect to any such applicable Equity Interests); and



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(b) all Proceeds of the Pledged Equity.



A-3









 





Exhibit A to the

Pledge Agreement




FORM OF PLEDGE AGREEMENT SUPPLEMENT




[Date of Pledge Agreement Supplement]




JPMorgan Chase Bank, N.A.,



as the Collateral Agent for the

Secured Parties referred to in the

Credit Agreement referred to below




Ladies and Gentlemen:




     Reference is made to (i) the Credit Agreement dated as of January 18, 2007 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among
Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), certain
subsidiaries of the Company (each, a “Designated Borrower” and, together with the Company, the
“Borrowers” and, each, a “Borrower”), the lenders from time to time party thereto (collectively,
the “Lenders” and individually, a “Lender”), JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent (the “Collateral Agent”), Swing Line Lender and L/C Issuer, and Bank of America,
N.A., as Swing Line Lender and (ii) the Pledge Agreement dated as of _____, 2007 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Pledge
Agreement”) made by the Grantors from time to time party thereto in favor of the Collateral Agent
for the Secured Parties. Terms defined in the Credit Agreement or the Pledge Agreement and not
otherwise defined herein are used herein as defined in the Credit Agreement or the Pledge
Agreement.



     Section 1. Grant of Security. The undersigned hereby grants to the Collateral Agent, for the
ratable benefit of the Secured Parties, a security interest in, all of its right, title and
interest in and to all of the Collateral of the undersigned, whether now owned or hereafter
acquired by the undersigned, wherever located and whether now or hereafter existing or arising,
including, without limitation, the property and assets of the undersigned set forth on the attached
supplemental schedules to the Schedules to the Pledge Agreement.



     Section 2. Security for Obligations. The grant of a security interest in the Collateral by
the undersigned under this Pledge Agreement Supplement and the Pledge Agreement secures the payment
of all Secured Obligations of the undersigned now or hereafter existing, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest,
fees, indemnifications, contract causes of action, costs, expenses or otherwise.



A-1









 





     Section 3. Supplements to Pledge Agreement Schedules. The undersigned has attached hereto
supplemental Schedules I through III to Schedules I through III, respectively, to the Pledge
Agreement, and the undersigned hereby certifies, as of the date first above written, that such
supplemental schedules have been prepared by the undersigned in substantially the form of the
equivalent Schedules to the Pledge Agreement and are complete and correct in all material respects.



     Section 4. Representations and Warranties. The undersigned hereby makes each representation
and warranty set forth in Section 6 of the Pledge Agreement (as supplemented by the attached
supplemental schedules) as of the date hereof.



     Section 5. Obligations Under the Pledge Agreement. The undersigned hereby agrees, as of the
date first above written, to be bound as a Grantor by all of the terms and provisions of the Pledge
Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of
and after the date first above written, that each reference in the Pledge Agreement to an
“Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.



     Section 6. GOVERNING LAW. THIS SECURITY AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



	 	 	 	 	 
	 	Very truly yours,




[NAME OF ADDITIONAL GRANTOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	
Address for Notices: 	 
	 
	 	  	 	 
	 	  	 	 
	 	  	 	 




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