EX-10.13






EXHIBIT
10.13




JOINDER AGREEMENT




     THIS JOINDER AGREEMENT, dated as of September 12, 2007 (this “Joinder Agreement”), by and
among FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (the “Company”), each
lender listed on the signature pages hereto (each, a “Joinder Lender”), and JPMORGAN CHASE BANK,
N.A., as Administrative Agent.



RECITALS:




     WHEREAS, reference is hereby 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 No. 1 Effective
Date (“Amendment No. 1”) and as further amended, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise
defined herein being used herein as defined therein), by and among the Company, the Designated
Borrowers from time to time 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;



     WHEREAS, the Company has advised the Joinder Lenders that the Company intends to undertake the
eFunds Merger pursuant to which eFunds will become a wholly owned Subsidiary of the Company and, in
connection therewith, the Company wishes to borrow Additional Term Loans in an aggregate principal
amount of $1,600,000,000;



     WHEREAS, the Company, the Required Lenders and the Administrative Agent have approved
amendments to the Credit Agreement pursuant to Amendment No. 1 to permit the Company to undertake
the eFunds Merger and borrow such Additional Term Loans;



     WHEREAS, pursuant to Section 2.16 of the Credit Agreement, the Company may request additional
Term Commitments (and elect to create a new tranche of term loans in respect of such additional
commitments), and may invite Eligible Assignees to become Term Lenders in respect of such
commitments pursuant to a joinder agreement; and



     WHEREAS, the Company has requested that the Joinder Lenders make Additional Term Loans under a
new tranche of term loans in an aggregate principal amount of $1,600,000,000.



     NOW, THEREFORE, in consideration of the premises and agreements herein contained, the parties
hereto agree as follows:



     1. Tranche B Term Commitments. Subject to the terms and conditions set forth herein, each
Joinder Lender party hereto severally agrees to make, on the Additional Commitments Effective Date
(as defined below), a single loan under a new tranche of term loans (each, a “Tranche B Term Loan”)
in Dollars to the Company in an amount equal to the commitment amount set forth next to such
Joinder Lender’s name in



1









 







Schedule 1 hereto under the caption “Tranche B Term Commitment” (collectively, the “Tranche B
Term Commitments”). For purposes hereof, any Lender that has a Tranche B Term Commitment or
Tranche B Term Loan is referred to as a “Tranche B Term Lender” and this Joinder Agreement shall be
deemed to be a “Loan Document” under the Credit Agreement.



     2. Applicable Margin. The “Applicable Margin” for each Tranche B Term Loan shall mean, as of
any date of determination, the following percentages per annum based upon the Leverage Ratio as set
forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(b) of the Credit Agreement:



	 	 	 	 	 	 	 	 	 	 	 
	Tranche B Term Loans
	Pricing Level	 	Leverage Ratio	 	Eurocurrency Rate	 	Base Rate
	1

	 	<1.0:1
	 	 	1.625	%	 	 	0.625	%
	2

	 	>1.0:1
	 	 	1.75	%	 	 	0.75	%







Any increase or decrease in the Applicable Margin resulting from a change in the
Leverage Ratio shall become effective as of the first Business Day immediately following
the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that
at the option of the Administrative Agent or the Required Lenders, Pricing Level 2 shall
apply (1) as of the first Business Day after the date on which a Compliance Certificate was
required to have been delivered but was not delivered, and shall continue to so apply to
and including the date on which such Compliance Certificate is so delivered (and thereafter
the Pricing Level otherwise determined in accordance with this definition shall apply) and
(2) as of the first Business Day after an Event of Default set forth in Section 8.01(a) or
(f) shall have occurred and be continuing, and shall continue to so apply to but excluding
the date on which such Event of Default is cured or waived (and thereafter the Pricing
Level otherwise determined in accordance with this definition shall apply).



     3. Principal Payments. The Company shall repay to the Administrative Agent for the ratable
account of the Tranche B Term Lenders the aggregate principal amount of all Tranche B Term Loans
outstanding in quarterly installments as follows (which installments shall be reduced as a result
of the application of prepayments in accordance with the order of priority set forth in Section
2.06(b)(iv)), each such payment to be made on or prior to the date specified below:



	 	 	 	 	 
	 	 	Aggregate Tranche B Term Loan Principal
	Payment Date	 	Amortization Payment
	December 31, 2007

	 	$	4,000,000	 
	March 31, 2008

	 	$	4,000,000	 
	June 30, 2008

	 	$	4,000,000	 
	September 30, 2008

	 	$	4,000,000	 






2









 






	 	 	 	 	 
	 	 	Aggregate Tranche B Term Loan Principal
	Payment Date	 	Amortization Payment
	December 31, 2008

