EX-10.2


 Exhibit 10.2 
 EXECUTION VERSION 
 Conversion Agreement 

December 19, 2011 
 Fidelity
National Information Services, Inc. 
 601 Riverside Avenue 
 Jacksonville, Florida 32204 
 Attention:         Kirk
Larsen and Jason Couturier 
 JPMorgan Chase Bank, N.A., 
 1111 Fannin Street, Floor 10 
 Houston, Texas 77002-6925 

Attention: Talitha Bernard 
 JPMorgan Chase
Bank, N.A. 
 270 Park Avenue, 4th Floor 

New York, NY 10017 
 Attention: Frank Pokras

 Ladies and Gentlemen: 
 Reference is made to the Amended and Restated Credit Agreement dated as of June 29, 2010 (as amended, 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 party thereto, each Lender 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. Terms defined in the Credit Agreement are used herein as therein defined. 
 Effective as the Effective Date (as defined below), the undersigned Term Lender hereby agrees to convert the principal amount of Term A-1 Loans set forth on its signature page hereto into an equal
principal amount of Term A-2 Loans (such principal amount, the “Converted Principal Amount”) under and in accordance with the Credit Agreement. 
 The effectiveness of this Conversion Agreement is subject to the satisfaction of the following conditions precedent (the date on which all of such conditions shall first be satisfied, the
“Effective Date”, which is December 19, 2011): 
 (a) The Administrative Agent shall have received
counterparts of this Conversion Agreement executed by each party hereto. 
 (b) The Administrative Agent shall have received
payment from the Company, for the account of the undersigned Term Lender of an upfront fee (the “Upfront Fee”) in an amount equal to 1.00% of the Converted Principal Amount of such Term Lender (unless otherwise agreed between the
Company and such 






 
Term Lender). The Upfront Fees shall be payable on the Effective Date (upon the satisfaction of all other conditions for the occurrence thereof), in immediately available funds and, once paid,
such fee or any part thereof shall not be refundable. 
 This Conversion Agreement shall be construed in accordance with and
governed by the law of the State of New York. This Conversion Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by
telecopier of an executed counterpart of a signature page to this Conversion Agreement shall be effective as delivery of an original executed counterpart of this Conversion Agreement. 

[Signature page follows] 

  
 2 







 Aggregate Term A-1 Loans to be converted: $47,484,746.63. 

 

			
	[CONVERTING LENDERS]
		
	By:	 	 [ON FILE WITH ADMINISTRATIVE AGENT]

		 	Name:
		 	Title:


 [Signature Page to Conversion Agreement] 






 Agreed and accepted: 
  

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

		
	By:	 	 /s/ Tina Ruyter

		 	Name:	 	Tina Ruyter
		 	Title:	 	Executive Director

 [Signature Page to Conversion Agreement] 







					
	 Agreed and accepted:
  

FIDELITY NATIONAL

INFORMATION SERVICES, INC.

		
	By:	 	 /s/ Kirk T. Larsen

		 	Name:	 	Kirk T. Larsen
		 	Title:	 	Senior Vice President and Treasurer

 [Signature Page to Conversion Agreement]