	 	$	4,000,000	 
	March 31, 2009

	 	$	4,000,000	 
	June 30, 2009

	 	$	4,000,000	 
	September 30, 2009

	 	$	4,000,000	 
	December 31, 2009

	 	$	4,000,000	 
	March 31, 2010

	 	$	4,000,000	 
	June 30, 2010

	 	$	4,000,000	 
	September 30, 2010

	 	$	4,000,000	 
	December 31, 2010

	 	$	4,000,000	 
	March 31, 2011

	 	$	4,000,000	 
	June 30, 2011

	 	$	4,000,000	 
	September 30, 2011

	 	$	4,000,000	 
	December 31, 2011

	 	$	4,000,000	 
	March 31, 2012

	 	$	4,000,000	 
	June 30, 2012

	 	$	4,000,000	 
	September 30, 2012

	 	$	4,000,000	 
	December 31, 2012

	 	$	4,000,000	 
	March 31, 2013

	 	$	4,000,000	 
	June 30, 2013

	 	$	4,000,000	 
	September 30, 2013

	 	$	4,000,000	 
	Maturity Date (as defined below)

	 	$	1,504,000,000	 





provided that the final principal repayment installment of the Tranche B Term Loans shall be
repaid on the Maturity Date and in any event shall be in an amount equal to the aggregate principal
amount of all Tranche B Term Loans outstanding on such date.




     4. Voluntary and Mandatory Prepayments. Scheduled installments of principal of the Tranche B
Term Loans set forth above shall be reduced in connection with any optional or mandatory
prepayments of the Tranche B Term Loans in accordance with Section 2.06 of the Credit Agreement.



     5. Maturity Date. The Tranche B Term Loans will mature and be payable in full on January 18,
2014 (the “Maturity Date”).



     6. New Lenders. To the extent not already a Lender under the Credit Agreement, each Joinder
Lender party hereto acknowledges and agrees that upon its execution of this Joinder Agreement and
the making of Tranche B Term Loans that such Joinder Lender shall become a “Lender” under, and for
all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and
bound by the terms thereof (as modified by the provisions of this Joinder Agreement), and shall
perform all the obligations of and shall have all rights of a Lender thereunder (as modified by the
provisions of this Joinder Agreement).



     7. Confirmations and Agreements. Each Joinder Lender party hereto (i) confirms that it has
received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 6.01 of the Credit Agreement and such other documents and
information as it has deemed appropriate to



3









 







make its own credit analysis and decision to enter into this Joinder Agreement; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent or any other Lender
or Agent and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as
are delegated to the Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Credit Agreement are required to be performed by
it as a Lender.



     8. Credit Agreement Governs. Except as set forth in this Joinder Agreement, the Tranche B
Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan
Documents that apply to “Term Loans” thereunder.



     9. Eligible Assignee. By execution of this Joinder Agreement, each Joinder Lender party
hereto represents and warrants that it is an Eligible Assignee, it being understood and agreed that
any consent of the Company or the Administrative Agent as may be required by the Credit Agreement
under the definition of “Eligible Assignee” shall be deemed to have been given by the Company and
the Administrative Agent.



     10. Notice. For purposes of the Credit Agreement, the initial notice address of each Joinder
Lender party hereto shall be as set forth below its signature below.



     11. Foreign Lenders. On or prior to the date which is ten Business Days after the Additional
Commitments Effective Date, each Joinder Lender that is a Foreign Lender shall deliver to the
Administrative Agent such documentation that is required to be delivered by it pursuant to Section
11.16 of the Credit Agreement, duly completed and executed by such Lender.



     12. Recordation of the Tranche B Term Loans. Upon execution and delivery hereof, the
Administrative Agent will record the Tranche B Term Loans made by the Tranche B Term Lenders in the
Register.



     13. Company’s Representations and Warranties. The Company hereby represents and warrants to
the Lenders and the Administrative Agent as follows:




   (a) Authorization; No Contravention. The execution, delivery and performance by the
Company of this Joinder Agreement are (i) within the Company’s 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
Company’s Organization Documents, (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 payment to be made under any (1)
documentation governing any Permitted Subordinated Indebtedness, (2) any other Contractual



4









 







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) Binding Effect. This Joinder Agreement has been duly executed and delivered by
the Company. This Joinder 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.



     14. Conditions to Effectiveness of Joinder Agreement. This Joinder Agreement shall become
effective upon the satisfaction of the following conditions (the “Additional Commitments 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):




   (i) executed counterparts of this Joinder Agreement from the Company and each
Joinder Lender party hereto;




   (ii) a guaranty substantially in the form of Exhibit G to the Credit
Agreement (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 (as defined
in Amendment No. 1) 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:



5









 






   (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 as Annex
B to Amendment No. 1 (and set forth for ease of reference in the annex
attached hereto as Annex B) dated the Additional Commitments 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




   (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 Joinder Agreement, the Subsidiary Guaranty Amendment or
Subsidiary Guaranty, the Company Supplemental Agreement or any Collateral Document
on the Additional Commitments 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 (including each Joinder Lender) providing legal opinions substantially
similar to those set forth on Annex C to Amendment No. 1 (with standard exceptions
and qualifications reasonably acceptable to the Administrative Agent) and set
forth for ease of reference in the annex attached hereto as Annex B;




   (viii) a certificate signed by a Responsible Officer of the Company
certifying as to the satisfaction of the conditions set forth in Section 14(g) and
(h) of this Joinder Agreement;



6









 






   (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 Joinder Agreement, Amendment No. 1 and each of the other
transactions contemplated to occur on the Additional Commitments 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 conditions to the effectiveness of Amendment No. 1 shall have been (or
substantially concurrently) satisfied.




   (c) All fees and expenses required to be paid on or before the Additional Commitments
Effective Date shall have been paid in full in cash.




   (d) 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.




   (e) There shall not have occurred between December 31, 2006 and the Additional
Commitments 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).




   (f) The Joinder 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 Additional Commitments Effective Date (or as may be otherwise delivered to the
Company pursuant to the eFunds Merger Agreement). The Joinder 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 Additional Commitments Effective Date and on an
annual basis for each year thereafter until the Maturity Date.




   (g) The representations and warranties of the Company contained in Section 13 of this
Joinder Agreement and the representations and warranties of the Company and each other
Borrower contained in Article 5 of the Credit



7









 







Agreement and in the other Loan Documents shall be true and correct in all material
respects on and as of the Additional Commitments 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 Joinder Agreement, 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.




   (h) Subject to clause (g) above, no Default shall exist with respect to the Company
and its Subsidiaries at the time of, or after giving effect to, Amendment No. 1 and the
eFunds Transactions (including, without limitation, the borrowing of Tranche B Term Loans).



     15. Amendment, Modification and Waiver. This Joinder Agreement may not be amended, modified
or waived except in accordance with Section 2.16(f) or Section 11.01 of the Credit Agreement.



     16. Entire Agreement. This Joinder Agreement, the Credit Agreement and the other Loan
Documents constitute the entire agreement among the parties with respect to the subject matter
hereof and thereof and supersede all other prior agreements and understandings, both written and
verbal, among the parties or any of them with respect to the subject matter hereof.



     17. Governing Law.




   (a) THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.




   (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS JOINDER AGREEMENT 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
JOINDER AGREEMENT, 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 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



8









 







ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS JOINDER AGREEMENT OR
OTHER DOCUMENT RELATED THERETO.



     18. Waiver of Right to a Trial by Jury. EACH PARTY TO THIS JOINDER AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS JOINDER AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS JOINDER AGREEMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS JOINDER
AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 18 WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



     19. Severability. If any provision of this Joinder Agreement is held to be illegal, invalid
or unenforceable, the legality, validity and enforceability of the remaining provisions of this
Joinder Agreement shall not be affected or impaired thereby. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.



     20. Counterparts. This Joinder Agreement may be executed in one ore more counterparts, each
of which shall be deemed to be an original, but all of which shall constitute one and the same
agreement. Delivery by telecopier of an executed counterpart of a signature page to this Joinder
Agreement shall be effective as delivery of an original executed counterpart of this Joinder
Agreement. The Agents may also require that any such documents and signatures delivered by
telecopier be confirmed by a manually signed original thereof; provided that the failure to request
or deliver the same shall not limit the effectiveness of any document or signature delivered by
telecopier.



9









 





     IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute
and deliver this Joinder Agreement as of the day and year first above written.



	 	 	 	 	 
	 	JPMorgan Chase Bank, N.A. 

 	 
	 	By:  	/s/ Tina L. Ruyter
 	 
	 	 	Name:  	Tina L. Ruyter                          	 
	 	 	Title:  	Vice President 	 
	 
	 	Bank of America, N.A. 

 	 
	 	By:  	/s/ Kipling Davis
 	 
	 	 	Name:  	Kipling Davis                             	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Wachovia Bank, N.A. 

 	 
	 	By:  	/s/ Rit N. Amin
 	 
	 	 	Name:  	Rit N. Amin                        	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIDELITY NATIONAL INFORMATION SERVICES, INC. 

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



	 	 	 	 	 
	 	Consented to by:

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent 

 	 
	 	By:  	/s/ Tina L. Ruyter
 	 
	 	 	Name:  	Tina L. Ruyter                         	 
	 	 	Title:  	Vice President, JPMorgan Chase Bank 	 
	 




 












 





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]




 









 










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 B




OPINIONS





	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.






 











 





SCHEDULE 1




	 	 	 	 	 
	Name of Lender	 	Tranche B Term Commitment
	JPMorgan Chase Bank, N.A.
	   	$	640,000,000	 
	Bank of America, N.A.
	 	$	640,000,000	 
	Wachovia Bank, National Association
	 	$	320,000,000	 
	Total:
	 	$	1,600,000,000